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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 August 9, 2006
RESOURCES CONNECTION, INC.
Delaware 0-32113 33-0832424
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
695 Town Center Drive, Suite 600, Costa Mesa, California 92626
Registrant's telephone number, including area code (714) 430-6400
Not applicable
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) Election of New Director
On August 9, 2006, Resources Connection, Inc. (the "Company") announced
that its Board of Directors (the "Board") had elected Robert F. Kistinger to the
Board, effective immediately. Upon Mr. Kistinger's election, the Board also
appointed Mr. Kistinger, an independent director, as a member of the Audit
Committee. A copy of the press release announcing Mr. Kistinger's election is
attached as Exhibit 99.1 hereto and incorporated herein by this reference.
ITEM 8.01 OTHER ITEMS
At a regularly scheduled Board meeting on August 3, 2006, the Board
reaffirmed the Company's previously announced share repurchase plan. The Board
reaffirmed the Company's authorization to repurchase up to 1,460,389 shares of
its outstanding common stock (those shares remaining from the original
authorization of 3,000,000 shares); in reaffirming this authorization, the Board
added to the previously announced plan the condition that the total authorized
capital expenditure for the remaining 1,460,389 shares of common stock not
exceed $60,000,000. Purchases under the share repurchase plan, if made, will
continue to be either in the open market at prevailing prices, or in privately
negotiated transactions at then prevailing prices.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Text of press release, dated August 9, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOURCES CONNECTION, INC.
Date: August 9, 2006
By: /s/ Donald B. Murray
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Donald B. Murray
Chief Executive Officer