As filed with the Securities and Exchange Commission
on December 22, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
RESOURCES CONNECTION INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 33-0832424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
695 Town Center Drive, Suite 600
Costa Mesa, California 92626
(Address and telephone number of principal executive offices)
___________________
RESOURCES CONNECTION, INC. 1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
___________________
Donald B. Murray
Resources Connection, Inc.
695 Town Center Drive, Suite 600
Costa Mesa, California 92626
(714) 430-6400
(Name, address and Telephone Number, including Area Code,
of Agent for Service)
___________________
COPY TO:
David A. Krinsky, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600
___________________
CALCULATION OF REGISTRATION FEE
===============================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered per unit price fee
registered
---------------------------------------------------------------
Common
Stock, 5,040,000(1) 16.625(2) $83,790,000(2) $20,948(2)
$0.01 par shares
value per
share
===============================================================
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options
and other rights to purchase or acquire the shares of
Common Stock covered by the Prospectus and, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), an additional indeterminate number
of shares, options and rights which by reason of certain
events specified in the Resources Connection, Inc. 1999
Long-Term Incentive Plan (the "Plan") may become subject
to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on December 19, 2000, as
reported on the Nasdaq National Market System and
published in The Western Edition of The Wall Street
Journal.
The Exhibit Index for this Registration Statement is at
page 9.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be
sent or given to employees as specified by Securities Act Rule
428(b)(1). Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424. These documents,
which include the statement of availability required by Item 2
of Form S-8, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Resources Connection, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) The Company's Prospectus dated December 14, 2000, filed
with the Commission as part of the Company's
Registration Statement on Form S-1 (registration number
333-45000), originally filed September 1, 2000 and as
subsequently amended; and
(b) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed with the Commission on December 12, 2000, and
any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
The Company's Common Stock, par value $0.01 per share (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law
(the "Delaware Law"), the Company has broad powers to indemnify
its directors and officers against liabilities they may incur in
such capacities, including liabilities under the Securities Act.
The Company's Second Restated Certificate of Incorporation
and Amended and Restated Bylaws include provisions to
(i) eliminate the personal liability of its directors and
officers for monetary damages resulting from breaches of their
fiduciary duty to the extent permitted by Section 102(b)(7)
of the Delaware Law and (ii) require the Company to indemnify
its directors and officers to the fullest extent permitted by
Section 145 of the Delaware Law, including circumstances in
which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the
power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in
connection with any suit to which they are or are threatened
to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner
they reasonably believed to be in or not opposed to, the best
interests of the corporation and with respect to any criminal
action, they had no reasonable cause to believe their conduct
was unlawful. The Company believes that these provisions are
necessary to attract and retain qualified persons as directors
and officers. These provisions do not eliminate the directors'
duty of care, and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary
relief will remain available under Delaware Law. In addition,
each director will continue to be subject to liability for
breach of the director's duty of loyalty to the Company, for
acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for acts or
omissions that the director believes to be contrary to the
best interests of the Company or its stockholders, for any
transaction from which the director derived an improper
personal benefit, for acts or omissions involving a reckless
disregard for the director's duty to the Company or its
stockholders when the director was aware or should have
been aware of a risk of serious injury to the Company or
its stockholders, for acts or omissions that constitute
an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Company or its
stockholders, for improper transactions between the director
and the Company and for improper distributions to stockholders
and loans to directors and officers. The provision also does
not affect a director's responsibilities under any other law,
such as the federal securities law or state or federal
environmental laws.
The Company has applied for an insurance policy covering the
officers and directors of the Company with respect to certain
liabilities, including liabilities arising under the Securities
Act or otherwise.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 9.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, executive
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Costa Mesa, State of California, on the 21st day of
December, 2000.
By: /s/ Donald B. Murray
Donald B. Murray
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Donald B.
Murray and Stephen J. Giusto, and each of them, as his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
-------------------- ----------------------- -----------------
/s/ Donald B. Murray Chief Executive Officer, December 21, 2000
Donald B. Murray President and Director
(Principal Executive
Officer)
/s/ Stephen J. Giusto Chief Financial Officer, December 21, 2000
Stephen J. Giusto Executive Vice President
of Corporate Development
and Director (Principal
Financial and Accounting
Officer)
/s/ Karen M. Ferguson Executive Vice President December 21, 2000
Karen M. Ferguson Director
/s/ Ciara A. Burnham Director December 20, 2000
Ciara A. Burnham
/s/ C. Stephen Mansfield Director December 21, 2000
C. Stephen Mansfield
/s/ David G. Offensend Director December 20, 2000
David G. Offensend
/s/ Gerald Rosenfeld Director December 20, 2000
Gerald Rosenfeld
_________________________ Director
Leonard Schutzman
/s/ John C. Shaw Director December 21, 2000
John C. Shaw
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4. Resources Connection, Inc. 1999
Long-Term Incentive Plan.*
5. Opinion of O'Melveny & Myers LLP
(opinion re legality).
23.1 Consent of PricewaterhouseCoopers LLP
(consent of independent accountants).
23.2 Consent of O'Melveny & Myers LLP(included
in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
* The Plan was filed as an exhibit to the Company's
Registration Statement on Form S-1 (registration number
333-45000), originally filed September 1, 2000 and as
subsequently amended, and is incorporated herein by this
reference.
