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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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 Person
Authorized to Receive Notices and Communications)
June 13, 1997
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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 ___.
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
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter M. Kuhlmann
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds (See Instructions)
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization United States citizen
7 Sole Voting Power
Number of 2,600
Shares
Beneficially 8 Shared Voting Power
Owned By 138,312
Each
Reporting 9 Sole Dispositive Power
Person 2,600
With
10 Shared Dispositive Power
138,312
11 Aggregate Amount Beneficially Owned By Each Reporting Person
140,912
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions) / /
13 Percent of Class Represented by Amount in Row (11) 2.0%
14 Type of Reporting Person (See Instructions)
IN
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CUSIP
No. 749360103 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Limeport Investments, L.L.C.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds (See Instructions)
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power
Number of 138,312
Shares
Beneficially 8 Shared Voting Power
Owned By -----
Each
Reporting 9 Sole Dispositive Power
Person 138,312
With
10 Shared Dispositive Power
-----
11 Aggregate Amount Beneficially Owned By Each Reporting Person
138,312
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions) / /
13 Percent of Class Represented by Amount in Row (11) 1.9%
14 Type of Reporting Person (See Instructions)
OO
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CUSIP
No. 749360103 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
P.M. Capital, Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds (See Instructions)
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization Ontario
7 Sole Voting Power
Number of -------
Shares
Beneficially 8 Shared Voting Power
Owned By 138,312
Each
Reporting 9 Sole Dispositive Power
Person
With ------
10 Shared Dispositive Power
138,312
11 Aggregate Amount Beneficially Owned By Each Reporting Person
138,312
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions) / /
13 Percent of Class Represented by Amount in Row (11) 1.9%
14 Type of Reporting Person (See Instructions)
CO
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CUSIP
No. 749360103 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter Munk
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3 SEC Use Only
4 Source of Funds (See Instructions)
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization Canadian
7 Sole Voting Power
Number of -------
Shares
Beneficially 8 Shared Voting Power
Owned By 138,312
Each
Reporting 9 Sole Dispositive Power
Person
With ------
10 Shared Dispositive Power
138,312
11 Aggregate Amount Beneficially Owned By Each Reporting Person
138,312
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions) / /
13 Percent of Class Represented by Amount in Row (11) 1.9%
14 Type of Reporting Person (See Instructions)
IN
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This statement constitutes the second amendment to the statement on
Schedule 13D filed by Peter M. Kuhlmann ("Kuhlmann") with the Securities and
Exchange Commission on January 22, 1996 (the "Schedule 13D") in connection with
his ownership of shares of common stock, par value $0.05 per share (the "Common
Stock"), of RCM Technologies, Inc. (the "Company"). This statement is being
filed to report that as a result of the sale of shares of Common Stock described
in Item 5 of this Amendment No. 2, as of the close of business on June 13, 1997,
Kuhlmann, Limeport, PM and Munk ceased to be the beneficial owner of more than
five percent (5%) of the issued and outstanding Common Stock. Unless otherwise
indicated, all terms referred to herein shall have the same meaning as set forth
in the Schedule 13D, as amended.
ITEM 5. Interest in Securities of Issuer.
(a)(i) As of the close of business on June 13, 1997, Kuhlmann
owned 2,600 shares of Common Stock, as to which he has sole voting and
dispositive power, and had shared voting and dispositive power with respect to
an additional 138,312 shares of Common Stock by virtue of being a member of
Limeport, the record owner of such shares, for a total of 140,912 shares.
140,912 shares constitute 2.0% of the issued and outstanding Common Stock (based
on 7,139,863 shares of Common Stock outstanding as of June 13, 1997, which the
Company reported in its prospectus, dated June 10, 1997 (the "Prospectus"),
would be outstanding after the issuance of 2,323,187 shares of Common Stock by
the Company on June 13, 1997, pursuant to the Prospectus).
(ii) As of the close of business on June 13, 1997, Limeport
owned 138,312 shares of Common Stock as to which it has sole voting and
dispositive power. 138,312 shares constitute 1.9% of the issued and outstanding
Common Stock.
(iii) As of the close of business on June 13, 1997, PM had
shared voting and dispositive power with respect to 138,312 shares of Common
Stock by virtue of being a member of Limeport, the record owner of such shares.
138,312 shares constitute 1.9% of the issued and outstanding Common Stock.
(iv) As of the close of business on June 13, 1997, Munk had
shared voting and dispositive power with respect to 138,312 shares of Common
Stock by virtue of being the sole director and sole stockholder of PM, which is
a member of Limeport, the record owner of such shares. 138,312 shares constitute
1.9% of the issued and outstanding Common Stock.
(b) The responses of each of Kuhlmann, Limeport, PM and Munk
to Items (7) through (11) of the portions of the cover page of this statement
which relate to shares of Common Stock beneficially owned are incorporated
herein by reference.
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(c) On June 13, 1997, Limeport sold to the underwriters of the
offering described in the Prospectus, 138,313 shares of Common Stock at $9.50
per share, for an aggregate amount of $1,313,973.50.
(d) Not applicable.
(e) On June 13, 1997, each of the reporting persons ceased to
be the beneficial owner of more than five percent (5%) of the Common Stock of
the Company.
ITEM 7. Material to be Filed as Exhibits.
The following is filed herewith as exhibits to the Schedule
13D to which this Amendment No. 2 relates:
Consecutively
Numbered Page
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5. Agreement among the signatories of this 12
statement with respect to its filing.
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Signature
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: June 23, 1997
s/Peter Kuhlmann
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PETER M. KUHLMANN
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Signature
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: June 23, 1997
LIMEPORT INVESTMENTS, L.L.C.
By: s/Peter Kuhlmann
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Peter M. Kuhlmann, Member
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Signature
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: June 23, 1997
P.M. CAPITAL, INC.
By: s/Peter Munk
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Peter Munk, President
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Signature
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: June 23, 1997
s/Peter Munk
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PETER MUNK
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Exhibit 5
AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Amendment to the Schedule 13D filed on or about this date with respect to
the undersigneds' beneficial ownership of shares of common stock of RCM
Technologies, Inc. is being filed on behalf of each of us. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Dated: June 23, 1997
s/Peter Munk s/Peter Kuhlmann
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Peter Munk Peter M. Kuhlmann
P.M. CAPITAL, INC. LIMEPORT INVESTMENTS, L.L.C.
By: s/Peter Munk By: s/Peter Kuhlmann
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Peter Munk, President Peter M. Kuhlmann, Member
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