As filed with the Securities and Exchange Commission on October 27, 1997
Registration No. 333-37423
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
--------------------
Delaware 95-1480559
(State or other Jurisdiction (I.R.S. Identification Number)
of incorporation)
2500 McClellan Avenue
Suite 350
Pennsauken, NJ 08109
-----------------------------------------------------------
(Address including zip code, and telephone number, including area code, of
registrant's principal executive office and principal place of business)
Mr. Leon Kopyt
2500 McClellan Avenue
Suite 350
Pennsauken, NJ 08109
(60 ) 486-1777
----------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Stephen M. Cohen, Esquire
Buchanan Ingersoll Professional Corporation
Eleven Penn Center, 14th Floor
1835 Market Street
Philadelphia, PA 19103
(215) 665-8700
-----------------------------------------------
<PAGE>
Approximate date of proposed sale to the public: As soon as practicable
following the date on which this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
------------------------------
The Company hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Company shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Item 16 - Exhibits.
The following Exhibits are filed as part of this Registration Statement:
(4)(a) Warrant Agreement dated September 1, 1989, with respect to Class C
Warrants between the Registrant and American Stock Transfer and Trust
Company; incorporated by reference to Exhibit 4 (b) of the Registrant's
Form S-1 Registration Statement dated July 25, 1989, as amended August
16, 1989 and May 14, 1990 (Commission File No. 33-30109).
(4)(b) Rights Agreement dated as of March 14, 1996, between RCM Technologies,
Inc. and American Stock Transfer & Trust Company, as Rights Agent;
incorporated by reference to Exhibit 4 of the Registrant's Current
Report on Form 8-K dated March 19, 1996.
(5) Opinion of Schreck Morris.
(23)(a) Financial Data Schedule.Consent of Grant Thornton LLP. Previously
filed.
(23)(b) Consent of Schreck Morris. Included within Exhibit 5 hereto.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and authorized this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, on October
27, 1997.
RCM TECHNOLOGIES, INC.
BY: /s/ Leon Kopyt
---------------------------------
Leon Kopyt
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
/s/ Leon Kopyt Chairman, Chief Executive October 27, 1997
- -------------------- Officer, President and
Leon Kopyt Director (principal
executive officer)
* Chief Operating Officer, October 27, 1997
- --------------------- Executive Vice President
Barry S. Meyers and Director
* Executive Vice President October 27, 1997
- --------------------- and Director
Martin Blaire
* Chief Financial Officer, October 27, 1997
- ---------------------- Treasurer, Secretary and
Stanton Remer Director (principal financial
and accounting officer)
* Director October 27, 1997
- ----------------------
Norman S. Berson
* Director October 27, 1997
- ----------------------
Robert B. Kerr
* Director October 27, 1997
- ----------------------
Woodrow B. Moats, Jr.
* Power of Attorney previously filed under the Registration Statement on Form
S-3 filed October 8, 1997.
/s/ Leon Kopyt
- ------------------
Leon Kopyt
Attorney-in-fact
<PAGE>
[LETTERHEAD OF SCHRECK MORRIS]
October 27, 1997
RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, NJ 08109
Ladies and Gentlemen:
In connection with that certain Registration Statement on Form S-3
(Registration No. 333-37423) (the "Registration Statement") filed by RCM
Technologies, Inc., a Nevada corporation (the "Company") on October 8, 1997
under the Securities Act of 1933, as amended (the "Act"), relating to the public
offering of an aggregate of up to 1,658,155 shares of the Company's common
stock, par value $.05 per share, of which (a) 157,342 shares may be issued to
holders of certain outstanding Class C Warrants (the "Warrants') that were
issued by the Company in a public offering that was completed on August 22,
1989, and (b) 1,500,813 shares may be offered for sale by existing
securityholders of the Company (the "Selling Security Holders") who acquired the
Common Stock in private transactions pursuant to registration rights granted by
the Company in conjunction with such transaction (collectively, the "Shares"),
we, as special Nevada counsel for the Company, have examined such corporate
records, other documents and questions of law, and have obtained and relied upon
such certificates, representations and assurances from the Company and public
officials, as we have considered necessary or appropriate for the purposes of
this opinion.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each natural person
executing a document we examined is legally competent to do so, (ii) all
documents submitted to us as originals are authentic, the signatures on all
documents that we examined are genuine, and all documents submitted to us as
certified, conformed, photostatic or facsimile copies conform to the original
document, and (iii) all corporate records made available to us by the Company
and all public records reviewed are accurate and complete.
Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that:
(i) the Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada;
(ii) the Shares to be issued by the Company upon the exercise of the
Warrants have been duly authorized and, when issued in accordance with the
Warrants and the Plan of
<PAGE>
Distribution in the Registration Statement, will be validly issued, fully paid
and non-assessable; and
(iii) the Shares to be offered for sale by the Selling Security Holders
were, when issued, duly authorized, validly issued, fully paid and
non-assessable.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we
do not purport to be experts on, or to express any opinion herein concerning, or
to assume any responsibility as to the applicability to or the effect on any of
the matters covered herein of, the laws of any other jurisdiction. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, any federal law, including any federal securities law, or
any state securities or Blue Sky laws.
We hereby consent to this filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" therein. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Yours very truly,
SCHRECK MORRIS
