sc13da909050002_11182013.htm

0000921895-13-002349.txt : 20131120 0000921895-13-002349.hdr.sgml : 20131120 20131120160030 ACCESSION NUMBER: 0000921895-13-002349 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20131120 DATE AS OF CHANGE: 20131120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RCM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000700841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 951480559 STATE OF INCORPORATION: NV FISCAL YEAR END: 1018 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38320 FILM NUMBER: 131232966 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 BUSINESS PHONE: 8563564500 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRS Partners No. 19, L.P. CENTRAL INDEX KEY: 0001556235 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 S. FIGUEROA STREET, SUITE 1050 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 225-5303 MAIL ADDRESS: STREET 1: 515 S. FIGUEROA STREET, SUITE 1050 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: IRS Partnership No. 19, L.P. DATE OF NAME CHANGE: 20120814 SC 13D/A 1 sc13da909050002_11182013.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D sc13da909050002_11182013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)1

RCM Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

749360400

(CUSIP Number)

Bradley Vizi

1247 Stoner Avenue, #207

Los Angeles, California 90025

(330) 519-1158

With copies to:

Steve Wolosky, Esq.

Olshan Frome Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 18, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON IRS Partners No. 19, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 1,353,775*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,353,775*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,353,775*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
14	TYPE OF REPORTING PERSON PN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON The Leonetti/O’Connell Family Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 266,074*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 266,074*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,074*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%*
14	TYPE OF REPORTING PERSON CO

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON M2O, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 1,353,775*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,353,775*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,353,775*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
14	TYPE OF REPORTING PERSON CO, HC

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON The Michael F. O’Connell and Margo L. O’Connell Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 1,353,775*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,353,775*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,353,775*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
14	TYPE OF REPORTING PERSON OO, HC

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Michael O’Connell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 1,619,849*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,619,849*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,619,849*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%*
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Legion Partners Asset Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,619,849*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,619,849*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%*
14	TYPE OF REPORTING PERSON IA

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Bradley Vizi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,000
	10	SHARED DISPOSITIVE POWER 1,619,849*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,620,849*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%*
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Christopher Kiper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 22,000
	10	SHARED DISPOSITIVE POWER 1,619,849*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,641,849*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%*
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Roger Ballou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 5,000
	8	SHARED VOTING POWER 0*
	9	SOLE DISPOSITIVE POWER 5,000
	10	SHARED DISPOSITIVE POWER 0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

The following constitutes Amendment No. 9 (“Amendment No. 9”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On November 18, 2013, the Reporting Persons filed counterclaims against the Issuer in the U.S. District Court, District of New Jersey, for advancing false and misleading statements in violation of federal securities laws and issued a press release relating thereto (the “Counterclaim Press Release”). Specifically, the Counterclaim Press Release explained that the Issuer had repeatedly stated that the Reporting Persons’ preliminary proxy filings were “false and misleading” simply by virtue of their being reviewed and commented upon by the SEC; however, the existence of comments from the SEC in no way supports an inference that the preliminary material was false or misleading. The Counterclaim Press Release also noted that the Issuer has stated that the Reporting Person’s filing of a proxy supplement and Schedule 13D amendment to advise stockholders of the frivolous lawsuit filed by the Issuer constituted “extensive additional disclosures,” validating the Issuer’s concerns with the Reporting Person’s proxy materials. The Counterclaim Press Release noted that the mere fact of informing stockholders of the complaint and responding to statements the Reporting Persons believe are immaterial or already disclosed in either the Issuer’s proxy materials or Reporting Persons’ proxy materials, does not constitute extensive new disclosure nor is it evidence that the Issuer’s claims are true. The full text of the Counterclaim Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on November 18, 2013, the Reporting Persons issued a press release in response to the Issuer’s announcement that it had terminated its stockholder rights plan and adopted better corporate governance practices (the “Response Press Release”). In the Response Press Release, the Reporting Persons called the Issuer’s last minute corporate governance reforms, a step in the right direction, but also a desperate attempt to win a proxy contest. The Reporting Persons noted that if the Issuer was truly interested in best corporate governance, it would not have waited almost a year to terminate its stockholder rights plan or adopt better corporate governance. The Reporting Persons further noted that despite these recent corporate governance reforms, the Issuer has significantly underperformed and continues to maintain compensation practices that are poorly aligned to the Issuer’s performance. The full text of the Response Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Counterclaim Press Release, dated November 18, 2013.

99.2

Response Press Release, dated November 18, 2013.

CUSIP NO. 749360400

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 20, 2013

IRS PARTNERS NO. 19, L.P.

By:	M2O, Inc., its General Partner

By:	/s/ Bradley Vizi
	Name: Title:	Bradley Vizi As Attorney-in-Fact for Michael O’Connell, Chief Executive Officer

THE LEONETTI/O’CONNELL FAMILY FOUNDATION

By:	/s/ Bradley Vizi
	Name: Title:	Bradley Vizi As Attorney-in-Fact for Michael O’Connell, Secretary, Chief Financial Officer and Director

M2O, INC.

By:	/s/ Bradley Vizi
	Name: Title:	Bradley Vizi As Attorney-in-Fact for Michael O’Connell, Chief Executive Officer

THE MICHAEL F. O’CONNELL AND MARGO L. O’CONNELL REVOCABLE TRUST

By:	/s/ Bradley Vizi
	Name: Title:	Bradley Vizi As Attorney-in-Fact for Michael O’Connell, Trustee

CUSIP NO. 749360400

LEGION PARTNERS ASSET MANAGEMENT, LLC

By:	/s/ Bradley Vizi
	Name:	Bradley Vizi
	Title:	Managing Director

	/s/ Christopher Kiper
	Christopher Kiper

	/s/ Bradley Vizi
	Bradley Vizi, Individually and as attorney-in-fact for Michael O’Connell and Roger Ballou

EX-99.1 2 ex991to13da909050002_111813.htm COUNTERCLAIM PRESS RELEASE, DATED NOVEMBER 18, 2013 ex991to13da909050002_111813.htm

Exhibit 99.1

LEGION PARTNERS FILES COUNTERSUIT AGAINST RCMT FOR TRYING TO MISLEAD STOCKHOLDERS

Believes RCMT’s Actions, Statements Violate Federal Securities Laws

Urges Stockholders to Stay Focused on the Real Issues and Vote the GOLD Proxy Card Today

The Stockholder Group represents RCM’s largest stockholder and has nominated two director nominees -- Roger H. Ballou and Bradley S. Vizi -- to the Board of Directors (the “Board”) of RCM at the 2013 annual meeting of stockholders scheduled to be held on December 5, 2013 (the “2013 Annual Meeting”). On November 8, 2013, RCM filed a complaint against the Stockholder Group in the U.S. District Court, District of New Jersey claiming the Stockholder Group is attempting to influence the results of the 2013 Annual Meeting by advancing false and misleading statements in violation of the Exchange Act.

In fact, the Stockholder Group believes some of RCM’s actions and statements are clear violations of federal securities laws.

“We are deeply troubled by the Board’s tactics to attempt to divert stockholders’ attention away from the real issues facing RCM,” said Bradley Vizi of Legion Partners. “RCM cannot continue to mislead stockholders by alleging our proxy materials are false and misleading merely because we responded to SEC comments in the ordinary course. Unlike RCM’s complaint, our counterclaim is narrow in scope and addresses only clear violations of federal securities law.”

Mr. Vizi continued, “The Board’s misuse of stockholder capital to pursue this frivolous lawsuit against its largest stockholder is a desperate act of self-preservation. It is obvious to us of the urgent need to elect new independent directors to the Board and separate the roles of Chairman and CEO.”

In contrast to RCM’s complaint, which the Stockholder Group believes is frivolous and lacks merit, the Stockholder Group’s counterclaims are narrow in scope and relate only to particularly egregious statements that RCM has disseminated to stockholders. Specifically, RCM has repeatedly stated that the Stockholder Group’s preliminary proxy filings were “false and misleading” simply by virtue of their being reviewed and commented upon by the SEC. All preliminary proxy materials, including those of RCM, are subject to SEC review and comment. The mere existence of comments from the SEC in no way supports an inference that the preliminary material was false or misleading.

In addition, RCM has stated that the Stockholder Group’s filing of a proxy supplement and Schedule 13D amendment to advise stockholders of the frivolous lawsuit filed by RCM, constituted “extensive additional disclosures,” validating RCM’s concerns with the Stockholder Group’s proxy materials. The mere fact of informing stockholders of the complaint and responding to statements the Stockholder Group believes are immaterial or already disclosed in either RCM’s proxy materials or Stockholder Group’s proxy materials, does not constitute extensive new disclosure nor is it evidence that RCM’s claims are true. The Stockholder Group believes this is a clear violation of federal securities laws.

While RCM repeatedly attacks the qualifications and experience of the Stockholder Group’s nominees, it fails to inform stockholders of its own two nominees’ shortcomings.

Robert B. Kerr:

·	19-year incumbent but only owns 0.5% of RCM stock;

·	No prior public company board experience other than RCM;

·	Member of RCM’s compensation committee that approved outrageous compensation agreements for CEO Leon Kopyt;

·	Member of RCM’s audit committee tasked with overseeing RCM’s disclosures and controls when Mr. Kopyt misrepresented his academic credentials. Recently remarked that misrepresentations were “immaterial.”

Michael F.S. Frankel:

·	Recently selected by a newly formed nominating committee;

·	Notably worked at the same law firm (Skadden, Arps) and during the same period as RCM’s special counsel, Keith Gottfried, who has been retained to advise RCM on this election contest and whose current firm is counsel of record on the complaint filed against the Stockholder Group.

·	Also notably serves on the Board of Directors of Onvia. Keith Gottfried also serves as counsel to Onvia. Is this relationship just a coincidence or was Mr. Frankel a rushed selection by an unprepared Board to appear less entrenched?

·	Owns 0.0% of RCM stock

The Stockholder Group also reminds its fellow stockholders of the significant underperformance of RCM and poor compensation and corporate governance practices:

The Board claims it has returned over 587% in total stockholder return over the past five years but fails to reveal that its starting point for this measurement was the peak of the financial crisis, when RCM’s stock was a mere 23 cents shy of its lowest closing price in the past 20 years. If one were to run that same five year return for RCM as of the date ending December 31, 2012 (the date corresponding to RCM’s proxy statement and the most relevant date for judging RCM’s performance), RCM only returned 3.8% to stockholders, significantly underperforming the Russell 2000 and its Peer Set at 19.1% and 40.1%, respectively.

Ø	Despite acquiring $32 million in incremental revenue since 2007, RCM has lost approximately $66 million in revenue over the same period of time.

Ø	The Board has approved outrageous compensation arrangements for its three top executives – over $8 million ($6.1 million for the Chairman and CEO alone) despite RCM’s underperformance.

Ø	Mr. Kopyt’s $6.1 million parachute payment can be triggered if even one of the Stockholder Group’s nominees is elected to the Board.

Ø	The Board has ignored the fact that its own Chairman and CEO previously misrepresented his academic credentials repeatedly to the invested public. It is unfortunate that stockholders first discovered this misrepresentation at such a late juncture.

Ø	The Board delayed the 2013 Annual Meeting by 6 months with no communication to stockholders and no stated rationale for this delay.

Ø	The independent directors of the Board lack any meaningful ownership in RCM – owning less than 1% of the outstanding common stock – making them unvested stewards of stockholder capital.

Rather than provide stockholders explanations for these and other serious failures, RCM instead lobs personal and untruthful attacks against highly qualified candidates nominated by the Company’s largest stockholder and wastes stockholder money by filing frivolous lawsuits.

The Stockholder Group urges its fellow stockholders to send a clear message to the Board that the status quo is not acceptable by voting the GOLD proxy card today.

VOTE FOR CHANGE AT RCM -- PLEASE SIGN, DATE AND MAIL THE GOLD PROXY CARD TODAY

OKAPI PARTNERS LLC

437 Madison Avenue, 28th Floor

New York, NY 10022

(212) 297-0720

Call Toll-Free at: (877) 566-1922

E-mail: info@okapipartners.com

EX-99.2 3 ex992to13da909050002_111813.htm RESPONSE PRESS RELEASE, DATED NOVEMBER 18, 2013 ex992to13da909050002_111813.htm

Exhibit 99.2

LEGION PARTNERS CALLS RCMT’S LAST-MINUTE CORPORATE GOVERNANCE REFORMS A DESPERATE ATTEMPT TO WIN PROXY CONTEST

Largest Stockholder Calls Upon Entire RCMT Board to Stand for Re-Election Next Year and Align Compensation to Performance

Urges Stockholders to Vote the GOLD Proxy Card Today

Los Angeles – November 18, 2013 – Legion Partners Asset Management, LLC (“Legion Partners”), together with IRS Partners No. 19, L.P. and certain other stockholders (collectively, the “Stockholder Group”) of RCM Technologies, Inc. (“RCM”) (NASDAQ: RCMT), today questioned whether stockholders can trust that long overdue changes announced by RCM will be carried out once the scrutiny and pressure of the current proxy contest is removed. The Stockholder Group represents RCM’s largest stockholder and has nominated two director nominees -- Roger H. Ballou and Bradley S. Vizi -- to the Board of Directors (the “Board”) of RCM at the 2013 annual meeting of stockholders scheduled to be held on December 5, 2013 (the “2013 Annual Meeting”).

“With just over two weeks left before the election, we believe RCM’s recent corporate governance reforms, while a step in the right direction, were clearly adopted in response to our engagement and stockholder pressure, and made in a desperate last-minute attempt to win over stockholder votes,” said Bradley Vizi of Legion Partners, “If RCM were truly interested in best corporate governance, it would not have waited almost a year to terminate its stockholder rights plan or adopt better corporate governance practices.”

In its announcement this morning, RCM claimed it terminated its poison pill in response to the Stockholder Group’s proxy supplement filed November 11, 2013, in which the Stockholder Group once again reiterated that it had no intention of taking control of RCM. The Stockholder Group has repeatedly informed RCM and its fellow stockholders that this was not its intent – as early as January 2013 and recently in its proxy materials dated October 30, 2013 and October 31, 2013. The Stockholder Group believes RCM’s recent actions come only as a result of heavy criticism from stockholders for first adopting the poison pill without stockholder approval and then unilaterally rescinding the opportunity for stockholders to vote on it at the 2013 Annual Meeting.

The Stockholder Group also questions RCM’s retention of an executive search firm to identify independent directors only after its candidates have been nominated for the 2013 Annual Meeting and after decades without a nominating committee. In fact, in September 2012, RCM appointed a new director, Maier O. Fein, to the Board without use of a search firm, and recently selected Michael E.S. Frankel as its director nominee at the 2013 Annual Meeting, who clearly has a long affiliation with RCM’s special proxy contest counsel Keith Gottfried, again without the use of an executive search firm or other process designed to ensure independence.

“It is interesting that the Board went for decades without a nominating committee, and only this year formed a nominating committee, despite years of calls and WITHOLD vote recommendations from ISS, a leading proxy advisory firm, to establish a nominating committee,” said Mr. Vizi. Mr. Vizi continued, “This Board does not appear to be responsive to stockholders, but reactive when faced with a proxy contest. While we support these desperately needed governance reforms, we are concerned that without continual pressure and oversight from stockholders, the Board may revert to its old practices once the spotlight is removed.”

RCM also touts its prior decision to declassify the Board and adopt a majority vote standard for the election of directors. These decisions were made only one month ago and notably on the same day RCM filed its preliminary proxy materials for the 2013 Annual Meeting (October 18, 2013). It was the Stockholder Group who originally proposed the declassification of the Board and a majority vote standard as early as January 2, 2013, making known its intention to bring these proposals before the 2013 Annual Meeting. If RCM were truly responsive, why did it take the Board nine months to make these improvements to its corporate governance? Moreover, if RCM were truly committed to best corporate governance, shouldn’t all directors stand for re-election at the Annual Meeting? Shouldn’t stockholders have at least the right to vote on the election of Maier O. Fein, a director who was appointed last year to a three year term without stockholder approval and will continue to serve until 2015?

RCM further has adopted a director resignation policy requiring any incumbent nominee on the Board who fails to receive a majority of the votes cast in an uncontested election, to promptly tender his or her irrevocable resignation to the Board. The Stockholder Group notes that if this policy were in effect in 2011, Chairman Leon Kopyt would no longer be on the Board!

RCM also adopted stock ownership guidelines for its Board. Again, this appears reactive to the Stockholder Group’s heavy criticism that the independent directors currently own less than 1% of the outstanding stock of RCM and RCM’s director nominee for the 2013 annual meeting, Robert B. Kerr, owns only 0.5% of RCM stock, despite serving for over 19 years as a director of RCM.

Mr. Vizi further commented, “Despite these recent corporate governance reforms, RCM has significantly underperformed and continues to maintain compensation practices that are poorly aligned to RCM’s performance. If RCM truly wished to be responsive to stockholders, it would dramatically reduce the approximately $8 million of parachutes payments to RCM’s top three executives, $6.1 million to Mr. Kopyt alone, and add performance thresholds for RCM’s short term and long term incentive plans for key executives.”

The current Board and management team have overseen a decline in sales from $214.2 million in 2007 to $161.9 million in the last twelve-month period ending September 28, 2013, a drop of approximately 24%. Over the same period, EBITDA (operating earnings excluding depreciation and amortization) has declined from $11.6 million to $7.9 million, a drop of approximately 32%.

Rather than provide stockholders with explanations for this historical underperformance and misaligned compensation practices, RCM touts its corporate governance reforms, which come on the eve of the 2013 Annual Meeting. Stockholders deserve a proactive Board not a reactive Board.

The Stockholder Group urges its fellow stockholders to send a clear message to the Board that the status quo is not acceptable by voting the GOLD proxy card today.

VOTE FOR CHANGE AT RCM -- PLEASE SIGN, DATE AND MAIL THE GOLD PROXY CARD TODAY

OKAPI PARTNERS LLC

437 Madison Avenue, 28th Floor

New York, NY 10022

(212) 297-0720

Call Toll-Free at: (877) 566-1922

E-mail: info@okapipartners.com

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