UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*
RCM Technologies, Inc.
(Name of Issuer)
Common Stock, $.05 Par Value
(Title of Class of Securities)
749360400
(CUSIP Number)
Bradley Vizi
515 S. Figueroa Street, Suite 1100
Los Angeles, California 90071
(213) 225-5303
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 10, 2012
(Date of Event which Requires Filing of 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(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons 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, as amended (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).
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
IRS Partnership No. 19, L.P.
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||||||
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
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
0 Common Shares*
|
||||||
8 | SHARED VOTING POWER
359,007 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
359,007 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,007 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* See Item 5 hereof. The percentages of ownership figures set forth above and herein assumes that 12,753,704 shares of common stock, par value $0.05, of RCM Technologies, Inc. (the Company) were outstanding as of November 7, 2011, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011.
2
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
The Leonetti/OConnell Family Foundation
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||||||
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
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
0 Common Shares*
|
||||||
8 | SHARED VOTING POWER
269,195 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
269,195 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,195 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
3
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
M2O, Inc.
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|||||||
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
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
0 Common Shares*
|
||||||
8 | SHARED VOTING POWER
359,007 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
359,007 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,007 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
|
4
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
The Michael F. OConnell and Margo L. OConnell Revocable Trust
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
0 Common Shares*
|
||||||
8 | SHARED VOTING POWER
359,007 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
359,007 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,007 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC
|
5
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Michael OConnell
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|||||||
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
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
0 Common Shares*
|
||||||
8 | SHARED VOTING POWER
628,202 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
6
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Stonnington Group, LLC
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
0 Common Shares*
|
||||||
8 | SHARED VOTING POWER
0 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
7
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Bradley Vizi
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO |
|||||||
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
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
1,000 Common Shares*
|
||||||
8 | SHARED VOTING POWER
0 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
1,000 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
8
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Christopher Kiper
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO |
|||||||
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
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER
22,000 Common Shares*
|
||||||
8 | SHARED VOTING POWER
0 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
22,000 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
9
ITEM 1. | Security and Issuer. |
The securities to which this statement relates are shares of Common Stock, $0.05 par value per share (Common Shares), of RCM Technologies, Inc., a Nevada corporation (the Company). The principal executive offices of the Company are located at 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613.
ITEM 2. | Identity and Background. |
(a)-(c), (f). The Reporting Persons are: (i) IRS Partnership No. 19, L.P., a Delaware limited partnership (IRS 19), (ii) The Leonetti/OConnell Family Foundation, a Delaware non-profit corporation (the Foundation), (iii) M2O, Inc., a Delaware corporation (M2O), (iv) The Michael F. OConnell and Margo L. OConnell Revocable Trust (the Trust), (v) Michael OConnell, an individual (Mr. OConnell, collectively with IRS 19, the Foundation, M2O and the Trust, the OConnell Entities), (vi) Stonnington Group, LLC, a California limited liability company (Stonnington), (vii) Christopher Kiper, an individual (Mr. Kiper) and (viii) Bradley Vizi, an individual (Mr. Vizi, and together with the OConnell Entities, Stonnington and Mr. Kiper, the Reporting Persons).
The principal business of IRS 19 is making, holding and disposing of various investments. The principal business of the Foundation is promoting charitable purposes. The principal business of M2O is to serve as general partner of IRS 19 and other affiliated partnerships. The principal business of the Trust is to hold various investments. Mr. OConnells principal employment is as the Chief Executive Officer and a Director of M2O, a Trustee of the Trust and the Secretary, Chief Financial Officer and a Director of the Foundation. The other Directors of M2O are Margo OConnell (who is also a Trustee of the Trust and President and a Director of the Foundation), Michael-Kevin OConnell (who is also a Managing Director of M2O), Cara Esposito (who is also a Director and Executive Director of the Foundation) and Caoilionn OConnell (who is also a Vice President of M2O). Paul Werts is the Chief Financial Officer of M2O. All of the individuals listed above are citizens of the United States. The business address of the above individuals and the OConnell Entities is 515 South Figueroa Street, Suite 1050, Los Angeles, California 90071.
The principal business of Stonnington is as an investment advisor. Nicholas Henry Stonnington is its Managing Member and Principal, Attila Soos is its Chief Financial Officer and Brian McGuigan is its President and Chief Compliance Officer. Nicholas Henry Stonnington is a citizen of the United States. Brian McGuigan is a citizen of the United Kingdom and South Africa. Attila Soos is a citizen of Canada. The business address of the above individuals and Stonnington is 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071.
Mr. Kipers and Mr. Vizis principal employment is as Managing Directors of Legion Partners and portfolio managers of Stonnington. Mr. Kiper and Mr. Vizi are citizens of the United States, and their business address is 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071.
Each Reporting Person has provided the information with respect to itself in this Schedule 13D and is responsible for the completeness and accuracy of the information
10
concerning only itself and, subject to Rule 13d-1(k)(1)(ii) of the Securities Exchange Act of 1934, not for any other Reporting Person.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the Reporting Persons best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 violation with respect to such laws.
ITEM 3. | Source and Amount of Funds or Other Consideration. |
The total amount of funds used by IRS 19 to purchase the 359,007 Common Shares reported herein was $1,800,988. All of such funds were derived from working capital of IRS 19.
The total amount of funds used by the Foundation to purchase the 269,195 Common Shares reported herein was $1,362,981. All of such funds were derived from working capital of the Foundation.
The total amount of funds used by Mr. Kiper to purchase the 22,000 Common Shares reported herein was $126,693.72. All of such funds were derived from his personal funds.
The total amount of funds used by Mr. Vizi to purchase the 1,000 Common Shares reported herein was $4,478.64. All of such funds were derived from his personal funds.
ITEM 4. | Purpose of Transaction. |
The Reporting Persons acquired the Common Shares for investment purposes. The Reporting Persons intend to engage in discussions relating to options for enhancing shareholder value and other matters relating to the business and affairs of the Company, including with members of the Companys management and board of directors, other shareholders and third parties. These discussions may include engaging with the Company on a review of its strategic activities, assessment of its organization, management of its balance sheet, the pursuit of other corporate transactions and board representation. In addition, such discussions may also include any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons may choose not to engage or to cease discussions at any time.
The Reporting Persons will continue to review their investment in the Company. Depending upon such reviews and other factors that the Reporting Persons deem relevant to an investment in the Company, such as the market and general economic conditions, the business affairs and financial conditions of the Company, the availability of securities at favorable prices and alternative investment opportunities available to the Reporting Persons, the Reporting Persons may, at any time and from time to time, acquire additional securities of the Company in
11
the open market, in privately negotiated transactions or otherwise, or sell some or all of the securities it now holds or hereafter acquires.
Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the matters referred to in this Statement.
ITEM 5. | Interests in Securities of the Issuer. |
(a) The general partner of IRS 19 is M2O, the Trust is the sole voting shareholder of M2O and Mr. OConnell controls all investment decisions with respect to the Trust; and by virtue of such relationships, IRS 19, M2O, the Trust and Mr. OConnell may be deemed to have the shared voting and dispositive power over the Common Shares owned by IRS 19. The investment decisions of the Foundation are also controlled by Mr. OConnell; and by virtue of such relationship, the Foundation and Mr. OConnell may be deemed to have shared voting and dispositive power over the shares owned by the Foundation. As a result of the foregoing described relationships, each of the OConnell Entities may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others. IRS 19, M2O and the Trust disclaims beneficial ownership of the Common Shares owned by the Foundation. The Foundation disclaims beneficial ownership of the Common Shares owned by IRS 19.
IRS 19 and the Foundation have each entered into an investment advisory agreement with Stonnington, pursuant to which Mr. Kiper and Mr. Vizi on behalf of Stonnington, exclusively manages IRS 19s and the Foundations investment in Common Shares and has certain discretion to purchase or sell Common Shares but does not have any right to vote the Common Shares. As a result, Stonnington, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation; and each of the Reporting Persons may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others. The OConnell Entities disclaim beneficial ownership of the Common Shares held by the other Reporting Persons. Stonnington, Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of the Common Shares held by each other.
Accordingly, for each Reporting Person, see Row 11 on the cover pages hereto for the aggregate number of shares beneficially owned and Row 13 on the cover pages hereto for the percentage of outstanding shares of Common Shares beneficially owned.
As of January 19, 2012, IRS 19, the Foundation, Mr. Kiper and Mr. Vizi owned on an aggregate basis 651,202 Common Shares, representing approximately 5.1% of the outstanding Common Shares.
(b) See Item 5(a) and, with respect to each Reporting Person, Rows 7 through 10 set forth for such Reporting Person on the cover pages hereto.
(c) During the last 60 days, IRS 19 and the Foundation effected transactions with respect to the Common Shares on such dates, in such amounts and at such per share prices as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by reference. All such transactions were effected in the open market.
12
(d) Not applicable.
(e) Not applicable.
ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
IRS 19 and Foundation have each entered into an investment advisory agreement with Stonnington, pursuant to which Stonnington is managing IRS 19s and the Foundations investment in the Company. Pursuant to the investment advisory agreements, Stonnington is entitled to receive a performance-based fee with respect to such investment of 20% of the gain on net investment profits above 10%. Stonnington is also entitled to a management fee. Mr. Kipers and Mr. Vizis compensation is related to such fees. A copy of the form of investment advisory agreement is filed as Exhibit 2 and incorporated herein by reference. See also Item 5(a).
ITEM 7. | Material to be Filed as Exhibits. |
Document | ||||
Exhibit 1 | | Schedule of Transactions | ||
Exhibit 2 | | Form of Investment Advisory Agreement, effective October 28, 2011, with Stonnington Group, LLC | ||
Exhibit 3 | | Joint Filing Agreement, dated January 19, 2012, IRS Partnership No. 19, L.P., The Leonetti/OConnell Family Foundation, M2O, Inc., The Michael F. OConnell and Margo L. OConnell Revocable Trust, Michael OConnell, Stonnington Group, LLC, Christopher Kiper and Bradley Vizi. |
13
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: January 19, 2012
IRS PARTNERSHIP NO. 19, L.P. | ||
By: | M2O, Inc., its General Partner | |
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Chief Executive Officer | ||
THE LEONETTI/OCONNELL FAMILY FOUNDATION | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Secretary, Chief Financial Officer and Director | ||
M2O, INC. | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Chief Executive Officer | ||
THE MICHAEL F. OCONNELL AND MARGO L. OCONNELL REVOCABLE TRUST | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Trustee | ||
/s/ Michael OConnell | ||
Name: Michael OConnell |
14
STONNINGTON GROUP, LLC | ||
By: | /s/ Nicholas Stonnington | |
Name: Nicholas Stonnington | ||
Title: Managing Member and Principal | ||
/s/ Christopher Kiper | ||
Name: Christopher Kiper | ||
/s/ Bradley Vizi | ||
Name: Bradley Vizi |
15
Exhibit Index
Document | ||||
Exhibit 1 | | Schedule of Transactions | ||
Exhibit 2 | | Form of Investment Advisory Agreement, effective October 28, 2011, with Stonnington Group, LLC | ||
Exhibit 3 | | Joint Filing Agreement, dated January 19, 2012, IRS Partnership No. 19, L.P., The Leonetti/OConnell Family Foundation, M2O, Inc., The Michael F. OConnell and Margo L. OConnell Revocable Trust, Michael OConnell, Stonnington Group, LLC, Christopher Kiper and Bradley Vizi. |
16
Exhibit 1
Schedule of Transactions
IRS Partnership No. 19, L.P.
Date |
Number of Common Shares Bought/(Sold) |
Price Per Common Share in $US |
||||||
11/21/2011 |
2,000 | $ | 5.009 | |||||
11/21/2011 |
1,000 | $ | 5.010 | |||||
11/21/2011 |
1,000 | $ | 4.997 | |||||
11/21/2011 |
682 | $ | 5.011 | |||||
11/21/2011 |
500 | $ | 5.011 | |||||
11/21/2011 |
500 | $ | 5.010 | |||||
11/21/2011 |
500 | $ | 5.009 | |||||
11/21/2011 |
500 | $ | 5.009 | |||||
11/21/2011 |
400 | $ | 4.997 | |||||
11/21/2011 |
400 | $ | 4.995 | |||||
11/21/2011 |
200 | $ | 5.000 | |||||
11/21/2011 |
100 | $ | 5.020 | |||||
11/21/2011 |
-2,000 | $ | 5.020 | |||||
11/21/2011 |
-300 | $ | 5.010 | |||||
11/22/2011 |
7,862 | $ | 5.050 | |||||
11/22/2011 |
5,000 | $ | 5.080 | |||||
11/22/2011 |
5,000 | $ | 5.050 | |||||
11/22/2011 |
5,000 | $ | 5.050 | |||||
11/22/2011 |
5,000 | $ | 5.047 | |||||
11/22/2011 |
2,500 | $ | 5.032 | |||||
11/22/2011 |
2,400 | $ | 5.120 | |||||
11/22/2011 |
2,200 | $ | 5.049 | |||||
11/22/2011 |
2,000 | $ | 5.068 | |||||
11/22/2011 |
2,000 | $ | 5.060 | |||||
11/22/2011 |
1,500 | $ | 5.064 | |||||
11/22/2011 |
1,100 | $ | 5.050 | |||||
11/22/2011 |
1,000 | $ | 5.040 | |||||
11/22/2011 |
1,000 | $ | 5.010 | |||||
11/22/2011 |
1,000 | $ | 5.000 | |||||
11/22/2011 |
500 | $ | 5.120 | |||||
11/22/2011 |
500 | $ | 5.060 | |||||
11/23/2011 |
16,000 | $ | 5.048 | |||||
11/23/2011 |
11,000 | $ | 5.100 |
IRS Partnership No. 19, L.P.
11/23/2011 |
10,000 | $ | 5.060 | |||||
11/23/2011 |
5,000 | $ | 5.100 | |||||
11/23/2011 |
5,000 | $ | 5.098 | |||||
11/23/2011 |
5,000 | $ | 5.052 | |||||
11/23/2011 |
5,000 | $ | 5.050 | |||||
11/23/2011 |
5,000 | $ | 5.050 | |||||
11/23/2011 |
5,000 | $ | 5.046 | |||||
11/23/2011 |
5,000 | $ | 5.044 | |||||
11/23/2011 |
5,000 | $ | 5.040 | |||||
11/23/2011 |
5,000 | $ | 5.048 | |||||
11/23/2011 |
5,000 | $ | 5.037 | |||||
11/23/2011 |
5,000 | $ | 5.025 | |||||
11/23/2011 |
5,000 | $ | 5.025 | |||||
11/23/2011 |
5,000 | $ | 5.025 | |||||
11/23/2011 |
4,500 | $ | 5.050 | |||||
11/23/2011 |
4,000 | $ | 5.025 | |||||
11/23/2011 |
3,558 | $ | 5.050 | |||||
11/23/2011 |
3,500 | $ | 5.097 | |||||
11/23/2011 |
3,500 | $ | 5.050 | |||||
11/23/2011 |
3,000 | $ | 5.025 | |||||
11/23/2011 |
2,500 | $ | 5.050 | |||||
11/23/2011 |
2,500 | $ | 5.025 | |||||
11/23/2011 |
2,000 | $ | 5.050 | |||||
11/23/2011 |
1,600 | $ | 5.035 | |||||
11/23/2011 |
1,000 | $ | 5.088 | |||||
11/23/2011 |
1,000 | $ | 5.050 | |||||
11/23/2011 |
1,000 | $ | 5.028 | |||||
11/23/2011 |
500 | $ | 5.050 | |||||
11/23/2011 |
500 | $ | 5.050 | |||||
11/23/2011 |
500 | $ | 5.050 | |||||
11/23/2011 |
500 | $ | 5.020 | |||||
11/23/2011 |
-5,000 | $ | 5.050 | |||||
11/23/2011 |
-700 | $ | 5.070 | |||||
11/23/2011 |
-300 | $ | 5.050 | |||||
11/23/2011 |
-300 | $ | 5.050 | |||||
12/19/2011 |
500 | $ | 5.040 | |||||
1/10/2012 |
600 | $ | 5.299 | |||||
1/10/2012 |
200 | $ | 5.299 | |||||
1/10/2012 |
1,200 | $ | 5.300 | |||||
1/10/2012 |
900 | $ | 5.300 | |||||
1/10/2012 |
200 | $ | 5.300 | |||||
1/10/2012 |
400 | $ | 5.300 |
2
IRS Partnership No. 19, L.P.
1/10/2012 |
300 | $ | 5.300 | |||||
1/10/2012 |
500 | $ | 5.300 | |||||
1/10/2012 |
3,800 | $ | 5.300 | |||||
1/10/2012 |
1,400 | $ | 5.299 | |||||
1/10/2012 |
2,550 | $ | 5.270 | |||||
1/10/2012 |
2,000 | $ | 5.270 |
The Leonetti/OConnell Family Foundation
Date |
Number of Common Shares Bought/(Sold) |
Price Per Common Share in $US |
||||||
11/25/2011 |
5,000 | $ | 5.050 | |||||
11/25/2011 |
5,000 | $ | 5.049 | |||||
11/25/2011 |
3,950 | $ | 5.050 | |||||
11/25/2011 |
3,225 | $ | 5.049 | |||||
11/25/2011 |
2,000 | $ | 5.039 | |||||
11/25/2011 |
1,300 | $ | 5.050 | |||||
11/25/2011 |
1,000 | $ | 5.050 | |||||
11/25/2011 |
-500 | $ | 5.070 | |||||
11/25/2011 |
-100 | $ | 4.990 | |||||
11/25/2011 |
-100 | $ | 4.980 | |||||
11/28/2011 |
1,100 | $ | 5.098 | |||||
11/28/2011 |
1,000 | $ | 5.050 | |||||
11/28/2011 |
-400 | $ | 5.070 | |||||
11/28/2011 |
-395 | $ | 5.060 | |||||
11/28/2011 |
-300 | $ | 5.040 | |||||
11/28/2011 |
-200 | $ | 5.131 | |||||
11/28/2011 |
-100 | $ | 5.060 | |||||
11/29/2011 |
1,000 | $ | 5.143 | |||||
11/29/2011 |
1,000 | $ | 5.104 | |||||
11/29/2011 |
-300 | $ | 5.100 | |||||
11/29/2011 |
-200 | $ | 5.080 | |||||
11/29/2011 |
-100 | $ | 5.070 | |||||
11/30/2011 |
1,400 | $ | 5.080 | |||||
11/30/2011 |
395 | $ | 5.050 | |||||
11/30/2011 |
-1,000 | $ | 5.240 | |||||
11/30/2011 |
-1,000 | $ | 5.165 | |||||
11/30/2011 |
-400 | $ | 5.060 | |||||
11/30/2011 |
-300 | $ | 5.080 | |||||
11/30/2011 |
-3 | $ | 5.200 | |||||
12/1/2011 |
400 | $ | 5.020 | |||||
12/1/2011 |
399 | $ | 5.050 | |||||
12/1/2011 |
-800 | $ | 5.120 | |||||
12/1/2011 |
-300 | $ | 5.100 |
3
The Leonetti/OConnell Family Foundation
12/2/2011 |
800 | $ | 5.040 | |||||
12/2/2011 |
200 | $ | 5.080 | |||||
12/2/2011 |
67 | $ | 5.080 | |||||
12/2/2011 |
-1,100 | $ | 5.113 | |||||
12/2/2011 |
-500 | $ | 5.090 | |||||
12/5/2011 |
2,601 | $ | 5.150 | |||||
12/5/2011 |
1,700 | $ | 5.090 | |||||
12/5/2011 |
1,500 | $ | 5.100 | |||||
12/5/2011 |
1,000 | $ | 5.090 | |||||
12/5/2011 |
1,000 | $ | 5.090 | |||||
12/5/2011 |
1,000 | $ | 5.090 | |||||
12/5/2011 |
1,000 | $ | 5.090 | |||||
12/5/2011 |
1,000 | $ | 5.100 | |||||
12/5/2011 |
1,000 | $ | 5.099 | |||||
12/5/2011 |
1,000 | $ | 5.089 | |||||
12/5/2011 |
1,000 | $ | 5.097 | |||||
12/5/2011 |
1,000 | $ | 5.088 | |||||
12/5/2011 |
1,000 | $ | 5.080 | |||||
12/5/2011 |
1,000 | $ | 5.088 | |||||
12/5/2011 |
1,000 | $ | 5.082 | |||||
12/5/2011 |
1,000 | $ | 5.079 | |||||
12/5/2011 |
1,000 | $ | 5.077 | |||||
12/5/2011 |
1,000 | $ | 5.069 | |||||
12/5/2011 |
200 | $ | 5.040 | |||||
12/5/2011 |
100 | $ | 5.030 | |||||
12/5/2011 |
-1,000 | $ | 5.110 | |||||
12/5/2011 |
-700 | $ | 5.130 | |||||
12/5/2011 |
-55 | $ | 5.090 | |||||
12/6/2011 |
298 | $ | 5.076 | |||||
12/6/2011 |
201 | $ | 5.040 | |||||
12/6/2011 |
100 | $ | 5.070 | |||||
12/6/2011 |
-1,000 | $ | 5.090 | |||||
12/7/2011 |
2,500 | $ | 5.049 | |||||
12/7/2011 |
2,500 | $ | 5.010 | |||||
12/7/2011 |
2,000 | $ | 5.090 | |||||
12/7/2011 |
2,000 | $ | 5.020 | |||||
12/7/2011 |
1,800 | $ | 5.099 | |||||
12/7/2011 |
1,700 | $ | 5.050 | |||||
12/7/2011 |
1,600 | $ | 5.020 | |||||
12/7/2011 |
1,500 | $ | 5.039 |
4
The Leonetti/OConnell Family Foundation
12/7/2011 |
1,500 | $ | 4.900 | |||||
12/7/2011 |
1,000 | $ | 5.100 | |||||
12/7/2011 |
1,000 | $ | 5.096 | |||||
12/7/2011 |
800 | $ | 5.046 | |||||
12/7/2011 |
700 | $ | 5.089 | |||||
12/7/2011 |
700 | $ | 5.050 | |||||
12/7/2011 |
600 | $ | 5.050 | |||||
12/7/2011 |
500 | $ | 5.116 | |||||
12/7/2011 |
500 | $ | 5.108 | |||||
12/7/2011 |
500 | $ | 5.090 | |||||
12/7/2011 |
500 | $ | 5.060 | |||||
12/7/2011 |
500 | $ | 5.070 | |||||
12/7/2011 |
400 | $ | 5.020 | |||||
12/7/2011 |
400 | $ | 5.000 | |||||
12/7/2011 |
200 | $ | 5.030 | |||||
12/7/2011 |
100 | $ | 5.100 | |||||
12/7/2011 |
-100 | $ | 5.100 | |||||
12/8/2011 |
800 | $ | 5.050 | |||||
12/8/2011 |
440 | $ | 5.050 | |||||
12/8/2011 |
400 | $ | 5.099 | |||||
12/8/2011 |
300 | $ | 5.096 | |||||
12/9/2011 |
1,000 | $ | 5.109 | |||||
12/9/2011 |
1,000 | $ | 5.100 | |||||
12/9/2011 |
1,000 | $ | 5.079 | |||||
12/9/2011 |
1,000 | $ | 5.050 | |||||
12/9/2011 |
750 | $ | 5.040 | |||||
12/9/2011 |
700 | $ | 5.100 | |||||
12/9/2011 |
700 | $ | 5.100 | |||||
12/9/2011 |
500 | $ | 5.050 | |||||
12/9/2011 |
500 | $ | 5.040 | |||||
12/9/2011 |
100 | $ | 5.110 | |||||
12/9/2011 |
-500 | $ | 5.100 | |||||
12/12/2011 |
900 | $ | 5.040 | |||||
12/12/2011 |
800 | $ | 5.030 | |||||
12/12/2011 |
500 | $ | 5.040 | |||||
12/12/2011 |
-82 | $ | 5.100 | |||||
12/13/2011 |
3,000 | $ | 5.149 | |||||
12/13/2011 |
2,500 | $ | 5.079 | |||||
12/13/2011 |
800 | $ | 4.969 | |||||
12/13/2011 |
600 | $ | 5.040 |
5
The Leonetti/OConnell Family Foundation
12/13/2011 |
500 | $ | 5.150 | |||||
12/13/2011 |
500 | $ | 5.149 | |||||
12/13/2011 |
500 | $ | 5.134 | |||||
12/13/2011 |
500 | $ | 5.000 | |||||
12/13/2011 |
406 | $ | 5.149 | |||||
12/13/2011 |
300 | $ | 5.100 | |||||
12/13/2011 |
300 | $ | 5.100 | |||||
12/13/2011 |
300 | $ | 5.093 | |||||
12/13/2011 |
100 | $ | 5.110 | |||||
12/13/2011 |
100 | $ | 4.920 | |||||
12/13/2011 |
-400 | $ | 5.100 | |||||
12/13/2011 |
-400 | $ | 5.100 | |||||
12/13/2011 |
-400 | $ | 5.080 | |||||
12/13/2011 |
-400 | $ | 5.000 | |||||
12/13/2011 |
-300 | $ | 5.000 | |||||
12/13/2011 |
-201 | $ | 5.100 | |||||
12/15/2011 |
1,800 | $ | 5.150 | |||||
12/15/2011 |
1,715 | $ | 5.150 | |||||
12/15/2011 |
1,600 | $ | 5.149 | |||||
12/15/2011 |
1,600 | $ | 5.149 | |||||
12/15/2011 |
500 | $ | 5.100 | |||||
12/15/2011 |
220 | $ | 5.136 | |||||
12/15/2011 |
-300 | $ | 5.150 | |||||
12/15/2011 |
-300 | $ | 5.100 | |||||
12/15/2011 |
-300 | $ | 5.080 | |||||
12/15/2011 |
-200 | $ | 5.150 | |||||
12/15/2011 |
-200 | $ | 5.130 | |||||
12/15/2011 |
-200 | $ | 5.120 | |||||
12/15/2011 |
-200 | $ | 5.110 | |||||
12/15/2011 |
-200 | $ | 5.100 | |||||
12/15/2011 |
-134 | $ | 5.150 | |||||
12/15/2011 |
-106 | $ | 5.130 | |||||
12/15/2011 |
-100 | $ | 5.150 | |||||
12/15/2011 |
-100 | $ | 5.132 | |||||
12/15/2011 |
-100 | $ | 5.111 | |||||
12/15/2011 |
-100 | $ | 5.099 | |||||
12/15/2011 |
-100 | $ | 5.099 | |||||
12/15/2011 |
-100 | $ | 5.150 | |||||
12/15/2011 |
-100 | $ | 5.036 | |||||
12/16/2011 |
80 | $ | 5.110 |
6
The Leonetti/OConnell Family Foundation
12/16/2011 |
-300 | $ | 5.090 | |||||
12/16/2011 |
-100 | $ | 5.075 | |||||
12/16/2011 |
-100 | $ | 5.044 | |||||
12/19/2011 |
5,100 | $ | 5.050 | |||||
12/19/2011 |
5,000 | $ | 5.040 | |||||
12/19/2011 |
2,000 | $ | 5.089 | |||||
12/19/2011 |
1,000 | $ | 5.090 | |||||
12/19/2011 |
1,000 | $ | 5.090 | |||||
12/19/2011 |
1,000 | $ | 5.090 | |||||
12/19/2011 |
1,000 | $ | 5.090 | |||||
12/19/2011 |
1,000 | $ | 5.089 | |||||
12/19/2011 |
1,000 | $ | 5.086 | |||||
12/19/2011 |
1,000 | $ | 5.086 | |||||
12/19/2011 |
1,000 | $ | 5.086 | |||||
12/19/2011 |
1,000 | $ | 5.085 | |||||
12/19/2011 |
1,000 | $ | 5.082 | |||||
12/19/2011 |
1,000 | $ | 5.089 | |||||
12/19/2011 |
1,000 | $ | 5.081 | |||||
12/19/2011 |
1,000 | $ | 5.081 | |||||
12/19/2011 |
1,000 | $ | 5.081 | |||||
12/19/2011 |
1,000 | $ | 5.081 | |||||
12/19/2011 |
1,000 | $ | 5.081 | |||||
12/19/2011 |
1,000 | $ | 5.081 | |||||
12/19/2011 |
1,000 | $ | 5.030 | |||||
12/19/2011 |
500 | $ | 5.089 | |||||
12/19/2011 |
500 | $ | 5.085 | |||||
12/19/2011 |
500 | $ | 5.090 | |||||
12/19/2011 |
500 | $ | 5.073 | |||||
12/19/2011 |
500 | $ | 5.073 | |||||
12/19/2011 |
500 | $ | 5.073 | |||||
12/19/2011 |
500 | $ | 5.040 | |||||
12/19/2011 |
500 | $ | 5.020 | |||||
12/19/2011 |
400 | $ | 5.050 | |||||
12/19/2011 |
100 | $ | 5.090 | |||||
12/19/2011 |
100 | $ | 5.090 | |||||
12/19/2011 |
100 | $ | 5.050 | |||||
12/19/2011 |
-500 | $ | 5.030 | |||||
12/19/2011 |
-400 | $ | 5.150 | |||||
12/19/2011 |
-300 | $ | 5.100 | |||||
12/19/2011 |
-201 | $ | 5.100 |
7
The Leonetti/OConnell Family Foundation
12/19/2011 |
-100 | $ | 5.077 | |||||
12/19/2011 |
-100 | $ | 5.055 | |||||
12/19/2011 |
-85 | $ | 5.150 | |||||
12/20/2011 |
1,500 | $ | 5.150 | |||||
12/20/2011 |
500 | $ | 5.146 | |||||
12/20/2011 |
500 | $ | 5.150 | |||||
12/20/2011 |
500 | $ | 5.140 | |||||
12/20/2011 |
-300 | $ | 5.100 | |||||
12/20/2011 |
-100 | $ | 5.060 | |||||
12/21/2011 |
1,500 | $ | 5.060 | |||||
12/21/2011 |
500 | $ | 5.149 | |||||
12/21/2011 |
500 | $ | 5.145 | |||||
12/21/2011 |
500 | $ | 5.139 | |||||
12/21/2011 |
500 | $ | 5.138 | |||||
12/21/2011 |
400 | $ | 5.082 | |||||
12/21/2011 |
200 | $ | 5.060 | |||||
12/21/2011 |
100 | $ | 5.150 | |||||
12/21/2011 |
-800 | $ | 5.100 | |||||
12/21/2011 |
-300 | $ | 5.100 | |||||
12/21/2011 |
-200 | $ | 5.100 | |||||
12/21/2011 |
-100 | $ | 5.131 | |||||
12/21/2011 |
-100 | $ | 5.107 | |||||
12/21/2011 |
-100 | $ | 5.106 | |||||
12/21/2011 |
-100 | $ | 5.101 | |||||
12/21/2011 |
-100 | $ | 5.096 | |||||
12/21/2011 |
-100 | $ | 5.082 | |||||
12/22/2011 |
3,000 | $ | 5.100 | |||||
12/22/2011 |
2,000 | $ | 5.099 | |||||
12/22/2011 |
1,500 | $ | 5.129 | |||||
12/22/2011 |
1,500 | $ | 5.119 | |||||
12/22/2011 |
1,000 | $ | 5.106 | |||||
12/22/2011 |
1,000 | $ | 5.099 | |||||
12/22/2011 |
1,000 | $ | 5.104 | |||||
12/22/2011 |
1,000 | $ | 5.101 | |||||
12/22/2011 |
1,000 | $ | 5.100 | |||||
12/22/2011 |
1,000 | $ | 5.099 | |||||
12/22/2011 |
929 | $ | 5.126 | |||||
12/22/2011 |
500 | $ | 5.140 | |||||
12/22/2011 |
500 | $ | 5.102 | |||||
12/22/2011 |
500 | $ | 5.100 |
8
The Leonetti/OConnell Family Foundation
12/22/2011 |
300 | $ | 5.150 | |||||
12/22/2011 |
-200 | $ | 5.080 | |||||
12/22/2011 |
-100 | $ | 5.024 | |||||
12/23/2011 |
-300 | $ | 5.150 | |||||
12/23/2011 |
-100 | $ | 5.136 | |||||
12/27/2011 |
1,500 | $ | 5.119 | |||||
12/27/2011 |
500 | $ | 5.128 | |||||
12/27/2011 |
500 | $ | 5.129 | |||||
12/27/2011 |
200 | $ | 5.120 | |||||
12/27/2011 |
-1,300 | $ | 5.136 | |||||
12/27/2011 |
-400 | $ | 5.100 | |||||
12/27/2011 |
-300 | $ | 5.130 | |||||
12/27/2011 |
-200 | $ | 5.120 | |||||
12/27/2011 |
-100 | $ | 5.141 | |||||
12/27/2011 |
-100 | $ | 5.062 | |||||
12/27/2011 |
-100 | $ | 5.049 | |||||
12/27/2011 |
-100 | $ | 5.041 | |||||
12/27/2011 |
-100 | $ | 5.028 | |||||
12/28/2011 |
2,000 | $ | 5.160 | |||||
12/28/2011 |
1,000 | $ | 5.143 | |||||
12/28/2011 |
500 | $ | 5.130 | |||||
12/28/2011 |
300 | $ | 5.120 | |||||
12/28/2011 |
170 | $ | 5.150 | |||||
12/28/2011 |
100 | $ | 5.100 | |||||
12/28/2011 |
-300 | $ | 5.150 | |||||
12/28/2011 |
-300 | $ | 5.120 | |||||
12/28/2011 |
-100 | $ | 5.079 | |||||
12/29/2011 |
2,600 | $ | 5.149 | |||||
12/29/2011 |
2,000 | $ | 5.169 | |||||
12/29/2011 |
1,700 | $ | 5.170 | |||||
12/29/2011 |
1,000 | $ | 5.165 | |||||
12/29/2011 |
1,000 | $ | 5.139 | |||||
12/29/2011 |
1,000 | $ | 5.139 | |||||
12/29/2011 |
-600 | $ | 5.180 | |||||
12/29/2011 |
-100 | $ | 5.160 | |||||
12/30/2011 |
1,200 | $ | 5.160 | |||||
12/30/2011 |
1,000 | $ | 5.130 | |||||
12/30/2011 |
200 | $ | 5.070 | |||||
12/30/2011 |
-500 | $ | 5.170 | |||||
12/30/2011 |
-400 | $ | 5.160 |
9
The Leonetti/OConnell Family Foundation
12/30/2011 |
-300 | $ | 5.130 | |||||
1/3/2012 |
-1,000 | $ | 5.200 | |||||
1/3/2012 |
-1,000 | $ | 5.170 | |||||
1/3/2012 |
-1,000 | $ | 5.150 | |||||
1/4/2012 |
2,394 | $ | 5.150 | |||||
1/5/2012 |
30,100 | $ | 5.144 | |||||
1/5/2012 |
2,000 | $ | 5.150 | |||||
1/5/2012 |
1,000 | $ | 5.140 | |||||
1/5/2012 |
1,000 | $ | 5.130 | |||||
1/6/2012 |
500 | $ | 5.150 | |||||
1/6/2012 |
-300 | $ | 5.300 | |||||
1/9/2012 |
2,849 | $ | 5.241 | |||||
1/9/2012 |
-500 | $ | 5.250 | |||||
1/9/2012 |
-200 | $ | 5.300 |
10
Exhibit 2
STONNINGTON GROUP
INVESTMENT ADVISORY AGREEMENT
Stonnington Group, LLC (Advisors) and the undersigned (Client) agree as follows:
1. Appointment. Client appoints Advisors as the exclusive investment adviser with respect to the assets in the custodial account Client has established pursuant to this Agreement, together with all income and other proceeds from those assets (the Assets). Advisors will monitor and advise with respect to the Assets. Client grants Advisors complete discretion and authority to make and implement all investment decisions concerning the purchase of Assets on Clients behalf, subject to any terms and conditions Client may impose from time to time. Any sale of the assets shall require the prior consent of Client. Chris Kiper and Brad Vizi shall be responsible for managing the Assets, and Advisors may not appoint any sub-advisors or other persons to manage the Assets. Advisors, Chris Kiper and Brad Vizi shall not, whether directly or indirectly, whether through affiliates or otherwise beneficially own (as such term is defined under Regulation 13D promulgated under the Exchange Act of 1934 (Regulation 13D)) any securities or derivatives of RCM Technologies, Inc. (RCMT) except for the 23,000 shares of RCMT owned in the aggregate by Chris Kiper and Brad Vizi as of the date hereof. Without the prior consent of Client, Advisors, Chris Kiper and Brad Vizi shall not, whether directly or indirectly, whether through affiliates or otherwise, advise any other client regarding RCMT or invest any other clients assets in RCMT, and shall not whether on behalf of themselves or their clients, buy or sell any shares of RCMT or RCMT derivative securities so long as the Client has any position in RCMT or any derivatives thereof.
2. Compensation and Expenses. Client will pay Advisors for its advisory services management fees and a performance fee to the extent set forth in the Fee Schedule attached to this Agreement. Client will be responsible for (a) the brokerage and other costs of transactions in Clients account; (b) all custodial and similar charges; and (c) third-party charges that are pre-approved by Client. Advisors is responsible for its own expenses associated with providing services hereunder, including travel, research expenses and its own legal expenses.
3. Term. Client can terminate this Agreement immediately within five days after its date. Otherwise, either party can terminate it on at least 30 days written notice to the other. Client can terminate this Agreement immediately for Cause. Except for a termination by Client for Cause or a termination by Advisors Without Cause, Advisors management fees will be prorated to the date of termination. Upon termination of this Agreement, no performance fees shall be due unless (x) all of the Assets have been sold and are in the form of cash and (y) this Agreement was not terminated by Client for Cause or by Advisors Without Cause. Cause shall mean the occurrence of any of the following: (1) Advisors, Chris Kiper or Brad Vizi materially breach any of their obligations under this Agreement, (2) Chris Kiper or Brad Vizi ceases to be employed by the Advisors or ceases to actively manage the Assets, (3) Chris Kiper, Brad Vizi or the Advisors are convicted or indicted with respect to a felony or fraud or are the subject of an investigation or action by the Securities and Exchange Commission or other securities regulator, or (4) any of the information provided by or on behalf of the Advisors in Section 7 contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under
which they were made, not misleading is materially inaccurate. Without Cause shall mean the termination of this Agreement by Advisors other than for a failure by Client to pay management fees or performance fees when due, subject to a 15 day cure period.
4. Custodians and Brokerage. Advisors will not take custody of client assets but rather Advisors will appoint one or more custodians to hold the Assets. Client directs each of them to follow Advisors instructions with respect to the Assets. Advisors will also select brokers, dealers or other financial institutions for the execution of transactions.
5. Client Representations and Acknowledgments. Client warrants that he/she has the legal capacity and authority to enter into and perform this agreement and that doing so will not violate or conflict with any of Clients contractual or legal obligations. Client warrants that he/she meets one or more of the requirements to qualify as a qualified client as such term is defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended, as indicated in Exhibit A attached hereto. Client acknowledges that: (a) he/she has received and carefully reviewed Part 2, its supplements and Advisors privacy policy; (b) Part 2 includes disclosures concerning, among other things, Advisors other clients and operations, execution of transactions, selection of brokers and dealers, allocation of transactions among Advisors clients, aggregation of orders, soft dollar policies, client referrals, and potential conflicts of interest (the Conflicts); (c) Advisors is providing only the services contemplated by this Agreement, and not all the potential services described in Part 2; (d) Advisors is not guaranteeing investment performance of Clients account or the achievement of Clients objectives; and (e) an investment in the assets includes risks (including market, economic, political, currency and business risks), losses may occur, and Client (not Advisors) bears the risk of loss. Subject to Advisors compliance with the terms of this Agreement, Client consents to the Conflicts, but does not relieve Advisors of any of its obligations under this Agreement or applicable law. Client will sign and provide to Advisors any additional documents Advisors reasonably requests to confirm Advisors authority or otherwise implement this Agreement.
6. Limitation of Liability. Advisors and its principals, members, officers, employees, agents and affiliates will have no liability in connection with this Agreement, except that (a) Advisors will be liable for Advisors willful malfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement or a material breach of this Agreement; and (b) Client is not waiving or limiting any rights under applicable law. Advisors will not be responsible for any act or omission of Client or any custodian or broker-dealer.
7. Confidentiality. Information concerning Advisors and Clients investment and other actions under this Agreement is confidential. Client and Advisors will not disclose any such information to third parties (except as required by law) or use it other than in connection with this Agreement. Notwithstanding the foregoing, Client and Advisors agree that if Client beneficially owns 5% or more of the outstanding RCMT stock, this Agreement will be disclosed pursuant to a Schedule 13D. Advisors, Chris Kiper and Brad Vizi also agree to provide to Client all information and sign and provide any additional documents reasonably requested by Client, which shall include information regarding themselves, their investments and their employees required by Regulation 13D and under any other applicable securities law.
8. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including
the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Los Angeles, California, before a sole arbitrator, in accordance with California laws applicable to agreements made, and to be performed, in that State. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award can be entered in any court having jurisdiction. The arbitrator will, in the Award, allocate all of the costs of the arbitration, including the arbitrators fees and the reasonable attorneys fees of the prevailing party, against the party who did not prevail.
9. Legal and Tax Advice. Client understands that Advisor does not provide legal advice or prepare legal documents. Client acknowledges it is Clients responsibility to consult with an attorney and CPA.
10. Miscellaneous. California law will govern this Agreement, except as preempted by federal law. Neither party can assign this Agreement without the others consent. The Sections of this Agreement entitled Client Representations and Acknowledgements, Limitation of Liability, Confidentiality, Arbitration and Miscellaneous will survive the termination of this Agreement. Any addenda to this Agreement are part of it. Unless specifically agreed otherwise or as required by law, Advisors will not vote proxies (unless Client directs otherwise) or advise or act for Client in any legal proceedings, including bankruptcies or class action suits, involving either (a) securities held or previously held in Clients account; or (b) the issuers of those securities. This Agreement amends and restates the prior Investment Advisory Agreement between Client and Advisors.
This Agreement is effective as of October 28, 2011.
STONNINGTON GROUP, LLC | CLIENT: | |||||||
Signature: |
Bradley Vizi (on behalf of Advisors and, with respect to Section 1 and 7, himself) |
Signature: Name: Address: |
Michael OConnell 515 South Figueroa Street Ste. 1050 Los Angeles, CA 90071 | |||||
Signature: |
|
|||||||
Christopher Kiper (on behalf of Advisors and, with respect to Section 1 and 7, himself) |
FEE SCHEDULE:
Management Fee
The Management Fee for a discretionary client is based upon the value of the assets under management:
| 2.00% per annum on the daily average of the current market value of the stock purchased |
Management fees are payable monthly in arrears (cash balance in account will accrue no management fee) for duration of investment (duration shall cover from date of first purchase until date of last sale). Fees (including third-party charges that Client is responsible for) are deducted from cash (including any money market funds) in the clients account and can be verified by the client on his or her custodial account statement. If no cash is available, Client shall remit the fees to Advisors. If services are discontinued during a month, a prorated portion of that months fees will be paid to Advisors.
Performance-Based Fee
Upon the sale of all of the Assets for cash, Advisors will receive a percentage of realized investment profits (calculated as gross gains net of management fee amounts, expenses that Client is responsible for under this Agreement and any other reasonable expenses incurred by Client related to this investment) based on absolute returns according to following schedule:
| less than 10% absolute return 0% of gain |
| 10% or higher 20% of the gain that is 10% or higher |
Client understands the performance-based fee may create an incentive for Advisors to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement.
PERFORMANCE-BASED FEES WILL ONLY BE CHARGED IN ACCORDANCE WITH THE PROVISIONS OF REG. 205-3 OF THE INVESTMENT ADVISERS ACT OF 1940 AND/OR APPLICABLE STATE REGULATIONS. THE FEES WILL NOT BE OFFERED TO ANY CLIENT RESIDING IN A STATE IN WHICH SUCH FEES ARE PROHIBITED.
Exhibit 3
AGREEMENT
JOINT FILING OF SCHEDULE 13D
AND ALL FUTURE AMENDMENTS
TO SCHEDULE 13D
Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (collectively, the Schedule 13D) with respect to shares of common stock of RCM Technologies, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and applies to any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.
Date: January 19, 2012
IRS PARTNERSHIP NO. 19, L.P. | ||
By: | M2O, Inc., its General Partner | |
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Chief Executive Officer | ||
THE LEONETTI/OCONNELL FAMILY FOUNDATION | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Secretary, Chief Financial Officer and Director |
M2O, INC. | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Chief Executive Officer | ||
THE MICHAEL F. OCONNELL AND MARGO L. OCONNELL REVOCABLE TRUST | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Trustee | ||
/s/ Michael OConnell | ||
Name: Michael OConnell | ||
STONNINGTON GROUP, LLC | ||
By: | /s/ Nicholas Stonnington | |
Name: Nicholas Stonnington | ||
Title: Managing Member and Principal | ||
/s/ Christopher Kiper | ||
Name: Christopher Kiper | ||
/s/ Bradley Vizi | ||
Name: Bradley Vizi |
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