SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
RCM TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
749360103
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(CUSIP Number)
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Attn: Salomon R. Sassoon Esq.
Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 12, 1996
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(Date of Event which Requires Filing 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 space .
----
Check the following space if a fee is being paid with the 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 five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
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CUSIP
No. 749360103 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter M. Kuhlmann
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* PF and OO
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5 Check Box if Disclosure of Legal Proceedings is Required [ ]
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6 Citizenship or Place of Organization
United States citizen
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7 Sole Voting Power
Number of
Shares 13,000
Beneficially -----------------------------------------------------------------
8 Shared Voting Power
Owned By
1,666,666
Each
Reporting -----------------------------------------------------------------
9 Sole Dispositive Power
Person
1,679,666
With -----------------------------------------------------------------
10 Shared Dispositive Power
--
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,679,666
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11)
9.5%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security and Issuer
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This Statement relates to the Common Stock, $.05 par value (the
"Common Stock"), of RCM Technologies, Inc. (the "Company"). The address of the
principal executive offices of the Company is 2500 McClellan Avenue (Suite
350), Pennsauken, New Jersey 08109-4613.
ITEM 2. Identity and Background
-----------------------
(a) Peter M. Kuhlmann (the "Investor").
(b) The business address of the Investor is 1211 Avenue of the
Americas, New York, New York 10036.
(c) The present principal occupation of the Investor is general
partner of Acquest International L.P., an investment banking firm which
primarily advises its clients in merger and acquisition transactions. Acquest
International L.P. has its principal office at 1211 Avenue of the Americas, New
York, New York 10036.
(d) The Investor has not during the last five years been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors, if any).
(e) The Investor, within the last five years, has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Investor 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 violations with respect to such laws.
(f) The Investor is a United States citizen.
ITEM 3. Source and Amounts of Funds or Other Consideration
--------------------------------------------------
The Investor has purchased 13,000 shares of Common Stock for a total
consideration (including brokerage commissions) of approximately $9,954.00.
The Investor acquired such shares of Common Stock utilizing his personal funds.
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The Investor has also entered into an agreement (the "Agreement")
with the Company, dated January 12, 1996, pursuant to which the Investor has
the right to purchase such number of shares of Common Stock which equals
$1,000,000 divided by the purchase price per share as determined under the
Agreement. The Investor's obligation to purchase shares under the Agreement is
subject to the Investor obtaining financing of $1,000,000 on terms acceptable
to the Investor in his sole discretion. The Investor is seeking such financing
but has not obtained any commitments to date.
ITEM 4. Purpose of Transaction.
----------------------
The Investor has acquired the 13,000 shares of Common Stock that he
owns and intends to acquire the shares of Common Stock subject to the Agreement
for investment purposes. The Investor may (i) purchase additional shares of
Common Stock (subject to availability of shares at prices deemed favorable by
him and the availability of financing) from time to time in the open market or
in privately negotiated transactions (although there is no assurance that he
will do so) or (ii) seek to sell his shares of Common Stock in the open market
or in privately negotiated transactions.
Except as set forth above, the Investor has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (g) of Item 4 of Schedule 13D.
ITEM 5. Interests in Securities of Issuer.
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(a) As of January 19, 1996, the Investor owned 13,000 shares of
Common Stock and had the right to acquire 1,666,666 shares of Common Stock
pursuant to the Agreement for a total of 1,679,666 shares. 1,679,666 shares
constitute 9.5% of the Common Stock (based on 15,961,118 shares of Common Stock
outstanding, as reported by the Company on its Form 10-K for the period ended
October 31, 1995, plus 1,666,666 shares of Common Stock that the Investor had
the right to acquire under the Agreement as of January 19, 1996).
(b) The response of the Investor to Items (7) through (11) of the
portions of the cover page of this Schedule 13D which relates to shares of
Common Stock beneficially owned are incorporated herein by reference.
Pursuant to the Agreement, the Investor granted Leon Kopyt
("Kopyt") an irrevocable proxy entitling him to vote the shares of Common Stock
that the Investor may purchase under the Agreement in connection with the
election of directors of the Company. The following information has been
provided by Kopyt to the Investor:
(i) The business address of Kopyt is RCM Technologies, Inc.,
2500 McClellan Avenue (Suite 350), Pennsauken, New Jersey 08109-4613.
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(ii) The present principal occupation of Kopyt is Chairman,
Chief Executive Officer and President of the Company, a provider of temporary
and contract personnel. The Company has its principal office at 2500 McClellan
Avenue (Suite 350), Pennsauken, New Jersey 08109-4613.
(iii) Kopyt has not during the last five years been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors, if any).
(iv) Kopyt, within the last five (5) years, has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Kopyt 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 violations with respect to such laws.
(v) Kopyt is a United States citizen.
(c) The Investor entered into the Agreement with the Company on
January 12, 1996. Pursuant to the Agreement, the Investor has the right to
purchase such number of shares of Common Stock which equals $1,000,000 divided
by the purchase price per share as determined pursuant to the Agreement. Under
the Agreement, the purchase price per share is the greater of $0.60 or the
product of (i) the average of the closing prices for the shares as reported by
NASDAQ Stock Market for the twenty (20) trading days immediately preceding the
date of purchase by the Investor (the "Average Price") and (ii) (A) 80% if the
Average Price is less than $1.00, (b) 77.5% if the Average Price is equal to or
more than $1.00 but less than $1.25 or (C) 75% if the Average Price is $1.25 or
more. If the Investor were to exercise his right to purchase shares under the
Agreement on January 19, 1996, he would be able to purchase 1,666,666 shares at
$0.60 per share. The shares subject to the Agreement are unregistered shares.
Under the Agreement, however, the Company has agreed to register such shares by
filing a Shelf Registration Statement with the Securities and Exchange
Commission by February 15, 1997 and by thereafter seeking to obtain the
effectiveness thereof.
(d) Not applicable
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
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Except for the Agreement, the Investor does not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Company. Pursuant to the Agreement, the Investor granted Kopyt an
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<PAGE>
irrevocable proxy entitling him to vote the shares of Common Stock that the
Investor may purchase under the Agreement in connection with the election of
directors of the Company. See Item 5(c) for this Schedule 13D for a
description of other material provisions of the Agreement.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
The following is filed herewith as an exhibit to this Schedule 13D.
1. The agreement, dated as of January 12, 1996, between the
Investor and the Company.
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Signature
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: January 19, 1996
/s/ Peter M. Kuhlmann
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PETER M. KUHLMANN
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EXHIBIT 1
RCM TECHNOLOGIES, INC.
2500 McClellan Avenue (Suite 350)
Pennsauken, New Jersey 08109-4613
January 12, 1996
Mr. Peter Kuhlmann
c/o Acquest International, L.P.
1211 Avenue of the Americas
New York, New York 10036
Dear Mr. Kuhlmann:
This letter will confirm our agreement with respect to
the issuance and sale by RCM Technologies, Inc. (the "Company"),
and the purchase by you, of shares of Common Stock, $.05 par
value, of the Company.
1. Subscription. On the terms and subject to the
------------
conditions set forth in this agreement, the Company hereby agrees
to sell to you, and you hereby agree to purchase from the Company,
on the "Closing Date" (as hereinafter defined) such number of
shares of Common Stock, $.05 par value (the "Shares"), of the
Company which equals the amount of $1,000,000 divided by the
purchase price per Share as determined pursuant to this Section 1.
The purchase price per Share shall equal the greater of $0.60 or
the product of (i) the average of the closing prices for the
Shares as reported by NASDAQ Stock Market for the twenty (20)
trading days immediately preceding the Closing Date (the "Average
Price") and (ii) (A) 80% if the Average Price is less than $1.00,
(b) 77.5% if the Average Price is equal to or more than $1.00 but
less than $1.25 or (C) 75% if the Average Price is $1.25 or more.
On the Closing Date, you shall pay the purchase price for the
Shares by delivering to the Company a certified or bank cashier's
check in the amount of $1,000,000 against delivery of a stock
certificate representing the Shares.
2. Representations and Warranties of the Company. The
---------------------------------------------
Company represents and warrants to you as follows:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Nevada.
(b) The Company has all requisite legal and
corporate power to execute this Agreement. The execution,
delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby have been
authorized by all necessary corporate action on the part of the
Company.
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(c) This Agreement has been duly executed by the
Company and, assuming due and valid execution and delivery of the
same by you, constitutes the valid and legally binding obligation
of the Company enforceable in accordance with its terms.
(d) The Shares, when delivered to you, will be
duly and validly issued, fully paid and nonassessable.
3. Representations and Warranties of Subscriber. You
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hereby represent and warrant to the Company as follows:
(a) Investigation. You have made your own
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investigation of the financial condition and affairs of the
Company and the nature of its business and are fully familiar with
the same, and you have such knowledge and experience in financial
and business matters that you are capable of evaluating the risks
of your investment in the Shares.
(b) Access to Information. You have had access to
---------------------
all material and relevant information concerning the Company
necessary to enable you to make an informed investment decision
with respect to your investment in the Shares. You acknowledge
that you had the opportunity to ask questions of and receive
answers from, and to obtain additional information from, the
Company or its representatives concerning the terms and conditions
of the acquisition of the Shares and the present and proposed
business and financial condition of the Company and have had all
such questions answered to your satisfaction and have been
supplied all information requested.
(c) SEC Reports. You acknowledge that you have
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been provided with, and reviewed to your satisfaction, copies of
the reports which the Company is required to file with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Reports") for the two-year period
preceding the date of this Agreement.
(d) Financial Matters and Sophistication. You
------------------------------------
have such knowledge and experience in business and financial
matters, such that you are capable of evaluating the merits and
risks of investing in the Shares. You represent that you are:
(i) an "accredited investor" as defined in
Rule 501(a) of Regulation D promulgated under the Securities Act
of 1933 (the "1933 Act"); and
(ii) that you are capable of assuming the risk
of investing in the Shares.
(e) Investment Intent.
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<PAGE>
(i) You are acquiring the Shares for your own
account and not on behalf of any other person (except that you may
assign your rights herein prior to Closing pursuant to Section 10
hereof);
(ii) You are acquiring the Shares for
investment and not with a view to distribution or with the intent
to divide your participation with others by reselling or otherwise
distributing the Shares (except that you may assign your rights
herein prior to Closing pursuant to Section 10 hereof); and
(iii) Neither you nor anyone acting on your
behalf has paid or will pay any commission or other remuneration
to any person in connection with the purchase of the Shares,
except as set forth herein.
(f) Understanding of Investment Risks.
---------------------------------
You understand that an investment in the Shares
involves a degree of risk. The Shares are a suitable investment
only if you can afford a total loss of your investment. Before
making the decision to purchase the Shares, you do hereby
acknowledge that you have considered carefully, among other
things, the speculative nature of an investment in shares of a
public company and a number of risks associated with an investment
in the Shares.
(g) Understanding of Nature of Shares. You
---------------------------------
understand that:
(i) The Shares have not been registered under
the 1933 Act or any state securities laws and are being issued and
sold in reliance upon certain of the exemptions contained in the
1933 Act and under applicable state securities laws;
(ii) The Shares are "restricted securities"
as that term is defined in Rule 144 promulgated under the 1933
Act;
(iii) The Shares cannot be sold or
transferred without registration under the 1933 Act and applicable
state securities laws, unless the Company receives an opinion of
counsel reasonably acceptable to it (as to both counsel and the
opinion) that such registration is not necessary;
(iv) The Shares and any certificates issued
in replacement therefor shall bear the following legend, in
addition to any other legend required by law or otherwise:
"The securities represented by this
certificate have not been registered
under the Securities Act of 1933, as
amended. The securities represented
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by this certificate have been taken
by the registered owner for
investment, and without a view to
resale or distribution thereof, and
may not be transferred or disposed
of without an opinion of counsel
satisfactory to the issuer that such
transfer or disposition does not
violate the Securities Act of 1933,
as amended, or the rules and
regulations thereunder."
(v) Only the Company can register the Shares
under the 1933 Act and applicable state securities laws;
(vi) Except as set forth in this Agreement,
no representations have been made to you that the Company will
register the Shares under the 1933 Act or any applicable state
securities laws, or with respect to compliance with any exemption
therefrom; and
(vii) The Company may, from time to time,
make stop transfer notations in its transfer records to ensure
compliance with the 1933 Act.
(h) No Other Representations. No representation,
------------------------
warranty or other statement or assertion has been made to you by
the Company or by any officer or director of the Company to induce
you to purchase the Shares, other than as set forth herein.
4. Conditions Precedent to Your Obligation. Your
---------------------------------------
obligation to consummate the purchase of the Shares on the Closing
Date is, at your option, subject to the satisfaction of the
following conditions:
(a) Each of the representations of the Company
contained in Paragraph 2 hereof shall be true and correct when
made and in all material respects as of the Closing Date with the
same force and effect as though the same had been made on and as
of the Closing Date.
(b) You shall have obtained financing of
$1,000,000 on terms acceptable to you in your sole discretion.
(c) The Company has completed the acquisition of
all or substantially all of the assets, stock or business of The
Consortium, Inc. (the "Consortium Acquisition").
(d) You shall have received the Registration
Rights Agreement, described in Section 8 hereof, duly executed by
the Company.
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<PAGE>
5. The Closing. The closing of the transactions
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contemplated by this Agreement (the "Closing") shall take place at
the offices of the Company, 2500 McClellan Avenue (Suite 350),
Pennsauken, New Jersey 08109-4613 on a date specified by you by
written notice given at least three (3) days prior to such date.
Either party shall have the right to terminate this Agreement, but
only prior to the Company's receipt of the foregoing notice, upon
written notice to the other in the event that the Closing has not
occurred on or prior to the earlier of (i) ten (10) days after the
closing of the Consortium Acquisition or (ii) May 31, 1996. The
time and date of the Closing is referred to in this Agreement as
the "Closing Date."
6. Survival of Representations and Warranties. The
------------------------------------------
parties hereto agree that the representations and warranties
contained in this Agreement shall survive the execution and
delivery of this Agreement, and the Closing hereunder, regardless
of any investigation made by the parties hereto. The election of
any party to proceed with the Closing shall not be construed as a
waiver of any of his rights hereunder and the waiver of any such
right shall not be deemed a waiver of any other right derived
hereunder.
7. Voting of the Shares. You hereby agree that, for
--------------------
so long as you retain any Shares, Leon Kopyt is granted an
irrevocable proxy entitling him to vote the Shares owned by you,
or to execute and deliver written consents or otherwise act with
respect to such Shares as fully, to the same extent and with the
same effect as you might or could do under any applicable laws or
regulations governing the rights and powers of shareholders of a
corporation organized under the laws of the State of Nevada, in
connection with the election of directors of the Company, at any
regular or special meetings of the shareholders.
8. Registration Rights Agreement. On the Closing
-----------------------------
Date, the Company shall execute and deliver to you a Registration
Rights Agreement which provides that the Company will, at its sole
cost and expense, prepare and file with the Securities and
Exchange Commission a Shelf Registration Statement covering all
the Shares then owned by you by February 15, 1997 and thereafter
seek to obtain the effectiveness thereof. The Registration Rights
Agreement shall also provide that the Company shall maintain the
effectiveness of such Shelf Registration Statement until such time
as Rule 144 promulgated under the 1933 Act becomes available to
you with respect to the resale of the Shares. Notwithstanding the
foregoing, the Company shall have no obligation (i) to assist in
the offering or disposition of the Shares, (ii) to obtain a
commitment from an underwriter relative to the sale of the Shares,
or (iii) to include such Shares within an underwritten offering.
9. Notices. Any notices or other communications
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required or permitted hereunder shall be sufficiently given if in
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writing and personally delivered, sent by electronic facsimile
transmission with a copy by first class mail, sent by overnight
courier service, or sent by first class, registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows or to such other address as a party may hereafter
designate by notice given pursuant hereto:
In the case of the Company:
RCM Technologies, Inc.
2500 McClellan Avenue (Suite 350)
Pennsauken, New Jersey 08109-4613
Attn: Leon Kopyt, Chief Executive Officer
Fax No.: (609) 486-0802
In the case of Peter Kuhlmann:
Peter Kuhlmann
c/o Acquest International, L.P.
1211 Avenue of the Americas
New York, New York 10036
Fax No.: (212) 719-1763
10. Successors and Assigns. This Agreement shall be
----------------------
binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, personal
representatives, successors and assigns. Notwithstanding the
foregoing, this Agreement and all rights and obligations hereunder
may not be assigned or transferred, without the prior written
consent of the other party, except that you may assign your rights
hereunder to any partnership of which you are a general partner or
any limited liability company of which you are a member, provided
that such partnership or limited liability company agrees in
writing to be bound by the terms hereof.
11. Entire Agreement; Amendments. This Agreement
----------------------------
constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and may be amended only by a
writing executed by you and the Company.
12. Governing Law. This Agreement shall be governed
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by, and construed and enforced in accordance with, the laws of the
State of New York from time to time in effect.
13. Counterparts; Facsimile Signatures. This Agreement
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may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one
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instrument. A facsimile signature by any party on a counterpart
of this Agreement shall be binding and effective for all purposes.
Such party shall, however, subsequently deliver to the other party
an original, executed copy of this Agreement.
Very truly yours,
RCM TECHNOLOGIES, INC.
By:/s/ Leon Kopyt
----------------------------
Leon Kopyt,
Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ Peter M. Kuhlmann
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PETER M. KUHLMANN
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