-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bci0XcnWPVl1RTuIBwU75Xw6WL2QfA4H4m9CM1XE9dl2r5r/c+eMXNbfl5RLlZsi pd9lTiEFM95/wMzpuTptTQ== 0000902664-96-000117.txt : 19961023 0000902664-96-000117.hdr.sgml : 19961023 ACCESSION NUMBER: 0000902664-96-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961022 SROS: NASD GROUP MEMBERS: COLLEEN HEMPLEMAN GROUP MEMBERS: HEMPLEMAN PHILIP J GROUP MEMBERS: PHILIP J. HEMPLEMAN GROUP MEMBERS: SANFORD B. PRATER 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: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38320 FILM NUMBER: 96646236 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVE STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109 BUSINESS PHONE: 6094861777 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: HEMPLEMAN PHILIP J CENTRAL INDEX KEY: 0001025710 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036290661 SC 13D 1 SCHDEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) RCM Technologies, Inc. _______________________________________________________________________ (Name of Issuer) Common Stock, par value $.05 per share _______________________________________________________________________ (Title of Class of Securities) 749360400 _______________________________________________________________________ (CUSIP Number) Philip J. Hempleman c/o Ardsley Advisory Partners 646 Steamboat Road Greenwich, CT 06830 (203) 629-0661 _______________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 1996 _______________________________________________________________________ (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(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Hempleman _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS PF with respect to IRA Account and Joint Brokerage Account; OO with respect to Trusts _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 200,000 SHARES ____________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 100,000 OWNED BY ____________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 200,000 REPORTING ____________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 100,000 ______________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! ___________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colleen Hempleman ____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] ____________________________________________________________________________ (3) SEC USE ONLY ____________________________________________________________________________ (4) SOURCE OF FUNDS PF with respect to Joint Brokerage Account; OO with respect to Trusts ____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut ____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 0 SHARES __________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 130,000 OWNED BY __________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING __________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 130,000 ____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,000 ____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.67% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! ____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sanford B. Prater ____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS PF with respect to shares individually owned; OO with respect to Trusts _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 12,500 SHARES ___________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 30,000 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 12,500 REPORTING ___________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 30,000 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,500 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.87% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the shares of common stock, $.05 par value (the "Shares"), of RCM Technologies, Inc. (the "Company"), whose principal executive offices are located at 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule is filed on behalf of (i) Philip J. Hempleman, (ii) Colleen Hempleman and (iii) Sanford B. Prater. Mr. and Mrs. Hempleman and Mr. Prater may be referred to herein as the "Reporting Persons". (b) The address of the principal place of business and principal office of each Reporting Person is c/o Ardsley Advisory Partners, 646 Steamboat Road, Greenwich, CT 06830. (c) The principal occupations of Mr. Hempleman and Mr. Prater are as managing partner and general partner, respectively, of a private investment firm and a registered investment adviser under the Investment Advisers Act of 1940, as amended, engaging in the purchase and sale of securities for investment on behalf of discretionary accounts and the investment funds to which it is the investment adviser. The principal occupation of Mrs. Hempleman is as homemaker. (d) None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) Mr. and Mrs. Hempleman and Mr. Prater are all United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The net investment cost of the Shares held in Mr. Hempleman's IRA account (the "IRA Account"), Mr. and Mrs. Hempleman's joint brokerage account (the "Joint Brokerage Account"), the Carter Hempleman Trust (the "Carter Trust"), the Spencer Hempleman Trust (the "Spencer Trust") and shares held by Mr. Prater is approximately $1,391,420.00, $965,005.00, $140,094.00, $135,281.50, $62,500.00, respectively. Shares held in the IRA Account were purchased with Mr. Hempleman's personal funds. Shares held in the Joint Brokerage Account were purchased with Mr. and Mrs. Hempleman's personal funds. Shares held by the Trusts were purchased with the assets of the Trusts. Shares held directly by Mr. Prater were purchased with his personal funds. ITEM 4. PURPOSE OF THE TRANSACTION. The purpose of the acquisition of shares of Common Stock by each of the Reporting Persons is for investment. Each may make further purchases of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by it at any time. None of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The approximate aggregate percentage of Shares reported beneficially owned by each person herein is based on the number of outstanding Shares as of September 4, 1996, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company on September 4, 1996, equal to 4,873,576. As of the close of business on June 19, 1996: (i) Mr. Hempleman owns beneficially the 200,000 IRA Account Shares (constituting approximately 4.1% of the Shares outstanding) and the 100,000 Joint Brokerage Account Shares (constituting approximately 2.05% of Shares outstanding). (ii) Mrs. Hempleman owns beneficially the 100,000 Joint Brokerage Account Shares (constituting approximately 2.05% of the Shares outstanding); 15,000 Shares held by the Carter Trust (constituting approximately 0.30% of the Shares outstanding) and 15,000 Shares held by the Spencer Trust (constituting approximately 0.30% of the Shares outstanding). (iii) Mr. Prater owns beneficially the 15,000 Carter Trust Shares (constituting approximately 0.30% of the Shares outstanding); the 15,000 Spencer Trust Shares (constituting approximately 0.30% of the Shares outstanding) and 12,500 Shares (constituting approximately 0.26% of the Shares outstanding). (b) Mr. Hempleman has the shared power to vote the 100,000 Joint Brokerage Account Shares by virtue of his position as co- holder of the Joint Brokerage Account, which he shares with his spouse, the sole power to vote 200,000 Shares which are held in his IRA Account, the shared power to dispose the 100,000 Joint Brokerage Account Shares and the sole power to dispose the 200,000 IRA Account Shares. Mrs. Hempleman, by virtue of her position as co-holder of the Joint Brokerage Account has the shared power to vote the 100,000 Joint Brokerage Account Shares, and, by virtue of her position as co-trustee of each Trust, the shared power to vote the 15,000 Carter Trust Shares and the 15,000 Spencer Trust Shares. Mrs. Hempleman does not have the sole power to vote any Shares. Mrs. Hempleman has the shared power to dispose the 100,000 Joint Brokerage Account Shares, the 15,000 Carter Trust Shares and the 15,000 Spencer Trust Shares. Mrs. Hempleman does not have the sole power to dispose any Shares. Mr. Prater, by virtue of his position as co-trustee of the Trusts, has the shared power to vote the 15,000 Carter Trust Shares and the 15,000 Spencer Trust Shares. Mr. Prater has the sole power to vote 12,500 Shares. Mr. Prater has the shared power to dispose the 15,000 Carter Trust Shares and the 15,000 Spencer Trust Shares. Mr. Prater has the sole power to dispose 12,500 Shares. (c) The trading dates, number of shares of Common Stock purchased or sold and price per share for all transactions in the Shares from the 60th day prior to June 19, 1996 until June 19, 1996 by the Reporting Persons are set forth on Schedule A. All such transactions were open market transactions. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or relationships (legal and otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the Securities Exchange Act of 1934. After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. June 19, 1996 /s/ Philip J. Hempleman Philip J. Hempleman /s/ Colleen Hempleman Colleen Hempleman /s/ Sanford B. Prater Sanford B. Prater Schedule A Date of Purchase (P); Number of Price per Transaction Sale(S) Shares Share IRA Account ----------- 4/23/96 P 5,000 9.50 6/07/96 P 5,000 11.875 Philip and Colleen Joint Brokerage Account ------------------------------------------ 6/14/96 P 15,000 11.292 6/19/96 P 65,000 9.875 EX-99 2 JOINT ACQUISITION STATEMENT EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. Dated: June 19, 1996 /s/ Philip J. Hempleman Philip J. Hempleman /s/ Colleen Hempleman Colleen Hempleman /s/ Sanford B. Prater Sanford B. Prater -----END PRIVACY-ENHANCED MESSAGE-----