SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ........... to ...........
COMMISSION FILE NUMBER 1-10245
RCM TECHNOLOGIES, INC.
Exact name of Registrant as specified in its charter
NEVADA 95-1480559
State of incorporation IRS Employer Identification No.
2500 MCCLELLAN AVENUE, SUITE 350, PENNSAUKEN, NEW JERSEY 08109-4613
Address of principal executive offices
Registrant's telephone number, including area code: (856) 486-1777
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.05
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of Common Stock held by non-affiliates (all
persons other than executive officers or directors) of the Registrant on January
5, 2000 was approximately $186,959,000 based upon the closing sale price per
share of the Common Stock on such date on The Nasdaq National Market of $17.88.
The information provided shall in no way be construed as an admission that any
person whose holdings are excluded from the figure is an affiliate or that any
person whose holdings are included is not an affiliate and any such admission is
hereby disclaimed. The information provided is included solely for record
keeping purposes of the Securities and Exchange Commission.
The number of shares of Registrant's Common Stock (par value $.05 per
share) outstanding as of January 5, 2000: 10,496,225.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 2000 Annual Meeting of
Stockholders (the "2000 Proxy Statement") are incorporated by reference into
Items 10, 11 and 12 in Part III. The 2000 Proxy Statement is being filed on the
date of filing of this Report.
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EXPLANATORY NOTE
This Amendment No. 1 is filed solely to (a) amend the section of this
Report entitled "Documents Incorporated by Reference," (b) conform the captions
referred to in Item 11 of this Report, relating to incorporation by reference of
certain information in this Report, to the captions appearing in the 2000 Proxy
Statement, and (c) amend Item 13 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information in the 2000 Proxy Statement beginning immediately
following the caption "EXECUTIVE COMPENSATION" to, but not including,
the caption "COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS" and the
additional information in the 2000 Proxy Statement beginning
immediately following the caption "COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION" to, but not including, the caption "APPROVAL
OF THE RCM TECHNOLOGIES, INC. 2000 EMPLOYEE STOCK INCENTIVE PLAN" are
incorporated herein by reference
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RCM TECHNOLOGIES, INC.
Date: February 28, 2000 By: /s/ Stanton Remer
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STANTON REMER
Chief Financial Officer,
Treasurer and Secretary
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