-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdNkTVYTP9pJ1UHx5fB7cVaao+d5RsHKHo1Aj6BdcWVeNQP8+yUAHvRuIDtU3Z9i x6vREtX/6JVFOQnQPTaNXw== 0001144204-07-058990.txt : 20071108 0001144204-07-058990.hdr.sgml : 20071108 20071107182110 ACCESSION NUMBER: 0001144204-07-058990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071107 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCES CONNECTION INC CENTRAL INDEX KEY: 0001084765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330832424 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32113 FILM NUMBER: 071222843 BUSINESS ADDRESS: STREET 1: 17101 ARMSTRONG AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 7144306400 MAIL ADDRESS: STREET 1: 17101 ARMSTRONG AVENUE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: RC TRANSACTION CORP DATE OF NAME CHANGE: 20000824 8-K 1 v092877_8k.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        November 7, 2007

 
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Charter)

 
 
 
Delaware
(State or other jurisdiction
0-32113
(Commission
33-0832424
(IRS Employer
of incorporation)
File Number)
Identification No.)

 
 
17101 Armstrong Avenue, Irvine, California
92614
(Address of Principal Executive Offices)
(Zip Code)
 
 
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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Section 5 - Corporate Governance and Management
 
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
(c)    On November 7, 2007, Resources Connection, Inc. (“Resources”) announced its hiring of Nathan W. Franke for the position of Executive Vice President and Chief Financial Officer. Mr. Franke, age 46, will join Resources’ operating entity, Resources Global Professionals, effective November 26, 2007, and will serve as the company’s principal financial officer reporting to the company’s Chief Executive Officer. He will be responsible for all financial aspects of Resources’ operations including financial reporting and investor relations, among others.
 
Prior to joining Resources, Mr. Franke was a senior audit partner with the firm of Deloitte & Touche LLP for more than 22 years. During the last 12 years, Mr. Franke has worked primarily with publicly-traded companies in the consumer and technology industries. Resources issued a press release today announcing Mr. Franke’s hire. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by this reference.
 
The Company hired Mr. Franke pursuant to a written offer letter. A copy of the offer letter is attached as Exhibit 99.2 hereto and incorporated herein by this reference. The offer letter provides, among other things, that Mr. Franke will receive a base salary of $300,000 per year. In connection with his hiring, Mr. Franke was awarded 25,000 stock options pursuant to the company’s 2004 Performance Incentive Plan, to be granted on the next option award date applicable to his hire. The stock options are scheduled to vest in annual installments over four years.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(c)    Exhibits.
 
99.1  
Text of press release, dated November 7, 2007.
 
99.2  
Text of offer letter, dated November 6, 2007 between Nathan W. Franke and Resources Global Professionals.
 

 
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: November 7, 2007
 
 
By: /s/ Donald B. Murray
   
 
Donald B. Murray
 
Chief Executive Officer

 
 

 

EX-99.1 2 v092877_ex99-1.htm
Resources Global Professionals Names Nate Franke Executive Vice President and Chief Financial Officer

IRVINE, Calif., Nov. 7 /PRNewswire-FirstCall/ -- Resources Global Professionals ("Resources"), a multinational provider of professional services and the operating subsidiary of Resources Connection, Inc. (Nasdaq: RECN), today announced the appointment of Nate Franke as executive vice president and chief financial officer, effective November 26.
 
In this role, Mr. Franke will be responsible for all financial aspects of Resources' operations, including financial reporting and investor relations. Mr. Franke, 46, joins Resources after 22 years at Deloitte & Touche LLP, where, for the past twelve years, he served as an audit partner primarily working with publicly traded companies in the consumer and technology industries. Mr. Franke will be based in Resources' Irvine headquarters and report to Donald B. Murray, chairman and chief executive officer.
 
"We are thrilled that Nate has agreed to join Resources," said Murray. "He is an accomplished financial executive with a wealth of relevant expertise and he will add substantial value to Resources' clients, investors and employees."
 
"I'm excited to become part of this dynamic, global organization and I look forward to working alongside my colleagues at Resources to execute the growth and strategic goals of the organization," said Franke.
 
Mr. Franke will be responsible for overseeing the financial side of a business that generated $735.9 million in revenue in fiscal 2007, employs more than 4,000 professionals globally and has grown to more than 80 practice offices worldwide during the past 10 years.
 
"Nate's background is perfectly suited for dealing with today's increasingly complex regulatory environment," said Neil Dimick, member of Resources' Board of Directors and chairman of its Audit Committee. "We are very excited to have him join our company."
 
As CFO, Mr. Franke succeeds Anthony Cherbak, executive vice president and chief operating officer, who has served as acting CFO since September, following the departure of Stephen J. Giusto. With Mr. Franke's appointment, Mr. Cherbak will return to his role as Resources' COO.
 
Mr. Franke is a certified public accountant (CPA) and a member of the American Institute of Certified Public Accountants. He is a graduate of the University of California, Santa Barbara, and holds his Masters in Business Administration from the University of California, Irvine. Mr. Franke is also a part-time lecturer in financial reporting and analysis at the University of California, Irvine, Merage School of Business. He lives in North Tustin, California, with his wife and two children. An active coach in local youth athletics, Mr. Franke also enjoys fishing, scuba diving and water skiing.

ABOUT RESOURCES GLOBAL PROFESSIONALS
 
Resources Global Professionals is a multinational professional services firm that helps business leaders execute internal initiatives. Working as members of client teams, we solve problems, execute and transfer knowledge. Partnering with business leaders, we drive internal change across all parts of a global enterprise -- finance and accounting, information management, internal audit, human capital, legal services and supply chain management.
 
Resources Global was founded in 1996 within a Big Four accounting firm. Today, we are a publicly traded company with over 4,100 professionals, from more than 80 practice offices, serving 2,200 clients around the world.
 
Headquartered in Irvine, California, Resources Global has served 81 of the Fortune 100 companies.
 
The Company is listed on the NASDAQ Global Select Market, the exchange's highest tier by listing standards. More information about Resources Global is available at http://www.resourcesglobal.com.
EX-99.2 3 v092877_ex99-2.htm
November 6, 2007
PRIVATE & CONFIDENTIAL
Mr. Nathan W. Franke       
18172 Rainier Drive
Santa Ana, CA 92705

Dear Nate:

We are pleased to extend to you an offer of employment with Resources Global Professionals as Executive Vice President and Chief Financial Officer in our Resources Service Center located in Irvine. Below, enumerated are the terms and conditions of your offer.

·  
Your starting salary will be $300,000 per annum, payable in bi-weekly installments. In addition, you will be eligible for bonus consideration annually based on your contribution for that year subject to the company’s Executive Incentive Plan.

·  
We intend to grant you 25,000 stock options at a fair market value price on the next option award date following your hire date. The company grants options each quarter, at the fair market value on the first market date in January, April, July and October. These options are granted subject to the company's 2004 Performance Incentive Plan and receipt of your signed offer letter by the Stock Plan Administrator.

·  
Your start date will be a mutually agreed upon date. Your employment with Resources is conditional upon the satisfactory completion of a background and reference check. Resources will notify you upon release of all contingencies. Please note: Notice should not be given to your current employer until all contingencies have been released. Furthermore, employment with Resources cannot commence until all contingencies have been released.

·  
Resources' current benefit program covers group insurance benefits. The comprehensive group insurance benefit program includes medical, vision, dental, long-term disability, basic, optional and dependent life insurance options, and a flexible spending plan. Resources underwrites 70 percent of your medical, vision, dental, long-term disability and basic life insurance election. Eligibility for health programs will start sixty (60) days from the first day of the calendar month following your date of hire. You may want to explore COBRA coverage from your current employer prior to becoming eligible for Resources benefits. 

·  
There is also a comprehensive Personal Time Off Program. Under this program you will accrue 28 paid personal days off per year, and under this plan you are not asked to account for the time off; i.e., vacation, sick leave or personal time, etc.

·  
We have a voluntary 401(k) plan with an annual discretionary matching contribution and an Employee Stock Purchase Plan that allows eligible employees to purchase shares of the company’s stock at a 15% discount.

In order to comply with the Immigration Reform and Control Act of 1986, it will be necessary for you to provide documentation verifying your employment eligibility. You will also be required to sign the enclosed Resources' Confidentiality, Inventions and Non-Solicitation Agreement.

Your employment will be at-will and this offer does not create a contract of employment or employment for a specified term. This letter and our employment application are intended to be the final, complete, and exclusive statement of the terms of the offer of employment to you.
 
 

 

Mr. Nathan W. Franke
November 6, 2007
           
Page 2


To confirm your acceptance of our offer and the terms of this letter, please sign below in the space provided and return the original letter to us within four (4) business days from the date of this letter, along with the signed agreement. This offer will expire on November 12, 2007. Please retain one copy of the letter for your records. If there are any concerns regarding the background check, please notify me as soon as possible.

Nate, I personally want to express to you our enthusiasm about your involvement with Resources Global Professionals. If you have any issues or concerns regarding the acceptance of your new position, please contact me. We look forward to your participation and extend best wishes in this new endeavor.

Sincerely,


Kate W. Duchene
Chief Legal Officer
Executive Vice President of Human Resources


I hereby accept Resources Global Professionals’ employment offer as described in this letter. I understand that my acceptance of this offer does not constitute an employment contract and that this offer of employment may be terminated, either by Resources Global Professionals or myself at anytime, for any reason, with or without notice.



                           
Signature
 
Date


Resources Global Professionals is an Equal Opportunity Employer.
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