AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
REGISTRATION NO. 333-
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RCM TECHNOLOGIES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Nevada 95-1480559
(State or other jurisdiction of incorporation) (I.R.S. Identification No.)
RCM TECHNOLOGIES, INC.
1996 Executive Stock Plan
(Full Title of the Plan)
2500 McClellan Avenue
Suite 350
Pennsauken, NJ
--------------------------------------------------------------
(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
(609) 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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Per Aggregate Amount of
to be Registered Registered share (1) Offering Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Shares 510,000 $7.125 $3,633,750 $1,101.14
par value $0.05
Common Shares 245,250 $10.125 $2,483,156 $ 752.47
par value $0.05
Common Shares 10,000 $10.625 $ 106,250 $ 32.20
par value $0.05
Common Shares 100,000 $14.50 $1,450,000 $439.44
par value $0.05
Common Shares 384,750 $23.00 $8,849,250 $2,681.59
par value $0.05
------- ---------- ---------
1,250,000 $16,522,406 $5,006.84
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act.
===============================================================
EXPLANATORY NOTES
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Act"), to register 1,250,000 shares of Common Stock, $.05 par value ("Common
Stock"), of RCM Technologies, Inc. (the "Registrant") issuable pursuant to the
Registrant's 1996 Stock Incentive Plan (the "Plan").
This Registration Statement also contains a Prospectus as provided by General
Instruction C to Form S-8 which relates to reoffers and resales of Common Shares
of the Registrant by (i) certain of its directors who have acquired or may
acquire shares pursuant to the RCM Technologies Inc. 1994 Nonemployee Director
Stock Option Plan (the "Director Plan"), (ii) certain of its directors, officers
and employees who have acquired or may acquire shares pursuant to the RCM
Technologies, Inc. 1992 Stock Option Plan (the "1992 Option Plan"), the RCM
Technologies, Inc. 1986 Incentive Stock Option Plan ("1986 Plan") and the Plan.
Registration statements on Form S-8 relating to Common Shares issued under the
Director Plan, the 1992 Option Plan and the 1986 Plan have been filed with the
Securities and Exchange Commission (File Nos. 33- 80590, 33-61306 and 33-12406,
respectively).
Pursuant to Rule 429(b), the Resale Prospectus constituting a part of this
Registration Statement also relates to the following three Registration
Statements on Form S-8: Registration No. 33- 61306, Registration No. 33-80590
and Registration No. 33-12406. ii
<PAGE>
iii
<PAGE>
REOFFER PROSPECTUS
RCM TECHNOLOGIES, INC.
1,454,020 SHARES OF COMMON SHARES
This Reoffer Prospectus (the "Prospectus") relates to the offering by certain
selling stockholders (the "Selling Stockholders") of RCM Technologies, Inc. (the
"Company") who may be deemed "affiliates" of the Company (as such term is
defined in Section 405 of the Securities Act of 1933, as amended (the "Act")),
of 1,454,020 shares of common stock, $.05 par value ("Common Stock") of the
Company, which may be acquired by them pursuant to the exercise of stock options
or the receipt of stock awards (collectively "Awards") granted to them pursuant
to the Company's 1992 Incentive Stock Option Plan, the Plan, the Company's 1994
Nonemployee Director Stock Option Plan, the Company's 1996 Executive Stock Plan
and the Company's 1986 Incentive Stock Option Plan (collectively, the "Plans").
Selling Stockholders may, from time to time, offer all or part of the shares
acquired by them pursuant to Awards made by the Company under the Plans on the
over-the-counter market or such national securities exchange upon which the
Common Stock is traded at the time of such sales, at prices prevailing at the
time of such sales, or in negotiated transactions. The Company will pay all
expenses in preparing and reproducing the Registration Statement of which this
Prospectus is a part, but will not receive any part of the proceeds of any sales
of such shares. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. The Selling Stockholders will pay the brokerage
commissions charged to sellers in connection with such sales. See "Plan of
Distribution."
The Company's common shares trade on the Nasdaq National Market tier of the
Nasdaq Stock Market under the symbol "RCMT." On March 13, 1998, the closing
price of the Common Shares was $23.00.
The Security Holders and any broker executing selling orders on behalf of any
Security Holder may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be an underwriting
commission under the Securities Act.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON SHARES
OFFERED HEREBY.
1
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than as contained herein, in
connection with the offer made in this Prospectus, and any information or
representations not contained herein must not be relied upon as having been
authorized by the Company or the Selling Stockholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the Common Stock offered by this Prospectus, nor does it constitute
an offer to sell or a solicitation of any offer to buy any shares of Common
Stock offered hereby to any person in any jurisdiction where it is unlawful to
make such an offer or solicitation to such person. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances create any
implication that information contained herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is March 17, 1998.
2
<PAGE>
AVAILABLE INFORMATION The Company has filed a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act with the Securities and
Exchange Commission (the "Commission") which includes this Prospectus with
respect to the Common Shares of the Company offered by Security Holders hereby.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the Common Shares offered hereby,
reference is made to the Registration Statement, including the exhibits and
schedules thereto, which may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20459 or at its Regional Offices located at 500 West Madison, 14th Floor,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.
The Company files reports and other information with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional
Offices located at 500 West Madison, 14th Floor, Chicago, Illinois 60661-2511
and 7 World Trade Center, 13th Floor, New York, New York 10048, and copies of
such material can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Website at http://www.sec.gov
containing reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, including
the Company.
The Common Stock of the Company trades on the Nasdaq National Market tier of the
Nasdaq Stock Market, and reports, proxy statements and other information
concerning the Company may be inspected and copied at the offices of the Nasdaq
Stock Market at 1735 K Street, N.W., Washington, D.C. 20006.
The Company undertakes to provide without charge to each person to whom a copy
of this Prospectus is delivered, upon oral or written request of such person, a
copy of any and all of the information that has been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Requests
for such copies should be directed to the attention of the Corporate Secretary,
RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken,
NJ 08109, (609) 486-1777.
3
<PAGE>
4
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Thefollowing documents of the Company previously filed with the
Commission are, as of their respective dates, incorporated in this
Prospectus by reference and made a part hereof:
1.The Registrant's Annual Report on Form 10-K for the year ended October 31,
1997.
2.Description of the Registrant's Common Shares contained in Item 1 of the
Registrant's Registration Statement on Form S-1 (File No. 333-23753) filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All reports filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all Common Shares offered have been sold or which
deregisters all Common Shares then remaining unsold, shall be deemed to be
incorporated by reference herein and to be made a part hereof from the
respective date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein which has been filed with the Commission as of the date
hereof shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document incorporated or deemed to be incorporated by reference
which has been filed with the Commission after the date hereof to the extent
that a statement written in such subsequently filed document modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge a copy of all documents mentioned above
which have been or may be incorporated in this Prospectus by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that is incorporated herein) to
each person receiving this Prospectus (including any beneficial owner), upon the
written or oral request of such person. Requests for such copies should be
directed to:
RCM Technologies, Inc.
Attention: Corporate Secretary
2500 McClellan Avenue
Suite 350
Pennsauken, NJ 08109
Telephone: (609) 486-1777
5
<PAGE>
THE COMPANY
The Company is a multi-regional provider of specialty professional staffing
services. The Company provides contract and temporary personnel in the
information technology, professional engineering and technical, specialty
healthcare and general support sectors of the staffing industry to a diversified
base of national, regional and local customers.
The Company was incorporated in 1971 under the laws of the State of Nevada. The
executive offices of the Company are located at 2500 McClellan Avenue, Suite
350, Pennsauken, New Jersey 08109, and its telephone number is (609) 486-1777.
RISK FACTORS
An investment in the shares of Common Stock involves a high degree of risk.
Prospective investors should carefully consider the following risk factors in
addition to the other information set forth in this Prospectus in connection
with the investment in the shares of Common Stock.
When used in or incorporated by reference into this Prospectus, the words
"estimate," "project," "intend," "expect" and similar expressions are intended
to identify forward-looking statements regarding events and financial trends
which may affect the Company's future operating results and financial position.
Such statements are subject to risks and uncertainties that could cause the
Company's actual results and financial position to differ materially. Such
factors are described in detail below and in the Company's reports filed with
the Commission under the Exchange Act which are incorporated herein by
reference. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements to reflect events or circumstances after the
date made or to reflect the occurrence of unanticipated events.
Ability to Achieve and Manage Growth
The Company has experienced significant growth since the beginning of fiscal
1995, principally through acquisitions. Continued growth could place additional
demands on its administrative, operational and financial resources. The
Company's ability to achieve and manage its growth will depend on a number of
factors, including the availability of working capital to support such growth,
existing and emerging competition, the Company's ability to maintain sufficient
profit margins and the strength of demand for contract and temporary personnel
in the sectors in which the Company operates. There can be no assurance that the
Company will be able to continue to achieve or manage such growth effectively
and the failure to do so could have a material adverse effect on the Company's
business, financial condition and results of operations.
6
<PAGE>
Risks Associated with Future Acquisitions
A primary element of the Company's growth strategy is to pursue strategic
acquisitions that expand or complement the Company's business. The Company
regularly reviews various strategic acquisition opportunities and periodically
engages in discussions regarding possible acquisitions. As a result,
negotiations may occur from time to time as appropriate opportunities arise.
There can be no assurance that the Company will be able to identify additional
acquisition candidates on terms favorable to the Company or in a timely manner,
enter into acceptable agreements or close any such transactions, and any failure
to do so could have a material adverse effect on the Company's ability to
sustain its growth. In addition, management believes that the Company will
compete for acquisition candidates with other companies. Increased competition
for such acquisition candidates could have the effect of increasing the cost of
pursuing this growth strategy or could reduce the number of attractive
candidates to be acquired. Future acquisitions could divert management's
attention from the daily operations of the Company and require additional
management, operational and financial resources. Moreover, there is no assurance
that the Company will be able to successfully integrate acquisitions into its
business or operate such acquisitions at expected levels of revenue or
profitability. Acquisitions may also have an adverse short-term effect on the
Company's operating results, dependence on retaining key personnel, amortization
of acquired intangible assets and risks associated with unanticipated problems,
liabilities or contingencies.
The Company may require additional debt or equity financing for future
acquisitions, which may not be available at all, or on terms favorable to the
Company. To the extent the Company uses shares of Common Stock for all or a
portion of the consideration to be paid in future acquisitions, dilution may be
experienced by existing stockholders, including the purchasers of Common Stock
in this offering. If the Company does not have cash resources sufficient for
such purpose or is not able to use its Common Stock as consideration for
acquisitions, its growth through acquisitions could be limited.
Dependence on Key Customers and Geographic Concentration
Although the Company provides services to a large number of customers,
approximately 24.6% and 21.9% of the Company's revenues in fiscal 1996 and
fiscal 1997, respectively, were derived from the Company's top five revenue
producing customers, with one customer accounting for approximately 12.0% of the
Company's revenues in each period. Similarly, a substantial portion of the
Company's revenues are currently derived from services provided to customers in
the Northeast, Midwest and California regions of the United States. The loss of
or a reduction in business from any major customers or a deterioration of
general economic conditions in these regions could adversely affect the Company.
7
<PAGE>
Dependence on Availability of Qualified Temporary Personnel
The Company depends on its ability to attract, train and retain personnel who
possess the skills and experience necessary to meet the staffing requirements of
its customers. To remain competitive, the Company must continually evaluate and
update its database of personnel in each sector in which it operates.
Competition for the services of personnel within all of its professional
specialty groups is intense. Competition for information technology personnel is
particularly intense and demand for their services has, to date, substantially
exceeded their supply. The Company expects such competition to continue. Factors
influencing such competition include compensation, benefits, growth
opportunities, relationships with other specialty staffing companies and
full-time employment opportunities. There can be no assurance that qualified
personnel will continue to be available to the Company in sufficient numbers and
on terms of employment acceptable to the Company. The inability to attract and
retain qualified personnel in sufficient numbers, or to upgrade its base of
qualified personnel to keep pace with changing customer needs and emerging
technologies, could have a material adverse effect on the Company's business,
financial condition and results of operations.
Reliance on Key Personnel
The Company is highly dependent upon the continued services and experience of
its senior members of management, including Leon Kopyt, Chairman and Chief
Executive Officer. The loss of the services of Mr. Kopyt or other senior members
of management could have a material adverse effect on the Company's business.
The Company has employment agreements with Mr.
Kopyt and other senior members of management.
Fluctuations in Quarterly Operating Results
The Company has experienced, and is expected to continue experiencing, quarterly
variations in revenues and operating income as a result of many factors,
including the timing of assignments from customers, future acquisitions, hiring
of personnel and additional selling, general and administrative expenses
incurred to support new business as well as changes in the Company's revenue
mix. In connection with certain engineering projects, the Company could incur
costs in periods prior to recognizing revenues under those contracts. In
addition, the Company must plan its operating expenditures based on revenue
forecasts, and a revenue shortfall below such forecast in any quarter would
likely adversely effect the Company's operating results for the quarter. While
the effects of seasonality of the Company's business have been obscured by its
growth through acquisitions, the Company usually experiences lower revenues in
its first fiscal quarter due to the slowdown in business associated with the
holiday season.
8
<PAGE>
Increased Costs of Employment
The Company is required to pay unemployment insurance premiums and workers'
compensation benefits for its contract and temporary employees. Unemployment
insurance premiums are set annually by the states in which employees perform
services and could increase periodically. There can be no assurance that the
Company will be able to increase the fees charged to its customers in a timely
manner and by an amount sufficient to cover increased unemployment insurance
premiums. Workers' compensation costs have increased as various states in which
the Company conducts operations have raised benefit levels and liberalized
allowable claims. The Company maintains workers' compensation insurance for its
employees under an insured program in its areas of operation. There can be no
assurance that the Company's actual workers' compensation obligations will not
exceed the amount of its insured coverage or that the Company will be able to
increase the fees charged to its customers sufficiently to offset increased
employment costs.
Liability for Customer and Employee Actions
Providers of contract and temporary staffing services generally place their
employees in the workplace of other businesses. The risk of employee misconduct
is attendant to the Company's business. These risks could include claims
relating to errors and omissions, misuse of proprietary information,
misappropriation of funds, discrimination and harassment, theft of customer
property, other criminal activity or torts and other claims. While the Company
has not historically experienced any material claims of these types, and has
insurance covering certain of these risks, there can be no assurance that the
Company will not experience such claims, incur costs in connection with such
risks in the future, that insurance coverage will continue to be available or
that it will be adequate to cover such liabilities.
Risks Related to Tax Status of Independent Contractors
Generally, the Company treats its technical personnel as employees for federal
and state tax purposes and pays all requisite Social Security taxes (FICA),
payroll taxes, unemployment taxes, workers' compensation insurance premiums and
other employee taxes and similar costs. In certain cases, however, technical
personnel desire to be treated as independent contractors for federal and state
tax purposes with respect to their assignments. In such cases, and if
appropriate, the individual is treated as an independent contractor for tax
purposes. Of the technical personnel, historically, less than 5% were treated as
independent contractors for federal and state tax purposes. The Company believes
that it is in material compliance with all applicable tax regulations concerning
the classification of its technical personnel, and has not, to date, been the
subject of any attempt by any federal or state authority to reclassify any of
the personnel it has
9
<PAGE>
treated as independent contractors. There can be no assurance, however, that
federal and state taxing authorities will not challenge the Company's
classification of technical personnel as independent contractors in the future.
If successful, such a challenge could result in the imposition of additional
taxes, interest and penalties, the amount of which could have a material adverse
effect on the Company's financial condition.
Risk of Government Regulations and Legislative Proposals
The Company's costs of operations could increase if there are any material
changes in government regulations. Recent federal and state legislative
proposals have included provisions seeking to extend health insurance benefits
to employees who do not currently receive such benefits. As a result of the wide
variety of national and state proposals currently under consideration, the
impact of such proposals cannot be predicted. There can be no assurance that the
Company will be able to increase the fees charged to its customers in a timely
manner and sufficient amount to cover increased costs related to any new
benefits that may be extended to temporary employees as a result of such
legislation or regulations. It is not possible to predict whether any other
legislation or regulations affecting the Company's operations will be proposed
or enacted at the federal or state level; however, no assurances can be given
that if enacted, such legislation or regulations would not have a material
adverse effect on the Company.
Competitive Market
The temporary staffing industry is highly competitive, with limited barriers to
entry. The Company competes for customers in the geographic regions in which it
operates with national, regional and local, full service and specialized
staffing providers. Certain of the Company's competitors have greater marketing,
financial and other resources, and more established operations, than the
Company. As a result, they may be better able to respond or adapt to new or
emerging technologies and changes in customer requirements or to devote greater
resources to the development, marketing and sales of their services than the
Company. The Company expects that the level of competition will remain high in
the future, which could limit the Company's ability to maintain its market share
or maintain gross margins in the geographic regions in which it operates, either
of which could have a material adverse effect on the Company's business,
financial condition and results of operations.
General Economic Risks
Demand for professional staffing services is significantly affected by the
general level of economic activity. When economic activity slows, customers may
delay or cancel plans that involve the hiring of permanent or contract technical
personnel. The Company is unable to
10
<PAGE>
predict the level of economic activity at any particular time, and fluctuations
in the general economy could adversely affect the Company's business, operating
results and financial condition.
Effect of Certain Anti-Takeover Provisions
Certain provisions of the Company's Articles of Incorporation, as amended (the
"Articles of Incorporation"), Amended and Restated Bylaws (the "Bylaws"), the
Nevada General Corporation Law, the Company's Stockholder Rights Plan (the
"Rights Plan") and the Second Amended and Restated Termination Benefits
Agreement between the Company and its Chief Executive Officer (the "Benefits
Agreement") could delay or frustrate the removal of incumbent directors and
could make difficult a change in control transaction including a merger, tender
offer or proxy contest involving the Company, even if such events could be
viewed as beneficial by the Company's stockholders. For example, the Bylaws
provide for a classified Board of Directors and the Articles of Incorporation
deny the right of stockholders to amend the Bylaws without the consent of the
Board and require advance notice of stockholder nominations of directors. The
Company is also subject to provisions of the Nevada General Corporation Law that
prohibit a publicly held Nevada corporation from engaging in a broad range of
business combinations with a person who, together with affiliates and
associates, owns 10% or more of the corporation's outstanding voting shares (an
"interested stockholder") for three years after the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
In addition, the Rights Plan provides for substantial dilution of a "acquiring
person" as defined therein in the event a person or group of persons acquires
beneficial ownership of 15% or more of the outstanding Common Stock of the
Company or in the event of a merger or sale of assets which is not approved by
the "continuing directors," of the Company as defined in the Rights Plan.
Furthermore, in the event a "change in control" (as defined in the Benefits
Agreement) which results in the termination of the Chief Executive Officer, the
Company would be required to make substantial payments and, in certain
circumstances, reduce the exercise price of options issued to the Chief
Executive Officer.
SELLING STOCKHOLDERS
The Selling Stockholders consist of officers and directors (including
non-employee directors) of the Company. Such Selling Stockholders may offer up
to an aggregate 1,454,020 shares of Common Stock which may be acquired by them
pursuant to awards granted to them under the Plans. There is no assurance that
any of the Selling Stockholders will sell any or all of the Common Stock offered
by them hereunder. As of March 16, 1998, an aggregate 1,009,020 options have
been granted to the Selling Stockholders pursuant to the Plans, of which, as of
such date, 694,020 options have vested and are fully exercisable.
11
<PAGE>
The following table sets forth: (i) the name and position of each of the Selling
Stockholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Stockholder as of March 16, 1998, (iii) the number of shares of
Common Stock that may be offered and sold by each Selling Stockholder pursuant
to this Prospectus and (iv) the amount and percentage of the Common stock to be
owned by each Selling Stockholder after completion of this offering. The
inclusion in the table of the individuals named therein shall not be deemed to
be an admission that any such individuals are "affiliates" of the Company.
12
<PAGE>
<TABLE>
<CAPTION>
Shares Owned as of Shares Covered
March 16, 1998(1) by this
Name and Position Prospectus(1) Shares Owned after Offering(2)
Number Percentage
<S> <C> <C> <C> <C> <C>
Leon Kopyt, Chairman, 747,432 694,020 53,412 (3) *
President and Chief
Executive Officer
Stanton Remer, Chief 90,000 90,000 0 0
Financial Officer,
Treasurer, Secretary
and Director
Peter R. Kaminsky, 70,265 15,000 55,265 *
Senior Vice President
Norman S. Berson, 70,000 70,000 0 0
Director
Robert B . Kerr, 70,000 70,000 0 0
Director
Woodrow B. Moats, Jr., 70,000 70,000 0 0
Director
</TABLE>
* Less than one percent
(1) Includes (a) all Common Shares that may be acquired upon exercise of options
outstanding at the date of this Prospectus, whether or not currently exercisable
or exercisable within 60 days and (b) all Common Shares vested for the benefit
of the named persons under the Plans. (2) Assumes all Common Shares acquired by
such persons covered by this Prospectus have been sold. None of the Security
Holders have indicated any present intent to sell any shares of the Company. (3)
Includes 53,312 shares over which Mr. Kopyt has voting power with regard to the
election of directors of the Company.
The preceding table may be amended or supplemented from time to time to
reflect changes to the persons included as Selling Stockholders and changes in
other information presented.
PLAN OF DISTRIBUTION
Selling Stockholders may, from time to time, offer all or part
of the shares acquired by them pursuant to Awards made
15
<PAGE>
by the Company under the Plans on the over-the-counter market or such national
securities exchange upon which the Common Stock is traded at the time of such
sales, at prices prevailing at the time of such sales, or in negotiated
transactions. The Company will pay all expenses in preparing and reproducing the
Registration Statement of which this Prospectus is a part, but will not receive
any part of the proceeds of any sales of such shares. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this Prospectus. The
Selling Stockholders will pay the brokerage commissions charged to sellers in
connection with such sales. The Company and the Selling Stockholders may enter
into customary agreements concerning indemnification and the provision of
information in connection with the sale of the Shares.
INDEMNIFICATION
The Company's Articles of Incorporation provide that the Company shall, to the
full extent permitted by the Nevada General Corporation Law, indemnify all
persons whom it has the power to indemnify pursuant thereto, including officers
and directors of the Company. The Articles of Incorporation also authorize the
Company to maintain insurance to cover such liabilities. The Company has in
effect Directors' and Officers' Liability Insurance to protect directors and
officers of the Company from any liability asserted against them for acts taken
or omissions occurring in their capacities as such. The Company policy has an
aggregate liability limit of $5,000,000. The Company is not required to maintain
such insurance and there can be no assurance that the Company will continue to
maintain such insurance or coverage in such amounts.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to Directors, officers and persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
LEGAL MATTERS
The validity of the shares of Common stock offered hereby will be passed upon
for the Company by Buchanan Ingersoll Professional Corporation, Eleven Penn
Center, 14th Floor, 1835 Market Street, Philadelphia, PA 19103.
EXPERTS
The consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended October 31, 1997, incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Grant Thornton LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
report.
14
<PAGE>
15
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company previously filed with the Commission are,
as of their respective dates, incorporated in this Prospectus by reference and
made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year ended October 31,
1997.
2. Description of the Registrant's Common Shares contained in Item 1 of the
Registrant's Registration Statement on Form S-1 (File No. 33- 23753) filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All reports filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all Common Shares offered
have been sold or which deregisters all Common Shares then remaining unsold,
shall be deemed to be incorporated by reference herein and to be made a part
hereof from the respective date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein which has been filed with the Commission as of the date
hereof shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement contained
in this Prospectus shall be deemed to be modified or superseded by any statement
contained in a document incorporated or deemed to be incorporated by reference
which has been filed with the Commission after the date hereof to the extent
that a statement written in such subsequently filed document modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the General Corporation Law of Nevada (the "GCL"), the Company's
Amended and Restated Bylaws (the
18
<PAGE>
"Bylaws") provide that a director shall not be personally liable in such
capacity for monetary damages for any action or any failure to take any action,
unless the director breaches or fails to perform the duties of his or her office
under the GCL and the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. These provisions of the Bylaws, however, do
not apply to the responsibility or liability of a director pursuant to any
criminal statute or to the liability of a director for the payment of taxes
pursuant to local, Nevada or federal law. These provisions offer persons who
serve on the Board of Directors of the Company protection against awards of
monetary damages for negligence in the performance of their duties.
The Bylaws also provide that every person who is or was a director or officer of
the Company or of any corporation which he served as such at the request of the
Company, shall be indemnified by the Company against all expenses and
liabilities reasonably incurred by or imposed upon him, in connection with any
proceeding to which he may be made or threatened to be made, a party or in which
he may become involved by reason of his being or having been a director or
officer of the Company, or such other corporation, whether or not he is a
director or officer of the Company or such other corporation at the time the
expenses or liabilities are incurred. If the action is not by or in the right of
the Company, such person will be indemnified against expenses incurred to the
extent that he has been successful on the merits or otherwise in defense of such
action and against expenses incurred by him in connection therewith if he acted
in good faith and in a manner he reasonably believed to be in the best interests
of the Company, and with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful. If the action is by or in
the right of the Company, such person shall be indemnified by the Company
against expenses incurred by him to the extent he has been successful on the
merits or otherwise in defense of such action and against expenses incurred by
him if he acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company, except that no indemnification will apply in
respect of any matter as to which such person is adjudged to be liable to the
Company for negligence or misconduct in the performance of his duty to the
Company.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issuer.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
17
<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description
4. 1996 Executive Stock Plan of the Registrant (Incorporated by reference to
Exhibit 10(L) of the Registrant's Annual report on Form 10-K for the fiscal
year ended October 31, 1996)
5. Opinion of Buchanan Ingersoll Professional
Corporation with respect to the legality of the
securities being registered
23.1. Consent of Buchanan Ingersoll Professional Corporation
(included in Exhibit 5)
23.2. Consent of Grant Thornton LLP
24. Power of Attorney (included within the signature page)
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement provided,
however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant with the Securities and Exchange Commission pursuant to section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective
18
<PAGE>
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities offered at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. That,
for the purpose of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(C) INDEMNIFICATION. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
19
<PAGE>
SIGNATURES
The Registrant. Pursuant to 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 for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pennsauken, New Jersey on March 16, 1998.
RCM TECHNOLOGIES, INC.
By:
/s/ Leon Kopyt
Leon Kopyt
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints LEON KOPYT his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement and any related Registration Statements filed pursuant to Rule 462(b)
under the Securities Act of 1933 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 16, 1998.
Signature Title Date
/s/Leon Kopyt Chairman, Chief Executive March 16, 1998
- -------------
Leon Kopyt Officer, President and Director
(principal executive officer)
/s/Martin Blaire Director March 16, 1998
Martin Blaire
20
<PAGE>
/s/Stanton Remer Chief Financial Officer, March 16, 1998
- ----------------
Stanton Remer Treasurer, Secretary and
Director (principal financial
and accounting officer)
/s/Norman S. Berson Director March 16, 1998
Norman S. Berson
/s/Robert B. Kerr Director March 16, 1998
Robert B. Kerr
/s/Woodrow B. Moats, Jr. Director March 16, 1998
- ------------------------
Woodrow B. Moats, Jr.
EXHIBIT INDEX
Exhibit Number Description
5. Opinion of Buchanan Ingersoll Professional Corporation with
respect to the legality of the securities being registered
23.1. Consent of Buchanan Ingersoll Professional Corporation
(included in Exhibit 5)
23.2. Consent of Grant Thornton LLP
21
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated December 12, 1997 (except for Note 15,
as to which the date is January 5, 1998) accompanying the financial statements
of RCM Technologies, Inc. and Subsidiaries included in the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997 which is
incorporated by reference in this Registration Statement and Prospectus. We
consent to this incorporation by reference in the Registration Statement and
Prospectus of the aforementioned report and to the use of our name as it appears
under the caption "Experts."
GRANT THORNTON LLP
Philadelphia, Pennsylvania
March 13, 1998
22
<PAGE>
Exhibit 5 Opinion of Buchanan Ingersoll Professional Corporation with respect
to the legality of the securities being registered.
[BUCHANAN INGERSOLL PROFESSIONAL CORPORATION LETTERHEAD]
March 16, 1998
RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 18109
Re: 1996 Executive Stock Plan and Certain Reoffers and Resales
Ladies and Gentlemen:
We have acted as counsel to RCM Technologies, Inc., a Nevada corporation
(the "Company") in connection with the preparation of a Form S-8 Registration
Statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to (i) 1,250,000 shares of the Company's Common
Stock, $.05 par value per share ("Common Stock"), that may be issued pursuant to
the RCM Technologies, Inc. 1996 Executive Stock Plan (the "1996 Plan") and (ii)
reoffers and resales of 204,020 shares of Common Stock of the Company by (a)
certain of its directors who have acquired or may acquire shares pursuant to the
RCM Technologies Inc. 1994 Nonemployee Director Stock Option Plan (the "Director
Plan") and (b) certain of the Company's directors, officers and employees who
have acquired or may acquire shares of Common Stock pursuant to the RCM
Technologies, Inc. 1992 Stock Option Plan (the "1992 Option Plan"), the RCM
Technologies, Inc. 1986 Incentive Stock Option Plan ("1986 Plan") and the 1996
Plan.
With regard to the 1996 Plan, we have examined the Articles of
Incorporation and By-Laws of the Company and minutes of meetings of the
Company's Board of Directors relating to the 1996 Plan. With regard to the
reoffers and resales, we have examined the Company's registration statements on
Form S-8 relating to shares of Common Stock issued under the Director Plan, the
1992 Option Plan and the 1986 Plan that have been filed with the Securities and
Exchange Commission (File Nos. 33-80590, 33-61306 and 33-12406, respectively).We
also have examined such other documents, records, certificates of public
officials and questions of law as we have deemed necessary or appropriate for
the purpose of this opinion.
Based upon the foregoing we are of the opinion that (i) the 1,250,000
shares of Common Stock which may be offered pursuant to the 1996 Plan have been
validly authorized and, when issued by the Company in the manner contemplated by
the 1996 Plan, will be validly issued, fully paid and non-assessable and (ii)
the 204,020 shares of Common Stock which may be issued by the Company in a
manner contemplated by each of the Director Plan, the 1992 Option Plan and the
1986 Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By:/s/ Stephen M. Cohen
Stephen M. Cohen
