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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ........... to ...........
Commission file number 1-10245
RCM TECHNOLOGIES, INC.
Exact name of registrant as specified in its charter
Nevada 95-1480559
State of incorporation IRS Employer Identification No.
2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613
address of principal executive offices
Registrant's telephone number, including area code: (609) 486-1777
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.05
Class C Warrants
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock held by non-affiliates of
the Registrant on January 7, 1997 was approximately $25,616,637 based upon the
closing price of the Common Stock on such date on the NASDAQ SmallCap Market of
$9.00. The information provided shall in no way be construed as an admission
that any person whose holdings are excluded from the figure is an affiliate or
that any person whose holdings are included is not an affiliate and any such
admission is hereby disclaimed. The information provided is included solely for
record keeping purposes of the Securities and Exchange Commission.
The number of shares of Registrant's Common Stock (par value five cents
per share) outstanding as of January 7, 1997: 4,815,676.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended October 31, 1996, filed as Exhibit 13 hereto ("1996 Annual
Report"), are incorporated by reference herein into Items 5,6,7 and 8 in Part
II.
Portions of the Proxy Statement for the Registrant's 1997 Annual
Meeting of Stockholders ("1997 Proxy Statement") are incorporated by reference
into Items 10,11,12 and 13 in Part III. If the 1997 Proxy Statement is not filed
by February 28, 1997, an amendment to this 1996 Annual Report setting forth this
information will be duly filed with the Securities and Exchange Commission.
1
PART I
Cautionary Statement for Purposes of the "Safe Harbor" of the Private Securities
Litigation Reform Act of 1995
When used in this Annual Report on Form 10-K and in other public statements
by the Company and Company officers, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking statements regarding
events and financial trends which may affect the Company's future operating
results and financial position. Such statements are subject to risks and
uncertainties that could cause the Company's actual results and financial
position to differ materially. Such factors include, among others: (i) the
sensitivity of the Company's business to unemployment and general economic
conditions associated with the placement of temporary staffing; (ii) the
Company's ability to continue to attract, train and retain personnel who
possess skills in the areas necessary to meet the staffing requirements of
its clients; (iii) the Company's ability to identify appropriate
acquisition candidates, complete acquisitions on satisfactory terms, or
successfully integrate acquired businesses, which acquisitions may involve
special risks, including risks associated with unanticipated problems,
liabilities and contingencies, diversion of management attention and
possible adverse effects on earnings resulting from increased goodwill
amortization, increased interests costs and the issuance of additional
securities; (iv) the potential adverse effect a decrease in the trading
price of the Company's Common Stock would have upon the Company's ability
to continue acquisitions of businesses through the issuance of its
securities and the dilutive effect of such issuances on the Company, and
upon the likelihood of conversion of outstanding options, warrants and
other convertible securities; (v) the Company's ability to obtain financing
on satisfactory terms and the degree to which the company is leveraged,
including the extent to which currently outstanding options, warrants and
other convertible securities are exercised; (vi) the reliance of the
Company upon the continued service of its executive officers; (vii) the
Company's ability to remain competitive in national, regional and local
markets in an industry which is highly competitive with limited barriers to
entry, including remaining competitive in light of pricing issues which
could adversely affect earnings and the operations of the Company; (viii)
the Company's ability to retain several of its key clients which account
for a significant portion of the Company's revenue, which a loss or a
material reduction in the revenue generated from such clients could have a
material adverse effect on the Company's business; (ix) the Company's
ability to maintain at a minimum its unemployment insurance premiums and
workers compensation which it provides for its temporary employees; (x) the
risk of claims associated providing temporary staffing services, including
discrimination and harassment, violation of wage and hourly requirements,
misuse of client proprietary information, misappropriation of funds, other
criminal activity or tort and other similar claims; (xi) the Company's
ability to store, retrieve, process and manage significant amounts of
information, and periodically expand and upgrade its information processing
capabilities; (xii) the Company's ability to remain in compliance with
numerous federal and state wage and hour laws and regulations; and (xiii)
other economic, competitive and governmental factors affecting the
Company's operations, market, products and services. Additional factors are
described in the Company's other public reports and registration statements
filed with the Securities and Exchange Commission. Readers are cautioned
not to place undue reliance on these forward-looking statements, which
speak only as of the date made. The Company undertakes no obligation to
publicly release the results of any revision of these forward-looking
statements to reflect these ends or circumstances after the date they are
made or to reflect the occurrence of unanticipated events.
Item 1. Business
General
The Company, through its wholly-owned operating subsidiaries, is a
nationwide provider of temporary and contract personnel to businesses,
professional and service organizations, manufacturers and public utilities.
Through its four primary operating groups, the Company principally focuses
its staffing services in the following sectors: Professional Engineering
and Technical, Information Technology, Specialty Health Care and General
Staff Support Sectors. The Company provides its services to national,
regional and local clients through 29 branch offices in 11 states (as of
October 31, 1996).
2
Item 1. Business - (Continued)
To respond to fragmentation of the industry and in order to better serve
the needs of larger national and regional accounts, since 1994 one of the
Company's principal business strategies was to achieve growth through
expansion and acquisition. Towards that end, since 1994 the Company has
successfully completed the acquisition of five (5) companies (3 of which
were acquired during 1996) in the staffing services industry, each with
long standing operating histories and well established management
infrastructures. In addition, the Company continues to identify and engage
in discussions with possible acquisition candidates.
The acquisitions which occurred in 1996, which are described below (See
"Business Strategy"), have been accounted for as purchases and,
accordingly, the results of operations of the acquired companies have been
included in the consolidated results of operations of the Company from the
date of acquisition.
Business Strategy
The Company's business strategy relies upon implementation of the following
four guidelines:
o Growth Through Expansion and Acquisition
The Company believes that the temporary staffing industry is highly
fragmented and experiencing a trend towards consolidation primarily due to
the increasing demand by large companies for centralized staffing services.
To respond to these developments, the Company has adopted a long-term
business strategy to increase its profitability through expansion of its
existing operations and acquisitions of businesses that are strategically
located or positioned to diversify the Company's customer base and
geographical accessibility. The Company continues to carefully identify
acquisition candidates that meet specified criteria that management
believes will meet certain financial performance goals when integrated into
the Company's proven operating model. The Company has recently completed
the following acquisitions:
On March 11, 1996, the Company acquired all of the outstanding shares of
The Consortium, a specialty provider of information technology and health
care personnel servicing private sector and government clients in the
greater metropolitan New York region. During its last fiscal year prior to
the acquisition, The Consortium generated revenues of $26 million. The
consideration paid to the former shareholders of The Consortium consisted
of 1.3 million restricted shares of its common stock, valued at $5,000,000,
(based upon the average closing price of the Company's common stock for the
20 trading days immediately preceding the closing date) in exchange for all
of the outstanding capital stock of The Consortium. The cost in excess of
net assets acquired of $4,940,700 is included in the Company's Consolidated
Balance Sheet as "Intangible Assets" and is being amortized over a 40 year
period. The Company has agreed to file a shelf registration statement with
the Securities and Exchange Commission by February 15, 1997, permitting the
sale of $600,000 in value of securities during the period April 1997
through March 1998. Thereafter, the remainder of these shares are subject
to significant restrictions on resale through March 11, 1999.
On May 1, 1996, the Company acquired The Consortium of Maryland, Inc.
("Consort MD"), a specialty provider of information technology personnel
services to major U.S. Corporations in the greater metropolitan Washington,
D.C. region. Consort MD was not related or affiliated with The Consortium.
During its last fiscal year, Consort MD generated revenues of approximately
$6 million. The acquisition was completed through a merger transaction (the
"Merger") pursuant to which Consort MD was merged with and into a newly
created subsidiary of the Company, which then concurrently changed its name
to "The Consortium of Maryland, Inc." The Merger consideration paid to the
former shareholder of Consort MD at the closing consisted of $621,500 cash
and 34,327 restricted shares of the Company's common stock valued at
$377,597 (based upon the average closing bid price of the Company's common
stock for the 20 trading days immediately preceding the closing date).
Additional merger consideration will be paid to the former shareholder of
Consort MD consisting of additional shares of stock having a value equal to
the tangible net worth of Consort MD as of the Merger date, which
approximates $250,000. The Company has agreed to file a registration
statement with the Securities and Exchange Commission by May 1, 1998
permitting these sale of the restricted shares.
3
Item 1. Business - (Continued)
On September 13, 1996, the Company acquired all the assets and assumed the
liabilities of Performance Staffing, Inc. ("PSI"). PSI is a specialty
provider of general support staffing services. The consideration paid to
the former shareholders of PSI consisted of 2,500 shares of restricted
shares of the Company's common stock valued at $21,000. There is contingent
consideration of $10,000 which is payable upon the collection of not less
than 93% of all of the outstanding accounts receivables billed by PSI prior
to acquisition by the Company. During its last fiscal year prior to the
acquisition, PSI generated revenues of $2.5 million.
On January 7, 1997, the Company purchased Programming Alternatives of
Minnesota, Inc. ("PAMI"), a privately-held, specialty provider of
information technology consultants, particularly those with high demand
client-server skills. The purchase price was $4,500,000 plus $1,625,000 of
contingent consideration in the form of a three year promissory note
payable upon the attainment of certain earnings targets at the end of each
twelve month period following the closing, for a period of three years. Any
additional consideration paid will be recorded as additional purchase
price. Based upon current monthly revenue figures provided by management of
PAMI, the revenues for the year ended December 31, 1996 are estimated to be
approximately $10 million.
o Concentration on Sectors Producing Higher Margins
The Company's strategy is to focus on the development of higher margin
sectors of the business, a departure from the historic origins of the
staffing industry in low margin clerical personnel. The Company intends to
implement this strategy in several ways. First, the Company has expanded
its range of services, in part through acquisitions, to include higher
margin specialty services such as information technology, health care
services and professional engineering services. The Company intends to
continue to develop its capability to provide qualified employees to the
information technology sector, one of the fastest growing segments of the
temporary staffing industry. Second, the Company has continued its efforts
to market temporary staffing services to higher margin accounts. The
Company had de-emphasized marketing to accounts where competitive pricing
makes margins unacceptable or to accounts where workers' compensation costs
adversely affect profitability.
o Emphasis upon Service and Value
The Company focuses on providing service and value to its customers. The
Company's staff employees seek to establish and maintain long-term
relationships with customers by developing knowledge of customers'
businesses, responding promptly to customer orders and monitoring job
performance and customer satisfaction. The Company has implemented this
strategy by targeting customer accounts where service and quality are
perceived to be as important as pricing of services, which allows the
Company to be more selective and to provide higher quality staffing while
maintaining desired profit margins.
o Provide Entrepreneurial Offices with Strong Central Support
The Company's offices are supported by strong central functions at
corporate headquarters that include marketing, recruiting and retention
programs, workers' compensation and other insurance services, training,
accounts payable, purchasing, credit, collection, system and its software
that provides information on customer requirements, available applicants,
temporary staffing employees on assignment and other information which
facilitates efficient response to customer job orders.
The Company has established budgets and quality performance standards which
are utilized at all offices. A substantial portion of region, area,
district and office manager compensation is incentive-based and focused on
meeting budgets and quality standards. Managers are also given considerable
discretion to respond to specific customer requirements.
4
Item 1. Business - (Continued)
Operation-Service Groupings
The Company's business is generally conducted through four operating
groups. The Professional Engineering & Technical Group provides personnel
to perform engineering, design, drafting or other functions either at the
site of the client or, less frequently, at its own facilities. This group
generated approximately 46%, 55% and 49% of the revenues for the fiscal
years ended October 31, 1996, 1995 and 1994, respectively.
The Information Technology Group ("IT") is a provider of computer related,
information technology consulting services. The IT Group generated
approximately 19% of the Company's revenues for the fiscal year ended
October 31, 1996. On an annualized basis the IT Group would have
contributed approximately 30% of revenues for the fiscal year ended October
31, 1996.
The General Staff Support Group, which provides office, clerical and light
industrial personnel, provided 29%, 45% and 51% of the revenues for the
Company's fiscal years ended October 31, 1996, 1995, and 1994,
respectively.
The Specialty Health Group, which is a full service provider of skilled
health care professionals, provided 6% of the revenues for the fiscal year
ended October 31, 1996. Prior to 1996, this was not a material segment of
the Company's business.
The Company's revenues, exclusive of fees earned from the permanent
placement of personnel, are based upon the number of hours worked by
personnel assigned to a client for either a designated or an indefinite
term of engagement. The rates per hour differ among the categories of
personnel and are affected by the prevailing direct labor rates in the area
of assignment. Billings by the Company are usually on a weekly basis, with
invoices payable within thirty days of the date of the invoice.
Engagements of personnel vary in duration. The average length of engagement
for a project is nine months, and assignments of individuals have ranged
from four months to more than three years. Clients typically invite several
companies to bid on requests for proposals and sometimes grant contracts to
more than one company to provide personnel for the same project. Contracts
with certain clients prohibit the Company and the client from hiring the
employees of the other during the contract period and for a specified time
thereafter.
Management believes that there are a sufficient number of engineering,
technical, professional and other personnel available to the Company to
satisfy the requirements of its principal clients. The number and type of
personnel available to the Company are affected by many factors including,
general economic conditions, and have fluctuated widely from time to time.
Overview-The Temporary Staffing Industry
The temporary staffing industry has grown rapidly in recent years as
companies have utilized temporary employees to control personnel costs and
to meet specialized or fluctuating personnel needs. Historically, the
demand for temporary staffing services has been driven primarily by a need
to temporarily replace full-time employees due to illness, vacation or
termination. More recently, competitive pressures have forced businesses to
focus on reducing costs, including converting fixed, permanent labor costs
to variable or flexible costs.
The effective use of temporary staffing employees enables businesses to
staff their organizations with a core level of regular employees and
augment their work force as needed. By utilizing temporary staffing
employees, businesses avoid the management and administrative costs
incurred in hiring, training and terminating regular employees. A business
pays only for the actual hours worked by temporary staffing employees and
may terminate their services upon completion of the assignment without the
adverse effects of layoffs. An ancillary benefit, particularly for smaller
businesses, is that the usage of temporary staffing employees shifts
employment costs and risks (e.g., workers' compensation and unemployment
insurance) to the temporary staffing company, which can spread the costs
and risks over a larger pool of employees.
5
Item 1. Business - (Continued)
The range of temporary staffing services has expanded substantially since
the early days of the industry. Technological advances, as well as changing
attitudes towards workforce management, have resulted in a proliferation of
new temporary staffing positions in such challenging areas as engineering,
health care, information technology and other specialized industry
segments. Furthermore, businesses have begun using temporary staffing
employees to reduce administrative overhead by outsourcing operations that
were formerly core business functions. In particular, information
technology staffing services, one of the Company's primary operating
groups, has become one of the fastest growing sectors of the temporary
staffing industry. Over the last decade, the increased use of technology
has led to dramatic rise in demand for technical project support, software
development, and other computer-related services.
The Company believes that the temporary staffing industry is highly
fragmented and is currently experiencing a trend toward consolidation
primarily due to the increasing demand by large companies for centralized
staffing services and the difficulties faced by many smaller staffing
companies in today's staffing market. The growth of national and regional
accounts resulting from the centralization of staffing decisions by
national and larger regional companies has increased the importance of
staffing companies being able to offer a wide range of services over a
broad geographic area. In addition, many smaller staffing companies are
experiencing increased difficulties due to factors such as significant
working capital requirements, limited management resources, and an
increasingly competitive environment.
Customers and Marketing
The Company derives its revenues from a well diversified customer base,
including a number of Fortune 500 companies, as well as small to medium
sized retail, manufacturing and service businesses and governmental units.
During fiscal 1996, the Company had one major customer that accounted for
approximately 12.7% of revenues.
This is comparable to fiscal 1995, when the Company had one customer that
accounted for approximately 12.3% of revenues. During fiscal 1996 and 1995,
no other customers accounted for over 10% of the Company's revenues.
The Company has developed a sales and marketing strategy which focuses on
both national and local accounts and is implemented through its branch
locations. Local accounts are targeted by account managers at the branch
offices permitting the Company to capitalize on the local expertise and
established relationships of its branch office employees. Such accounts are
solicited through personal sales presentations, telephone marketing, direct
mail solicitation, referrals from clients, and advertising in a variety of
local and national media. These advertisements appear in the Yellow Pages,
newspapers, and trade publications. Local employees are encouraged to be
active in civic organizations and industry trade groups to facilitate the
development of new customer relationships. The Company's national sales and
marketing effort is coordinated by management at the corporate level. This
enables the Company to develop a consistent, focused strategy to pursue
national account opportunities. This strategy allows the Company to
capitalize on the desire of national clients to work with a limited number
of preferred vendors for their staffing requirements.
Reliance on Key Personnel
The Company is highly dependent on its senior management. The Company
believes that its continued success will depend to a significant extent upon the
efforts and abilities of its President and Chief Executive Officer, Leon Kopyt,
and certain other executives, including executives of its acquired subsidiaries.
Mr. Kopyt and certain of these officers have entered into employment agreements
with the Company. See "Item 11. Executive Compensation - Executive Employment
Agreements."
Competition
The temporary services industry is fragmented and highly competitive, with
limited barriers to entry. Within local markets, smaller firms actively
compete with the Company for business, and in most of these markets, no
single company has a dominant share of the market. The Company also
competes with larger full-service and specialized competitors in national,
regional and local markets, which have significantly greater marketing,
financial and other resources than the Company. The Company believes that
the primary competitive factors in obtaining and retaining
6
Item 1. Business - (Continued)
clients are the ability to provide a wide range of staffing services, to
service an expansive geographic area, an understanding of clients' specific
job requirements, the ability to provide personnel with the appropriate
skills in a timely manner, the monitoring of quality of job performance,
and the pricing of services. The Company believes its strong emphasis on
providing responsive and advanced quality service and improved value to its
customers and it's staffing employees are important competitive advantages.
Employees
As of October 31, 1996, the Company employed on its permanent staff 165
persons, including licensed professional engineers who, from time to time,
participate in engineering and design projects undertaken by the Company.
During the twelve months ended October 31, 1996, approximately 550
engineering and technical personnel and 450 Information Technology
personnel were employed by the Company to work on client projects for
various periods. The Company has also employed approximately 7,000
temporary personnel during the year. None of the Company's employees,
including its temporary employees, are represented by a collective
bargaining agreement. The Company considers its relationship with its
employees to be good.
Item 2. Properties
The Company presently operates 29 offices in 11 states including 6 in
California, 3 in Michigan, 4 in Connecticut, 2 in New York, 3 in
Pennsylvania, 1 in South Carolina, 4 in New Jersey, 3 in Kentucky, 1 in
Indiana, 1 in Maryland and 1 in Georgia. Each of the offices operates as an
independent profit center with each manager having overall responsibility
for sales and marketing, recruiting and retention of temporary staffing
employees and customer relations. A branch office staff typically consists
of the manager and up to four regular staff personnel who market to the
Company's customers, process applicants, match customer needs with
available temporary staffing employees and monitor staffing employee
performance. Where possible, the offices are grouped around a hub office in
a key metropolitan center supervised by an area or district manager
The Company maintains its principal executive offices in Pennsauken, New
Jersey. The Company anticipates that it will not experience difficulties in
renewing any of its current leases upon their expiration or obtaining
different space on comparable terms if such leases cannot be renewed.
Item 3. Legal Proceedings
From time to time, disagreements with individual employees and
disagreements as to the interpretation, effect or nature of individual
agreements arise in the ordinary course of business and may result in legal
proceedings being commenced against the Company. The Company is not
currently involved in any litigation or proceedings which are material,
either individually or in the aggregate, and, to the Company's knowledge,
no other legal proceedings of a material nature involving the Company are
currently contemplated by any individuals, entities or governmental
authorities.
The principal risks that the Company insures against are workers'
compensation, personal injury, property damage, professional malpractice,
errors and omissions, and fidelity losses. The Company maintains insurance
in such amounts and with such coverages and deductibles as management
believes are reasonable and prudent.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the vote of security holders during the
fourth quarter ended October 31, 1996.
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information concerning the market and price history of the Company's Common
Stock is incorporated herein by reference to the 1996 Annual Report or in
an Amendment to this Report to be filed with the Securities and Exchange
Commission.
Item 6. Selected Financial Data
Selected financial data for the Company is incorporated herein by
reference to the 1996 Annual Report or in an Amendment to this
Report to be filed with the Securities and Exchange Commission.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
A discussion of the Company's financial condition and results of operations
is incorporated herein by reference to the Company's 1996 Annual Report or
in an Amendment to this Report to be filed with the Securities and Exchange
Commission.
Item 8. Financial Statements and Supplemental Data
Financial Statements of the Company for the fiscal year ended October 31,
1996, and specific supplementary financial information are incorporated
herein by reference to the 1996 Annual Report or in an Amendment to this
Report to be filed with the Securities and Exchange Commission.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with regard to this item is incorporated by reference to the
definitive 1997 Proxy Statement under the caption "ELECTION OF DIRECTORS"
and "OTHER INFORMATION - Executive Officers of the Registrant," or in an
Amendment to this Report to be filed with the Securities and Exchange
Commission.
Item 11. Executive Compensation
Information with regard to this item is incorporated herein by reference to
the definitive 1997 Proxy Statement under the caption "ADDITIONAL
INFORMATION - Management Compensation," or in an Amendment to this Report
to be filed with the Securities and Exchange Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with regard to this item is incorporated herein by reference to
the definitive 1997 Proxy Statement under the caption "PRINCIPAL
STOCKHOLDERS," or in an Amendment to this Report to be filed with the
Securities and Exchange Commission.
Item 13. Certain Relationships and Related Transactions
Informaiton with regard to this item is incorporated herein by reference to the
definitive 1997 Proxy Statement under the caption "ADDITIONAL INFORMATION
Certain Transactions," or in an Amendment to this Report to be filed with the
Securities and Exchange Commission.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. and 2. Financial Statement Schedules -- included in the 1997 Annual
Report filed as exhibit 13 hereto and incorporated herein by reference in Item
8.
(b) Reports on Form 8-K
None
(c) Exhibits
(3)(a) Articles of Incorporation, as amended, incorporated by reference
to Exhibit 3(a) of the Registrant's Form 10-K dated October 31,
1994, filed with the Commission on January 4, 1995 (Commission
File No. 1- 10245).
(3)(b) Bylaws, as amended on February 22, 1996.
(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.
10
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K -
(Continued)
* (10)(a) Amended and Restated Loan and Security Agreement dated
August 30, 1995 as amended on December 19, 1996 between, the
Registrant, Intertec Design, Inc., Cataract, Inc., The Consortium
and The Consortium of Maryland, Inc. and Mellon Bank, N.A.
(10)(c) RCM Technologies, Inc. 1986 Incentive Stock Option Plan;
incorporated by reference to Exhibit 10(d) of the Registrant's
Annual Report on Form 10-K dated October 31, 1986, filed with the
Commission on February 13, 1987 (Commission File No. 1-10245).
(10)(d) RCM Technologies, Inc. 1992 Incentive Stock Option Plan;
incorporated by reference to Exhibit A of the Registrant's Proxy
Statement dated April 23, 1992, filed with the Commission on March
9, 1992 (Commission File No. 1-10245).
(10)(e) RCM Technologies, Inc. 1994 Nonemployee Director Stock Option
Plan; incorporated by reference to Exhibit A of the Registrant's
Proxy Statement dated May 19, 1994, filed with the Commission on
June 22, 1994 (Commission File No. 33-80590).
* (10)(f) Amended and restated Termination Benefits Agreement dated
November 30, 1996 between the Registrant and Leon Kopyt.
* (10)(g) Amended and restated Employment Agreement dated November 30, 1996
between the Registrant, Intertec Design, Inc. and Leon Kopyt.
* (10)(l) RCM Technologies, Inc. 1996 Executive Stock Option Plan dated
August 15, 1996.
* (10)(m) Stock Option Agreement dated November 30, 1996 between the
Registrant and Leon Kopyt.
(10)(n) Merger Agreement among RCM Technologies, Inc., CI Acquisition
Corp. and Cataract, Inc. dated July 31, 1995; incorporated
by reference to Exhibit(c)(1) of the Registrant's Current
Report on Form 8-K dated August 30, 1995 ("Cataract 8-K").
(10)(o) Registration Rights Agreement dated August 30, 1995; incorporated
by reference to Exhibit (c)(2) of the Cataract 8-K.
(10)(p) Voting Trust Agreement dated August 30, 1995; incorporated by
reference to Exhibit (c)(3) of the Cataract 8-K.
(10)(q) Stock Pledge Agreement dated August 30, 1995; incorporated by
reference to Exhibit (c)(5) of the Cataract 8-K.
(10)(r) Stock Purchase Agreement among RCM Technologies, Inc., The
Consortium and The Shareholders of The Consortium dated as of
March 1, 1996; incorporated by reference to Exhibit (c)(1) of the
Registrant's Current Report on Form 8-K dated March 19, 1996
("Consortium 8-K").
(10)(s) Registration Rights Agreement dated March 11, 1996; incorporated
by reference to Exhibit (c)(2) of the Consortium 8-K.
(10)(t) Escrow Agreement dated March 11, 1996;incorporated by reference to
Exhibit (c)(3) of the Consortium 8-K.
(10)(u) Standstill and Shareholders Agreement dated March 11, 1996;
incorporated by reference to Exhibit (c)(5) of the Consortium 8-K.
(10)(v) Blaire Employment Agreement dated March 11, 1996; incorporated by
reference to Exhibit (c)(6) of the Consortium 8-K.
(10)(w) Meyers Employment Agreement dated March 11, 1996; incorporated by
reference to Exhibit (c)(7) of the Consortium 8-K.
(10)(x) Subscription Agreement dated January 12, 1996; incorporated by
reference to Exhibit (a)(10) of the Registrant's Quarterly Report
on form 10-Q for the quarterly period ended January 31, 1996
("January 10-Q")
(10)(y) Registration Rights Agreement dated February 5, 1996; incorporated
by reference to Exhibit (a)(10.1) of the January 10-Q.
(10)(z) Merger Agreement among RCM Technologies, Inc., sort Acquisition
Corp., the Consortium of Maryland, Inc. and Peter Kaminsky dated
April 23, 1996; incorporated by reference to Exhibit (2) of the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1996 ("April 10-Q")
(10)(aa) Registration Rights Agreement dated May 2, 1996; incorporated by
reference to Exhibit (10.1) of the April 10-Q.
(10)(ab) Escrow Agreement dated May 2, 1996; incorporated by reference to
Exhibit (10.2) of the April 10-Q.
(10)(ac) Standstill and Shareholders Agreement dated May 2, 1996;
incorporated by reference to Exhibit (10.3) of the April 10-Q.
(10)(ad) Kaminsky Employment Agreement dated May 2, 1996; incorporated by
reference to Exhibit (10.4) of the April 10-Q.
11
(11)Computation of Earnings Per Share.
(13)Annual Report to Stockholders for the fiscal year ended October 31, 1996.
(21)Subsidiaries of the Registrant.
(23a) Consent of Independent Certified Public Accountants
(27)Financial Data Schedule.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RCM Technologies, Inc.
(Registrant)
Date: January 14, 1997 By:/s/ Leon Kopyt
Leon Kopyt
Chairman, President, Chief Executive Officer
and Director
Date: January 14, 1997 By:/s/ Stanton Remer
Stanton Remer
Chief Financial Officer, Treasurer,
Secretary and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: January 14, 1997 By: /s/ Leon Kopyt
Leon Kopyt
Chairman, President, Chief Executive Officer
and Director
Date: January 14, 1997 By: /s/ Barry S. Meyers
Barry S. Meyers
Executive Vice President, Chief Operating
Officer and Director
Date: January 14, 1997 By: /s/ Martin Blaire
Martin Blaire
Executive Vice President and Director
Date: January 14, 1997 By:/s/ Stanton Remer
Stanton Remer
Chief Financial Officer, Treasurer,
Secretary and Director
Date: January 14, 1997 By: /s/ Norman S. Berson
Norman S. Berson Director
Date: January 14, 1997 By: /s/ Robert B. Kerr
Robert B. Kerr
Director
Date: January 14, 1997 By: /s/ Woodrow B. Moats, Jr.
Woodrow B. Moats, Jr.
Director
13
EXHIBIT INDEX
(10)(a) Amended and Restated Loan and Security Agreement dated August 30,
1995 as amended on December 19, 1996 between, the Registrant,
Intertec Design, Inc., Cataract, Inc., The Consortium and The
Consortium of Maryland, Inc. and Mellon Bank, N.A.
(10)(f) Amended and restated Termination Benefits Agreement dated November
30, 1996 between the Registrant and Leon Kopyt.
(10)(g) Amended and restated Employment Agreement dated November 30, 1996
between the Registrant, Intertec Design, Inc. and Leon Kopyt.
(10)(l) RCM Technologies, Inc. 1996 Executive Stock Option Plan dated
August 15, 1996.
(10)(m) Stock Option Agreement dated November 30, 1996 between the
Registrant and Leon Kopyt.
(11) Computation of Earnings Per Share.
(13)
Annual Report to Stockholders for the fiscal year ended October 31,
1996.
(21) Subsidiaries
(23)(a) Consent of Independent Certified Public Accountants.
(27) Financial Data Schedule