##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 RESOURCES CONNECTION, INC.
  
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    33-0832424
(I.R.S. Employer
Identification No.)
 
 
 Resources Connection, Inc. 2004 Performance Incentive Plan
Resources Connection, Inc. Employee Stock Purchase Plan
  
 
  
 
  Large accelerated filer þAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  Proposed
    
    
    ProposedMaximum
    
    
    MaximumTitle Of
    
    
    Amount
    
    
    Offering
    
    
    Aggregate
    
    
    Amount OfSecurities
    
    
    To Be
    
    
    Price
    
    
    Offering
    
    
    RegistrationTo Be Registered
    
    
    Registered
    
    
    Per Share
    
    
    Price
    
    
    FeeCommon Stock, par
value $0.01 per
share, issuable
under the
Resources
Connection, Inc.
2004 Performance
Incentive Plan
    
    
    2,000,000(1) shares
    
    

$15.975(2)
    
    

$31,950,000.00(2)
    
    

$1,783(2)Common Stock, par
value $0.01 per
share, issuable
under the
Resources
Connection, Inc.
Employee Stock
Purchase Plan
    
    
    2,000,000(1) shares
    
    

$15.975(2)
    
    

$31,950,000(2)
    
    

$1,783(2)TOTALS
    
    
    4,000,000(1) shares
    
    

$15.975
    
    

$63,900,000
    
    

$3,566
 
 (1)
    
    This Registration Statement covers, in addition to the number of shares of Resources, Connection, Inc., a Delaware corporation
(the Company or the Registrant), Class A common stock, par value $0.01 per share (the Common Stock), stated above, options and other
rights to purchase or acquire the shares of Common Stock covered by this Registration Statement 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 that may be offered
or issued pursuant to the Resources Connection, Inc. 2004 Performance Incentive Plan (the 2004 Plan) and the Resources Connection, Inc.
Employee Stock Purchase Plan (the ESP Plan and, together with the 2004 Plan, the Plans) as a result of one or more adjustments under the
Plans to prevent dilution resulting from one or more stock splits, stock dividends, or similar transactions.(2)
    
    Pursuant to Securities Act 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 April 6, 2009, as quoted on the Nasdaq Global Market.




---



TABLE OF CONTENTS  PART IPART IIItem 3.Item 5.Item 8.SIGNATURESEXHIBIT INDEXEX-5EX-23.1    Table of Contents  EXPLANATORY NOTE
  
 
 PART I




---



##### Table of Contents



PART II
 
 
 Item 3. Incorporation of Certain Documents by Reference
  (a)
    
    The Companys Annual Report on Form 10-K for its fiscal year ended May
31, 2008, filed with the Commission on July 30, 2008 (Commission File
No. 000-32113);(b)
    
    The Companys Quarterly Reports on Form 10-Q for its fiscal quarters
ended August 30, 2008 and November 29, 2008, filed with the Commission
on October 9, 2008 and January 8, 2009, respectively (Commission File
No. 000-32113);(c)
    
    The Companys Current Reports on Form 8-K filed with the Commission on
June 3, 2008 and July 21, 2008 (each, Commission File No. 000-32113);(d)
    
    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 (Commission File No. 000-32113), which incorporates
such description from the Companys Registration Statement on Form S-1
filed with the Commission on September 1, 2000 (Commission File No.
333-45000), which description is also incorporated herein by
reference, and any amendment or report filed for the purpose of
updating such description;(e)
    
    The Companys Registration Statements on Form S-8 relating to the 2004
Plan, filed with the Commission on August 16, 2005 (Commission File
No. 333-127579) and April 16, 2007 (Commission File No. 333-142145);
and(f)
    
    The Companys Registration Statement on Form S-8 relating to the ESP
Plan, filed with the Commission on February 2, 2001 (Commission File
No. 333-54880).
  
 Item 5. Interests of Named Experts and Counsel
  
 Item 8. Exhibits




---



##### Table of Contents



SIGNATURES
  By:
    /s/ THOMAS D. CHRISTOPOULThomas D. ChristopoulChief Executive Officer and President POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ DONALD B. MURRAY

Donald B. Murray
    
    Executive Chairman of the
Board of Directors
    
    April 1, 2009/s/ THOMAS D.
CHRISTOPOUL

Thomas D. Christopoul
    
    Chief Executive Officer,
President and Director
(Principal Executive
Officer)
    
    April 3, 2009/s/ NATHAN W. FRANKE

Nathan W. Franke
    
    Chief Financial Officer,
Executive Vice President
(Principal Financial
Officer and Principal
Accounting Officer)
    
    April 1, 2009




---



##### Table of Contents



Signature
    
    Title
    
    Date/s/ NEIL DIMICK
 Neil
Dimick
    
    Director
    
    April 1, 2009/s/ KAREN M. FERGUSON

Karen M. Ferguson
    
    Executive Vice
President and
Director
    
    April 1, 2009/s/ ROBERT F. KISTINGER
 Robert
F. Kistinger
    
    Director
    
    April 1, 2009/s/ A. ROBERT PISANO
 A.
Robert Pisano
    
    Director
    
    March 31, 2009/s/ ANNE SHIH
 Anne
Shih
    
    Director
    
    April 1, 2009/s/ JOLENE SYKES SARKIS
 Jolene
Sykes Sarkis
    
    Director
    
    March 31, 2009




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit4.1
    
    Resources Connection, Inc. 2004 Performance Incentive Plan. (Filed as Annex A
to the Companys Proxy Statement filed with the Commission pursuant to Section
14(a) of the Exchange Act on September 11, 2008 (Commission File No. 000-32113)
and incorporated herein by this reference.)4.2
    
    Resources Connection, Inc. Employee Stock Purchase Plan. (Filed as Annex B to
the Companys Proxy Statement filed with the Commission pursuant to Section
14(a) of the Exchange Act on September 11, 2008 (Commission File No. 000-32113)
and incorporated herein by this reference.)5.
    
    Opinion of Counsel.23.1
    
    Consent of Independent Registered Public Accounting Firm.23.2
    
    Consent of Counsel (included in Exhibit 5).24.
    
    Power of Attorney (included in this Registration Statement under Signatures).