Attached files
| file | filename |
|---|---|
| EX-2.2 - RESOURCES CONNECTION, INC. | v164118_ex2-2.htm |
| EX-2.1 - RESOURCES CONNECTION, INC. | v164118_ex2-1.htm |
| EX-99.1 - RESOURCES CONNECTION, INC. | v164118_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 29,
2009
RESOURCES
CONNECTION, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-32113
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33-0832424
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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17101
Armstrong Avenue, Irvine, California
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92614
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (714) 430-6400
(Former
Name or Former Address, if Changed Since Last Report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
240.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
October 29, 2009, Resources Connection, Inc. (the “Company”) entered into a
Membership Interest Purchase Agreement (the “MIPA”) with Sitrick And Company, a
California corporation (“Sitrick Co”), Michael S. Sitrick, an individual,
Brincko Associates, Inc., a California corporation (“Brincko”), and John P.
Brincko, an individual, to acquire certain assets of Sitrick Co and
Brincko. In addition, on the same date, the Company entered into a
Goodwill Purchase Agreement (the “GPA” and, together with the MIPA, the
“Purchase Agreements”) with Mr. Sitrick, providing for the acquisition of the
personal goodwill of Mr. Sitrick.
Pursuant
to the terms of the MIPA, prior to the closing of the acquisitions, Sitrick Co
and Brincko will enter into a contribution agreement pursuant to which each
company will, immediately prior to the closing, contribute certain of their
respective assets and liabilities to Sitrick Brincko Group, LLC (“Sitrick
Brincko Group”), a Delaware limited liability company, to be formed prior to the
closing. At the closing, the Company will acquire from Sitrick Co and
Brincko all of the outstanding membership interests in Sitrick Brincko Group,
which will thereafter be a wholly-owned subsidiary of the Company.
At the
closing, the Company will pay to Sitrick Co, Brincko and Mr. Sitrick
(collectively, the “Sellers”) an aggregate of $28,155,172 in cash and 810,287
restricted shares of common stock of the Company, par value $0.01 per share, for
the Sitrick Brincko Group membership interests and the goodwill. In
addition, the Sellers will be entitled to receive an earn-out provided that
Sitrick Brincko Group’s average annual earnings before interest, taxes,
depreciation and amortization, or EBITDA, over a period of four years from the
date of closing exceeds $11,250,816. In certain change-of-control
events involving the Company or Sitrick Brincko Group, the Sellers would be
entitled to accelerate the earn-out payments, without a floor on
EBITDA. The Company may, in its sole discretion, pay up to 50% of any
earn-out payments in restricted stock of the Company.
The
Purchase Agreements include customary representations, warranties and covenants
of the parties. Subject to certain exceptions and other provisions, the Company
and the selling parties have agreed to indemnify each other for breaches of
representations and warranties, breaches of covenants and certain other
matters. The selling parties have also agreed not to solicit
proposals or enter into discussions with third parties regarding any direct or
indirect acquisition of Sitrick Brincko Group or the goodwill. The Purchase
Agreements contain certain termination rights of the Company and the selling
parties, including termination by the Company or any of the selling parties if
the acquisitions are not consummated by December 31, 2009.
The
closing of the acquisitions is conditioned upon customary closing conditions and
the receipt by the Company of the audited financial statements of Brincko for
the fiscal year ended December 31, 2008.
In
connection with the closing, each of Messrs. Sitrick and Brincko will enter into
full-time employment agreements with Sitrick Brincko Group. Under the terms of
their employment agreements, Mr. Sitrick will be Chairman and CEO of Sitrick
Brincko Group and will report directly to Donald B. Murray, Chairman and CEO of
the Company. Mr. Brincko will be President and COO of Sitrick Brincko
Group. Messrs. Sitrick and Brincko have also entered into
noncompetition and lock-up agreements in favor of the Company.
The
foregoing description of the Purchase Agreements does not purport to be complete
and is qualified in its entirety by reference to, and should be read in
conjunction with, the full text of the Purchase Agreements, which are filed as
Exhibits 2.1 and 2.2 hereto and incorporated herein by reference.
The
Purchase Agreements, which have been included to provide investors with
information regarding their terms and are not intended to provide any other
factual information about the Company, the selling parties or Sitrick Brincko
Group, contain representations and warranties of each of the Company and the
selling parties. The assertions embodied in those representations and warranties
were made for purposes of the Purchase Agreements and are subject to
qualifications and limitations agreed to by the respective parties in connection
with negotiating the terms of the Purchase Agreements, including information
contained in confidential disclosure schedules that the parties exchanged in
connection with signing the Purchase Agreements. Accordingly, the
representations and warranties may not reflect the actual state of facts or
circumstances since they were only made as of a specific date, are modified in
important part by the underlying disclosure schedules, may be subject to a
contractual standard of materiality different from what might be viewed as
material to stockholders, or may have been used for purposes of allocating risk
between the respective parties rather than establishing matters of fact.
Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreements, which
subsequent information may or may not be fully reflected in the Company’s public
disclosures.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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Pursuant
to the Purchase Agreements described above in Item 1.01, which disclosure is
incorporated herein by reference, the Company will issue restricted shares of
its common stock to the Sellers. The issuance of these securities
will be in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933. Based upon the small number of persons
receiving the restricted stock, their financial position and sophistication and
the absence of any general solicitation, the transaction was determined not to
involve any public offering.
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Item
7.01
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Regulation
FD Disclosure.
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The full
text of the Company’s press release announcing the acquisitions is furnished as
Exhibit 99.1 to this report and is incorporated herein by this
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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2.1
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Membership
Interest Purchase Agreement, dated as of October 29, 2009, by and among
Resources Connection, Inc., Sitrick And Company, Michael S. Sitrick,
Brincko Associates, Inc., and John P. Brincko.*
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2.2
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Goodwill
Purchase Agreement, dated as of October 29, 2009, by and between Resources
Connection, Inc. and Michael S. Sitrick.*
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99.1
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Press
release of the Company dated October 29, 2009.
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*
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Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. The Company hereby agrees to furnish supplementally copies of any of
the omitted schedules and exhibits upon request by the Securities and
Exchange
Commission.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RESOURCES
CONNECTION, INC.
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(Registrant)
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By:
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/s/ Nathan W. Franke
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Date:
October 29, 2009
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Nathan
W. Franke
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Chief
Financial
Officer
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