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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RESOURCES CONNECTION, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0832424
(State of incorporation or organization) (I.R.S. Employer Identification No.)
695 Town Center Drive, Suite 600, Costa Mesa, California 92626 (714) 430-6400
(Address and Phone of principal executive offices)
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If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-45000
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock, par value $0.01
per share, of Resources Connection, Inc. (the "Registrant"). A description of
such Common Stock is contained under the heading of "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-1, filed with the
Securities and Exchange Commission on September 1, 2000 (Registration No. 333-
45000), as amended, which description is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this registration statement:
(1) Registrant's Specimen Common Stock Certificate (filed with the
Commission as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1, No. 333-45000, as amended, and
incorporated herein by reference).
(2) Registrants Restated Certificate of Incorporation (filed with the
Commission as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, No. 333-45000, as amended, and
incorporated herein by reference).
(3) Registrants Amendment to Restated Certificate of Incorporation
(filed with the Commission as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1, No. 333-45000, as amended,
and incorporated herein by reference).
(4) Registrant's Form of Second Restated Certificate of
Incorporation, to be filed and become effective upon closing of
this offering (filed with the Commission as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, No. 333-45000,
as amended, and incorporated herein by reference).
(5) Registrant's Bylaws (filed with the Commission as Exhibit 3.3 to
the Registrant's Registration Statement on Form S-1, No. 333-
45000, as amended, and incorporated herein by reference).
(2) Registrant's Form of Amended and Restated Bylaws, to become
effective upon closing of this offering (filed with the
Commission as Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1, No. 333-45000, as amended, and
incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Resources Connection, Inc.
Date: December 12, 2000 By: /s/ STEPHEN J. GIUSTO
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Stephen J. Giusto
Chief Financial Officer
