SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )
RCM Technologies, Inc.
_______________________________________________________________________
(Name of Issuer)
Common Stock, par value $.05 per share
_______________________________________________________________________
(Title of Class of Securities)
749360400
_______________________________________________________________________
(CUSIP Number)
Philip J. Hempleman
c/o Ardsley Advisory Partners
646 Steamboat Road
Greenwich, CT 06830
(203) 629-0661
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 19, 1996
_______________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box. [ ]
Check the following box if a fee is being paid with this statement
[x]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class. See Rule 13d-7.)
<PAGE>
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
PF with respect to IRA Account and Joint Brokerage Account;
OO with respect to Trusts
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
200,000
SHARES ____________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
100,000
OWNED BY ____________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
200,000
REPORTING ____________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
100,000
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
300,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.2%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Colleen Hempleman
____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
____________________________________________________________________________
(3) SEC USE ONLY
____________________________________________________________________________
(4) SOURCE OF FUNDS
PF with respect to Joint Brokerage Account;
OO with respect to Trusts
____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
0
SHARES __________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
130,000
OWNED BY __________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING __________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
130,000
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
130,000
____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.67%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Sanford B. Prater
____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
PF with respect to shares individually owned; OO with
respect to Trusts
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
12,500
SHARES ___________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
30,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
12,500
REPORTING ___________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
30,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
42,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.87%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of common stock, $.05 par value
(the "Shares"), of RCM Technologies, Inc. (the "Company"), whose
principal executive offices are located at 2500 McClellan Avenue, Suite
350, Pennsauken, New Jersey 08109-4613.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is filed on behalf of (i) Philip J. Hempleman,
(ii) Colleen Hempleman and (iii) Sanford B. Prater.
Mr. and Mrs. Hempleman and Mr. Prater may be referred to
herein as the "Reporting Persons".
(b) The address of the principal place of business and principal
office of each Reporting Person is c/o Ardsley Advisory Partners, 646
Steamboat Road, Greenwich, CT 06830.
(c) The principal occupations of Mr. Hempleman and Mr. Prater are
as managing partner and general partner, respectively, of a private
investment firm and a registered investment adviser under the
Investment Advisers Act of 1940, as amended, engaging in the purchase
and sale of securities for investment on behalf of discretionary
accounts and the investment funds to which it is the investment
adviser. The principal occupation of Mrs. Hempleman is as homemaker.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. and Mrs. Hempleman and Mr. Prater are all United States
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost of the Shares held in Mr. Hempleman's IRA
account (the "IRA Account"), Mr. and Mrs. Hempleman's joint brokerage
account (the "Joint Brokerage Account"), the Carter Hempleman Trust
(the "Carter Trust"), the Spencer Hempleman Trust (the "Spencer Trust")
and shares held by Mr. Prater is approximately $1,391,420.00,
$965,005.00, $140,094.00, $135,281.50, $62,500.00, respectively.
Shares held in the IRA Account were purchased with Mr. Hempleman's
personal funds. Shares held in the Joint Brokerage Account were
purchased with Mr. and Mrs. Hempleman's personal funds. Shares held by
the Trusts were purchased with the assets of the Trusts. Shares held
directly by Mr. Prater were purchased with his personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of shares of Common Stock by
each of the Reporting Persons is for investment. Each may make further
purchases of Common Stock from time to time and may dispose of any or
all of the shares of Common Stock held by it at any time. None of the
Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (b) through
(j), inclusive of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of Shares
reported beneficially owned by each person herein is based on the
number of outstanding Shares as of September 4, 1996, as reflected in
the Company's quarterly report on Form 10-Q filed with the Securities
and Exchange Commission by the Company on September 4, 1996, equal to
4,873,576.
As of the close of business on June 19, 1996:
(i) Mr. Hempleman owns beneficially the 200,000 IRA Account
Shares (constituting approximately 4.1% of the Shares outstanding) and
the 100,000 Joint Brokerage Account Shares (constituting approximately
2.05% of Shares outstanding).
(ii) Mrs. Hempleman owns beneficially the 100,000 Joint
Brokerage Account Shares (constituting approximately 2.05% of the
Shares outstanding); 15,000 Shares held by the Carter Trust
(constituting approximately 0.30% of the Shares outstanding) and 15,000
Shares held by the Spencer Trust (constituting approximately 0.30% of
the Shares outstanding).
(iii) Mr. Prater owns beneficially the 15,000 Carter
Trust Shares (constituting approximately 0.30% of the Shares
outstanding); the 15,000 Spencer Trust Shares (constituting
approximately 0.30% of the Shares outstanding) and 12,500 Shares
(constituting approximately 0.26% of the Shares outstanding).
(b) Mr. Hempleman has the shared power to vote the
100,000 Joint Brokerage Account Shares by virtue of his position as co-
holder of the Joint Brokerage Account, which he shares with his spouse,
the sole power to vote 200,000 Shares which are held in his IRA
Account, the shared power to dispose the 100,000 Joint Brokerage
Account Shares and the sole power to dispose the 200,000 IRA Account
Shares. Mrs. Hempleman, by virtue of her position as co-holder of the
Joint Brokerage Account has the shared power to vote the 100,000 Joint
Brokerage Account Shares, and, by virtue of her position as co-trustee
of each Trust, the shared power to vote the 15,000 Carter Trust Shares
and the 15,000 Spencer Trust Shares. Mrs. Hempleman does not have the
sole power to vote any Shares. Mrs. Hempleman has the shared power to
dispose the 100,000 Joint Brokerage Account Shares, the 15,000 Carter
Trust Shares and the 15,000 Spencer Trust Shares. Mrs. Hempleman does
not have the sole power to dispose any Shares. Mr. Prater, by virtue
of his position as co-trustee of the Trusts, has the shared power to
vote the 15,000 Carter Trust Shares and the 15,000 Spencer Trust
Shares. Mr. Prater has the sole power to vote 12,500 Shares. Mr.
Prater has the shared power to dispose the 15,000 Carter Trust Shares
and the 15,000 Spencer Trust Shares. Mr. Prater has the sole power to
dispose 12,500 Shares.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the
Shares from the 60th day prior to June 19, 1996 until June 19, 1996 by
the Reporting Persons are set forth on Schedule A. All such
transactions were open market transactions.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the right
to receive or the power to direct the receipt of dividends from or the
proceeds of sale of such shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or
relationships (legal and otherwise) among the persons named in Item 2
hereof or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or
voting of any other securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements as required by
Rule 13d-1(f)(1) under the Securities Exchange Act of 1934.
<PAGE>
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this
statement is true, complete and correct.
June 19, 1996
/s/ Philip J. Hempleman
Philip J. Hempleman
/s/ Colleen Hempleman
Colleen Hempleman
/s/ Sanford B. Prater
Sanford B. Prater
<PAGE>
Schedule A
Date of Purchase (P); Number of Price per
Transaction Sale(S) Shares Share
IRA Account
-----------
4/23/96 P 5,000 9.50
6/07/96 P 5,000 11.875
Philip and Colleen Joint Brokerage Account
------------------------------------------
6/14/96 P 15,000 11.292
6/19/96 P 65,000 9.875
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be
filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be
responsible for the completeness and accuracy of the information
concerning the other, except to the extent that it knows or has reason
to believe that such information is inaccurate.
Dated: June 19, 1996
/s/ Philip J. Hempleman
Philip J. Hempleman
/s/ Colleen Hempleman
Colleen Hempleman
/s/ Sanford B. Prater
Sanford B. Prater
