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RGP Resources Connection

Filed: 26 May 21, 4:06pm

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): May 25, 2021
 
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)

 
Delaware
 0-32113
 33-0832424
(State or Other Jurisdiction of
Incorporation)
 (Commission File Number) 
(I.R.S. Employer 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
 
(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:
 
☐   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))

Title of each class Trading Symbol(s) 
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
 RGP
 
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01Entry into a Material Definitive Agreement.
 
On May 25, 2021, Resources Connection, Inc. (the “Company”), Resources Connection LLC, a Delaware limited liability company, certain domestic subsidiaries of the Company as guarantors and certain other parties entered into that certain Sixth Amendment to Credit Agreement (the “Sixth Amendment”), which amended the Credit Agreement, dated as of October 17, 2016 (as amended, the “Credit Agreement”). The Sixth Amendment, among other things, (1) revises Consolidated EBITDA (as defined in the Credit Agreement) to include addbacks for certain non-recurring restructuring costs, (2) includes customary provisions relating to the transition from LIBOR as the benchmark interest rate under the Credit Agreement, including providing for a Benchmark Replacement (as defined in the Credit Agreement) to replace LIBOR and (3) decreases the interest rate floor from 0.25% to 0%.

The above description of the changes under the Credit Agreement is qualified in its entirety by reference to the text of the Sixth Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(c) Exhibits  
   
Exhibit No. Description
   
 
104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

Date: May 26, 2021
RESOURCES CONNECTION, INC.
 
 
 
 
By:/s/ Kate W. Duchene
 
 
Kate W. Duchene
 
 
President and Chief Executive Officer