0000700841-13-000028.txt : 20130612 0000700841-13-000028.hdr.sgml : 20130612 20130612161710 ACCESSION NUMBER: 0000700841-13-000028 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130612 DATE AS OF CHANGE: 20130612 EFFECTIVENESS DATE: 20130612 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: 0311 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10245 FILM NUMBER: 13909019 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 DEFA14A 1 schedule14a061213.htm SCHEDULE 14A 6/12/13 schedule14a061213.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )
 
 
Filed by the Registrant x                            Filed by a Party other than the Registrant ¨
 
Check the appropriate box:
 
¨
Preliminary Proxy Statement
 
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
¨
Definitive Proxy Statement
 
¨
Definitive Additional Materials
 
x
Soliciting Material Pursuant to §240.14a-12
 
 
 
RCM TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)
 
 
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
 
Payment of Filing Fee (Check the appropriate box):
 
x
No fee required.
 
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which the transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which the transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 

 


   
 
(4)
Proposed maximum aggregate value of the transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
   
 

 
¨
Fee paid previously with preliminary materials.
 
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 
 
 
 

 
 
 

 

RCM Technologies, Inc., a Nevada corporation (“RCM” or the “Company”), is filing materials contained in this Schedule 14A with the U.S. Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies from its stockholders in connection with its 2013 Annual Meeting of Stockholders and at any and all adjournments or postponements thereof (the “2013 Annual Meeting”). RCM has not yet filed a preliminary or definitive proxy statement with the SEC in connection with its solicitation of proxies to be used at the 2013 Annual Meeting.
 
Press Release Dated June 12, 2013
 
Attached hereto as Exhibit 1 is the Company’s press release, dated June 12, 2013, regarding the appointment of a Lead Independent Director to the Company’s Board of Directors.
 
Additional Information and Where to Find It
 
RCM, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from RCM’s stockholders in connection with the 2013 Annual Meeting.  RCM plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2013 Annual Meeting (the “2013 Proxy Statement”).
 
STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RCM WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2013 Proxy Statement and other materials to be filed with the SEC in connection with the 2013 Annual Meeting. Such information can also be found in the following filings with the SEC:
 
·  
RCM’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012, filed with the SEC on February 21, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on April 26, 2013;
 
·  
RCM’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2013, filed with the SEC on May 10, 2013
 
·  
RCM’s Current Reports on Form 8-K filed with the SEC on January 31, 2013, March 12, 2013 and May 29, 2013; and
 
·  
RCM’s definitive proxy statement for the 2012 Annual Meeting of Stockholders, filed with the SEC on April 27, 2012.
 
 
 
 

 
To the extent holdings of RCM’s securities have changed since the amounts shown in the definitive proxy statement for the 2012 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
 
Stockholders will be able to obtain, free of charge, copies of the 2013 Proxy Statement and any other documents filed by RCM with the SEC in connection with the 2013 Annual Meeting at the SEC’s website (www.sec.gov), at RCM’s website (www.rcmt.com) or by writing to Mr. Kevin Miller, Chief Financial Officer, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, NJ  08109. In addition, copies of the proxy materials, when available, may be requested from RCM’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885.

 

EX-1 2 pressrel061213.htm PRESS RELEASE 6/12/13 pressrel061213.htm
 
RCM Technologies, Inc.
Tel:  856.356.4500
Corporate Contacts:
2500 McClellan Avenue
Fax: 856.356.4600
Leon Kopyt
Pennsauken, NJ 08109
info@rcmt.com
Chairman, President & CEO
 
www.rcmt.com
Kevin D. Miller
   
Chief Financial Officer
 

 
P R E S S   R E L E A S E


RCM TECHNOLOGIES ANNOUNCES
APPOINTMENT OF ROBERT B. KERR AS LEAD INDEPENDENT DIRECTOR
 
Pennsauken, NJ – June 12, 2013 -- RCM Technologies, Inc. (NasdaqGM: RCMT), 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, today announced that, as part of its ongoing review of its corporate governance practices, Robert B. Kerr has been appointed to serve as lead independent director. Mr. Kerr has been a director of RCM since 1994. Leon Kopyt, RCM’s Chief Executive Officer, will continue to serve as Chairman of the Board of Directors of RCM.
 
The new role of lead independent director is intended to include responsibilities such as: presiding at all meetings at which the Chairman is not present including presiding at executive sessions of the Board (without management present) at every regularly scheduled Board meeting, serving as a liaison between the Chairman (and management) and the independent directors, approving meeting agendas, time schedules and other information provided to the Board, and, as the Board determines it to be appropriate, being available for direct communication and consultation with major stockholders. RCM’s lead independent director also has the authority to call meetings of the independent directors.
 
“Bob is extremely well suited for this role and I with the rest of RCM Board look forward to working with Bob in his new capacity,” said Leon Kopyt, Chairman of the Board and Chief Executive Officer of RCM.
 
Mr. Kerr commented, “I am pleased and honored to be appointed as lead independent director. I look forward to serving in this important leadership and governance role.”
 
Mr. Kerr was a founding partner of Everingham & Kerr, Inc., a merger & acquisition consulting firm which he founded in 1987. The company, formerly located in Haddon Heights, New Jersey, served small and medium-sized manufacturing, distribution and service businesses. Mr. Kerr retired from Everingham & Kerr, Inc. in 2008.  In addition to serving as lead independent director, Mr. Kerr, a former CPA, serves as Chairman of the Board’s Audit Committee.
 

 
 

 
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 delivery of these solutions to commercial and government sectors.  RCM is also a provider of specialty healthcare services to major health care institutions and educational facilities. RCM’s offices are located in major metropolitan centers throughout North America.  Additional information can be found at www.rcmt.com.
 
Forward−Looking Statements
 
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.  These statements often include words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “plan,” “seek,” “could,” “can,” “should” or similar expressions.  In addition, statements that are not historical should also be considered forward-looking statements. These statements are based on assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances.  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. Such statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors, which may cause actual events to be materially different from those expressed or implied by such forward-looking statements.  Risk, uncertainties and other factors may emerge from time to time that could cause the Company’s actual results to differ from those indicated by the forward-looking statements. Investors are directed to consider such risks, uncertainties and other factors described in documents filed by the Company with the Securities and Exchange Commission. The Company assumes no obligation (and expressly disclaims any such obligation) to update any forward-looking statements contained in this release as a result of new information or future events or developments, except as may be required by law.
 
Additional Information and Where to Find It
 
RCM, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from RCM’s stockholders in connection with the 2013 Annual Meeting. RCM plans to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2013 Annual Meeting (the “2013 Proxy Statement”).
 
 
 

 
STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RCM WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2013 Proxy Statement and other materials to be filed with the SEC in connection with the 2013 Annual Meeting. Such information can also be found in RCM’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012, filed with the SEC on February 21, 2013 (as amended by Amendment No. 1 thereto, field with the SEC on April 26, 2013), RCM’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013, filed with the SEC on May 10, 2013, and in RCM’s definitive proxy statement for the 2012 Annual Meeting of Stockholders, filed with the SEC on April 27, 2012. To the extent holdings of RCM’s securities have changed since the amounts shown in the definitive proxy statement for the 2012 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Stockholders will be able to obtain, free of charge, copies of the 2013 Proxy Statement and any other documents filed by RCM with the SEC in connection with the 2013 Annual Meeting at the SEC’s website (www.sec.gov), at RCM’s website (www.rcmt.com) or by writing to Mr. Kevin Miller, Chief Financial Officer, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, NJ  08109. In addition, copies of the proxy materials, when available, may be requested from RCM’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885.
GRAPHIC 3 rcmlogo.jpg begin 644 rcmlogo.jpg M_]C_X``02D9)1@`!`0$!+`$L``#_VP!#``4#!`0$`P4$!`0%!04&!PP(!P<' M!P\+"PD,$0\2$A$/$1$3%AP7$Q0:%1$1&"$8&AT='Q\?$Q)!P>'Q[_ MVP!#`04%!0<&!PX("`X>%!$4'AX>'AX>'AX>'AX>'AX>'AX>'AX>'AX>'AX> M'AX>'AX>'AX>'AX>'AX>'AX>'AX>'A[_P``1"``M`*0#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#[+HKP[2?B M/\2=6^-OBOX:6%MX3\SP_:Q7/VR:&X03B1(W5=H=MO\`K,$Y/3H:9IG[1.GK M\)/%'C'7=">RU/PSJ#:7=Z=%<>8LUUN"J(Y,#Y22C>(/\`A$_#NMK>/&;[1;!I(;NSC<9R)I9/+D9>A&U>>F1S6'%\;/$. ME_M'1_"_Q'INE_V9.\<,6J6\\UB>*+J;1[8Z MY$&DM[?F]B`SF'^)P/[R?>]P".N,>:?M2?&2^^$NAZ;-HNE6NJ:C=N\DD5P6 M"16Z;5:0[2#]^2)1]37K&ES#5=!M;BYB3%W:H\D?5?G4$CZJ+<$L M<\*30NLDC32%Y=$U"?3MS'DHC?)^0./^`UB M:YK'Q.T_XC>'_":>(/";KK-K>W*W!T"?,(M_*^7;]K^;=YO7(QMZ'/%U8>SF MX]A0ES),]7HK$.O:;I`L=-\1^(]&BU>9%&TRK;?:'Z$QQ.[-@GH,M]35O6]< MT30XHY=:UC3],CE;;&]W&]$CDLCI6J:5J M%]/5^SFVV%6SM"D3,22#T'([[]AKNB7^ER:K8ZQI]UI\>[?=0W*/$NW[V M7!P,=^>*`-"BL]-([W3OB)X4\/01P-::Q'>M M<.RDNIAC1EVG.!DL7Q%X?BUE=%EUS3$U1\;;)KM!.<],)GM:VDF@:EHJ,-2A@NF MO'+(8]X$L:;2/WQ'"@\9ZB@#=HK,U3Q#H.E7L%EJ>MZ;8W5Q_J(;BZ2-Y>TO39)AF)+N[CA9_H&(S^%`&K17)2_$3PO'=W-L MUW*7MY3$Y6%B"1UP1U%%`'S9XFTOQCJG[3_QH'@/7KO2-?@T*RFMO(2-OM)% MO;9B.]206&0"I4AL'.*P_&-IH&O?L,C4_!>EO;W%IJT5WXAA:1Y9OM:G9,\A M8ECDNC\]%(Z8-?8ECX7\/V7BF_\`%%II-M#K6HQI%>7JKB29%"A0Q[@!5'X" MHM%\'>%]%DU9]+T*QM?[9D,NHJD0VW3G.2Z]#G<<\'->TS7?"]CXCL M;N%].O+5;F.;>-H0KGD]L=_3!KYG^-/AN[U[Q+\9]1TK*ZSX=_L#6].D4?,D MEO!,S8]]F_`]<5[G;?!_X:VRM%#X1L%MFD\TVF7-MNSG/DEO+Z_[-=1!H6CP M:GJ>IQ:=;K>:JD:7\NWYKA8U*H&]0`Q'XT`?'WQ=UM?B;\%/B'\6/)>.S-GI M6BZ6C@@H%N()KH_C-($SW\JOK_PH0/">DDG`%C#_`.BQ6;_P@'@P>"3X*'AS M3QX<)R=.$?[DGS/,SC_?^;ZUSWQO\56WA+P0=+L"J7]]%]EM(DZQIC:S8[`# M@>Y%:4:4JLU".[)G)0BVS/\`V>;C^T'\7:K'S!=ZS))&>QSEOY,*N^,_^3A? MAY_V"=9_]M*V?@UX;D\+^`+&PN$V7`?1MBY^@K3%SC.M)QV_RT)I)J"N>)>"/#LGC+6OBA MI.I>([BTNY/$%Q;7]D;.VE9K1HT%L'= M:N7U&[T_PSI=OI,M_AY9K11*L\@XP2T@7>0.3M]J[W7_``/X5UW5TUC4=(C. MII'Y0O8)'@G*?W#)&58K[$XIVN>"O"^MPZ?'JFD0W#ZF$4=.*R_']K;6.F_M`6ME;Q6UN?#L$QBB0*GF-9S!FP.,D*N3WP*]NLO#FC M6<^GW$-D#/IT,L%I-([221I*5,B[F))W%$)R3]T4E]X:T&^&KB[TNVF&LP+; MZB&7/VF-5*A7]0%9A^-`'EWBSPOI7AO0_AL;.VB-_'XGL3-?E!Y\\DJ2"9W? MJ2^6S]<=`*TOA!8Z;K$/Q`DUZTMKR^G\37]IJ(N8PY-NA"P1MN_Y9B#RR!T^ M8GN:](U#2--U".SCO;.*=;*=+FV#C/E2IG:X]QDUD:[X$\)ZWJ$VH:EHT,MS M<(L=RZ.\?VE!P%E"D"4`<8<$8XH`\;^%]S>W'_"GI999+ADM=>CM))6),ENA M"VY)/4&)8^>XYJ_X2L="O_V1;J_UB.$W%QI%W?:G=2`"9;\>8TDI;J)4E!P> MH*@#H*]I.B:2;O3KL:?;K-ID;Q6+*@7[.C*%94`X`(4#'H*Q[GX>^#+G4I=0 MGT"V>2:<7,T>6$,LP(/F/%GRV?(!W%2-F)WQ,'&?+("$X+`]UX MYE^'?@2/2O"*6'B.VL+J^EU>76I8X`3!;W+SF5!%D`XC^4`D#.W.!G%`'`>" M_#\GC#Q'\4M*U+Q%/:7CZ]-;WUD;.VE9[-H4%N! M_"NNZM'J^I:1$VI1Q^4M[#(\$^S^X9(RK%?8G%4=0^&7@?4+E[B]T))WECCC MF5IY=DZH@11(F[;)A54?,#D#F@#0\&SZ%XC\)Z3XAT[2X8;35+*&\A22W565 M)$#*"!W`(%%;L$,5O!'!!$D44:A$1%`55`P``.@`HH`@@O[:6Z>T\P)-O[RL,,I]P0:XWQ%I7B?P_ M82WNC>-+QK:(9^S:A:I=?@)/E?\`,FM80C/2]G_78AR<>AZ!17S%JGQM\(_$H\?>/58SY#V5DZXV8^Z2I^ZH[+USR??L/!'PO\`"?A65+JVM&O; MY>1=79#NI]5&,+]0,^]=Q6GC^ MP):3(NG7=_+%+$[.R6X3Y5*L.6:2-0,'[V>>E=E52]TS3[V99KNR@GD5#&&D M0$A2RL1]-R*?JH]*X39#YCJQ49:" M0#D_PYQFLU_B!_9^IZK:ZU:R13V;RLEA#;GSC;J)66Y\QG$;QO'$S<8VM\AR MPKK;71-)M-0:_M;"""Z=2KRQKM+@NSG=CK\SNW/=V/V=BI.V,^8.N"-K9`P: MV++PWH-E?/?6ND64-T\IF:9(@'+GS/FSZ_OI?^_C>IHLO#FAV3VCV>FP0-9H MT=L8QCRD;&47T3Y5^7I\HXX%`'/:YX_@@9K/2M/NKJ]DN3;6I94$(_%]SX?U\6^JQ"&P6R\^.5+5Y&OI55R\,1#;4D`52$ M;)<,']$@O'O(M*M$N'E\XR",;M^6.X>AR[GCNS'J2:+CP]HESJ#: MA<:9;37+,K>9(FXAAMP1GH?E7D?W1Z4`?EVYR*TM/\9IJ.N6>FV6BZ@4GDNE:XE,:(@MV$WC\Z?JFJ6FLVLD4]I)(8["&W/G&W42LM MQYC.(WC:.%FXQM;Y#EJL6'Q#TR9KSSHI0([@QV^Q1^\0-.N3N(P0;62N'8;>F&(QR:?)X4\-27?VM]#L&GVNN\ MP*3A_,W?GYLN?7>WK0!SEK\2+00";4--O+:0627-Q;*JL]L`D;REFW`,%6># MA?F._@'D"?\`X6-I;NL<.G:B7FEBBMFD6...8RM,L3;R^%5FA8#=@G:'JHPX>'-"!M]NE6JBW\OR@ ML8`7R\>6,=/EV@CT(!'(H`FT"?4KG2HIM7LDLKPEM\*.&``)`.1GJ,'\:*OT $4`?_V3\_ ` end