-----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, EwsvLEr1VK/L0ZbVxnKUZvGTw4Ak6iVtn/dKn3lXsu0dbNESz9Pw+CH4mxdCxLag X2QgzrdYgcLFQa06UgfIHQ== 0000950115-97-001654.txt : 19971028 0000950115-97-001654.hdr.sgml : 19971028 ACCESSION NUMBER: 0000950115-97-001654 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971027 SROS: NASD 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: 1031 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-37423 FILM NUMBER: 97701497 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 S-3/A 1 AMENDMENT TO FORM S-3 As filed with the Securities and Exchange Commission on October 27, 1997 Registration No. 333-37423 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- RCM TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) -------------------- Delaware 95-1480559 (State or other Jurisdiction (I.R.S. Identification Number) of incorporation) 2500 McClellan Avenue Suite 350 Pennsauken, NJ 08109 ----------------------------------------------------------- (Address including zip code, and telephone number, including area code, of registrant's principal executive office and principal place of business) Mr. Leon Kopyt 2500 McClellan Avenue Suite 350 Pennsauken, NJ 08109 (60 ) 486-1777 ---------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) with a copy to: Stephen M. Cohen, Esquire Buchanan Ingersoll Professional Corporation Eleven Penn Center, 14th Floor 1835 Market Street Philadelphia, PA 19103 (215) 665-8700 ----------------------------------------------- Approximate date of proposed sale to the public: As soon as practicable following the date on which this Registration Statement becomes effective. If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] ------------------------------ The Company hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Company shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Item 16 - Exhibits. The following Exhibits are filed as part of this Registration Statement: (4)(a) Warrant Agreement dated September 1, 1989, with respect to Class C Warrants between the Registrant and American Stock Transfer and Trust Company; incorporated by reference to Exhibit 4 (b) of the Registrant's Form S-1 Registration Statement dated July 25, 1989, as amended August 16, 1989 and May 14, 1990 (Commission File No. 33-30109). (4)(b) Rights Agreement dated as of March 14, 1996, between RCM Technologies, Inc. and American Stock Transfer & Trust Company, as Rights Agent; incorporated by reference to Exhibit 4 of the Registrant's Current Report on Form 8-K dated March 19, 1996. (5) Opinion of Schreck Morris. (23)(a) Financial Data Schedule.Consent of Grant Thornton LLP. Previously filed. (23)(b) Consent of Schreck Morris. Included within Exhibit 5 hereto. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and authorized this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, on October 27, 1997. RCM TECHNOLOGIES, INC. BY: /s/ Leon Kopyt --------------------------------- Leon Kopyt Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Signature Title Date /s/ Leon Kopyt Chairman, Chief Executive October 27, 1997 - -------------------- Officer, President and Leon Kopyt Director (principal executive officer) * Chief Operating Officer, October 27, 1997 - --------------------- Executive Vice President Barry S. Meyers and Director * Executive Vice President October 27, 1997 - --------------------- and Director Martin Blaire * Chief Financial Officer, October 27, 1997 - ---------------------- Treasurer, Secretary and Stanton Remer Director (principal financial and accounting officer) * Director October 27, 1997 - ---------------------- Norman S. Berson * Director October 27, 1997 - ---------------------- Robert B. Kerr * Director October 27, 1997 - ---------------------- Woodrow B. Moats, Jr. * Power of Attorney previously filed under the Registration Statement on Form S-3 filed October 8, 1997. /s/ Leon Kopyt - ------------------ Leon Kopyt Attorney-in-fact EX-5 2 OPINION OF SCHRECK MORRIS [LETTERHEAD OF SCHRECK MORRIS] October 27, 1997 RCM Technologies, Inc. 2500 McClellan Avenue Suite 350 Pennsauken, NJ 08109 Ladies and Gentlemen: In connection with that certain Registration Statement on Form S-3 (Registration No. 333-37423) (the "Registration Statement") filed by RCM Technologies, Inc., a Nevada corporation (the "Company") on October 8, 1997 under the Securities Act of 1933, as amended (the "Act"), relating to the public offering of an aggregate of up to 1,658,155 shares of the Company's common stock, par value $.05 per share, of which (a) 157,342 shares may be issued to holders of certain outstanding Class C Warrants (the "Warrants') that were issued by the Company in a public offering that was completed on August 22, 1989, and (b) 1,500,813 shares may be offered for sale by existing securityholders of the Company (the "Selling Security Holders") who acquired the Common Stock in private transactions pursuant to registration rights granted by the Company in conjunction with such transaction (collectively, the "Shares"), we, as special Nevada counsel for the Company, have examined such corporate records, other documents and questions of law, and have obtained and relied upon such certificates, representations and assurances from the Company and public officials, as we have considered necessary or appropriate for the purposes of this opinion. Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification, that (i) each natural person executing a document we examined is legally competent to do so, (ii) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic or facsimile copies conform to the original document, and (iii) all corporate records made available to us by the Company and all public records reviewed are accurate and complete. Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that: (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; (ii) the Shares to be issued by the Company upon the exercise of the Warrants have been duly authorized and, when issued in accordance with the Warrants and the Plan of Distribution in the Registration Statement, will be validly issued, fully paid and non-assessable; and (iii) the Shares to be offered for sale by the Selling Security Holders were, when issued, duly authorized, validly issued, fully paid and non-assessable. We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to the laws of the State of Nevada and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, any federal law, including any federal securities law, or any state securities or Blue Sky laws. We hereby consent to this filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption "Legal Matters" therein. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder. Yours very truly, SCHRECK MORRIS -----END PRIVACY-ENHANCED MESSAGE-----