-----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, CVn1lVRu6TyC32SAa6ZcTOsn6ucQ+NBPDWecBEnvqzyP/p2xFFuymF0Kq0l2eGie WXpbQei/Ps+oMEWBul3XBA== 0000700841-08-000009.txt : 20080320 0000700841-08-000009.hdr.sgml : 20080320 20080320103632 ACCESSION NUMBER: 0000700841-08-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080319 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10245 FILM NUMBER: 08701048 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 BUSINESS PHONE: 8564861777 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 8-K 1 form8knusoft031908.txt FORM8K ACQUISITION OF NUSOFT SOLUTIONS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 19, 2008 -------------- RCM Technologies, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 1-10245 95-1480559 ---------- ------------- -------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 2500 McClellan Avenue, Suite 350 Pennsauken, NJ 08109-4613 - --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (856) 486-1777 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425). [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)). [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)). Item 3.02 Unregistered Sales of Equity Securities. On March 19, 2008, RCM Technologies, Inc. (the "Registrant") issued to NuSoft Solutions, Inc. ("NuSoft"), 700,000 shares (the "Shares") of the common stock, par value $0.05, of the Registrant (the "Common Stock"), at an aggregate offering price of $3,000,000, as part of the consideration for the acquisition of certain assets from NuSoft. The stock value is subject to a valuation change based on the restrictions on the resale of the common shares issued. The issuance of the Shares was made in reliance on an exemption from registration of the Shares under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Item 7.01. Regulation FD Disclosure. On March 19, 2008, the Registrant issued a press release announcing the acquisition of NuSoft. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Shell Company Transactions. None. (d) Exhibits. Exhibit Number Exhibit Title 99.1 Press Release by the Registrant, dated March 19, 2008. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RCM TECHNOLOGIES, INC. By://Stanton Remer Stanton Remer Chief Financial Officer, Treasurer and Secretary Dated: March 19, 2008 2 Exhibit Index Exhibit Number Exhibit Title 99.1 Press Release by the Registrant, dated March 19, 2008. EX-99 2 pressrelacqnusoft.txt PRESS RELEASE NUSOFT ACQUISITION RCM Technologies, Inc. 2500 McClellan Avenue Fax: 856.488.8833 Pennsauken, NJ 08109-4613 info@rcmt.com www.rcmt.com P R E S S R E L E A S E RCM TECHNOLOGIES, INC. ANNOUNCES ACQUISITION OF NUSOFT SOLUTIONS March 19, 2008 - RCM Technologies, Inc. (NASD: RCMT) announced the acquisition of NuSoft Solutions ("NuSoft"), one of the leading Microsoft consulting firms headquartered in the Midwest, specializing in Enterprise Business and Technology Solutions. NuSoft is a Microsoft Gold-Certified Partner and Dell Partner with multiple centers of excellence and sales locations. Revenues for NuSoft in 2007 were approximately $16 million. NuSoft provides its customers with comprehensive enterprise solutions across numerous aspects of the technology spectrum, including Business Intelligence, Collaboration and Portals, Custom Application Development, Education Systems, Embedded Expertise and Infrastructure Design. Among its major customers are Cooper Standard, Dell, EquaTerra, Federal Mogul, Manatron, Meijer, Microsoft, Robertson Technologies, Spectrum Health, Waste Management and Zondervan. Dale Mansour, Founder, President and CEO, and Keith Brophy, President of Services, will continue to manage NuSoft's operations as part of RCM's Enterprise Business Solutions Group, which is led by Brian Whitefield, Senior Vice President at RCM. The RCM Enterprise Business Solutions Group's core business mission is to continue its strategic transformation designed to focus on developing proprietary customized solutions and intellectual property by bundling software, systems, tools and services into integrated business and technology solutions. NuSoft has proven expertise in serving multiple areas of an enterprise's complex technology structure, which RCM believes will fit well with RCM's strategy. By acquiring NuSoft, RCM has added a foundational technology layer to its already strong and diverse Enterprise Business Solutions Group, whose role includes being an authorized sales agent and reseller for some of the world's largest software firms. The combination of NuSoft's and RCM's existing enterprise offerings in Enterprise Resource Planning (ERP), Enterprise Asset Management (EAM), Customer Relationship Management (CRM), Product Lifecycle Management (PLM) and Lean Process Consulting is expected to provide RCM with a competitive advantage by allowing customers and prospects to select a single partner for many or all of their complex enterprise business and technology needs. Leon Kopyt, Chairman and CEO of RCM, commented: "We are very pleased to welcome NuSoft into the RCM family. We anticipate that their top notch Microsoft expertise will advance and competitively strengthen RCM as a premier single-source provider of business and technology solutions having a strong vertical focus and offering an integrated suite of services. The continued consolidation of global enterprise software companies has created a more complex and challenging technology landscape which affects companies of all sizes. RCM's comprehensive enterprise solutions strategy is designed to address the resultant challenges of integrating back-end functions, bridging functionality gaps and mitigating business process issues." Mr. Kopyt also announced that RCM has executed two additional non-binding letters of intent with companies having capabilities that are compatible and complementary to those of NuSoft. "These potential acquisitions would further enhance RCM's position as the go-to partner for complete and comprehensive enterprise business solutions," added Mr. Kopyt. Dale Mansour, CEO of NuSoft Solutions, said: "Joining RCM presents an exciting opportunity for NuSoft's customers, employees and business partners. NuSoft is recognized as one of the most preeminent Microsoft consulting firms in the country delivering transformational solutions by leveraging the full breadth of Microsoft products. We have assembled a talented and motivated team, acquired blue chip customers and built strong partnerships. By joining RCM, we gain strong leadership, vast experience, rapid scalability and national delivery. Moreover, we are delighted to join RCM because of our mutual technological and cultural synergies. NuSoft was founded on the premise of earning our customers' business every day, and such premise is favorably aligned with RCM's customer-centric business approach." About RCM RCM Technologies, Inc. is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced information technology and engineering services. RCM is an innovative leader in the design, development and delivery of these solutions to commercial and government sectors for more than 35 years. RCM's offices are located in major metropolitan centers throughout North America. Additional information can be found at www.rcmt.com. The Statements contained in this release that are not purely historical are forward-looking statements within the Private Securities Litigation Reform Act of 1995 and are subject to various risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward looking statements include, but are not limited to, those relating to demand for the Company's services, expected demand for our services and expectations regarding our revenues, the Company's ability to continue to utilize goodwill, to continue to increase gross margins, to achieve and manage growth, to develop and market new applications and services, risks relating to the acquisition and integration of acquired businesses, the ability of the Company to consummate acquisitions as to which it executes non-binding letters of intent, demand for new services and applications, timing of demand for services, industry strength and competition and general economic factors. Investors are directed to consider such risks, uncertainties and other factors described in documents filed by the Company with the Securities and Exchange Commission. #### -----END PRIVACY-ENHANCED MESSAGE-----