SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 1996
RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-10245 95-1480559
State or other (Commission (I.R.S Employer
jurisdiction of incorporation File Number) Indentification No.)
or organization
2500 McClellan Avenue, Suite 350
Pennsauken, New Jersey 08109-4613
(Address of principal executive office)
Registrant's telephone number: (609) 486-1777
Item 5 Other Events
On March 14, 1996, the Board of Directors of RCM Technologies, Inc.
(the "Company") declared a dividend of one Right for each outstanding share of
common stock, par value $.05 per share (the "Common Stock"), of the Company to
stockholders of record at the close of business on April 1, 1996 (the "Record
Date") and authorized the issuance of one Right with respect to each share of
Common Stock that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date or the Expiration Date
(as such terms are defined below); provided, however, that Rights may be issued
with respect to shares of Common Stock that become outstanding after the
Distribution Date and prior to the earlier of the Redemption Date or the
Expiration Date under certain circumstances. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from the
Company one additional share of Common Stock, at a price of $3.00 per share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of March 14, 1996 between
the Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agreement").
Initially, the Rights will be evidenced by the Certificates for Common
Stock of the Company (the "Common Shares") registered in the names of the
holders thereof and not by separate Right certificates. Subject to certain
exceptions, until the earlier of (i) such time as the Company learns that a
person, alone or together with all affiliates and associates ("Acquiring
Person") has acquired the beneficial ownership of 15% or more of the Common
Shares then outstanding or (ii) the close of business on such date, if any, as
may be designated by the Board of Directors of the Company following the
commencement of, or first public disclosure of an intent to commence, a tender
or exchange offer by any person for outstanding Common Shares if, upon
consummation of such tender or exchange offer, such person would be the
beneficial owner of 15% or more of the outstanding Common Shares (the close of
business on the earlier of such dates being the "Distribution Date"), no
separate Right certificates will be distributed and the Rights, including the
Right to receive Right certificates, will be transferrable only in connection
with the transfer of Common Shares. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to the holders of record of the Common Shares as
of the Distribution Date and, thereafter, the Rights will be evidenced solely by
such Right Certificates.
The Rights Agreement provides that, until the earliest of the
Distribution Date, the close of business on October 31, 2005 (the "Expiration
Date") or any day set by the Board of Directors of the Company for the
redemption of all then outstanding Rights (the "Redemption Date"), the Rights
shall be evidenced by the Certificates representing the Common Shares and will
be transferred with the Common Shares. With regard to certificates for Common
Shares issued after the Record Date but prior to the earliest of the
Distribution Date, Redemption Date or Expiration Date, a legend will be affixed
to the certificate stating that the certificate also evidences and entitles the
holder of the certificate to the Rights. The omission of a legend shall not
affect the enforceability of any part
of the Rights Agreement or the rights of any holder of Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the earlier of the Expiration Date or the Redemption Date.
Notwithstanding the foregoing, any Rights that are/or were at any time
beneficially owned by an Acquiring Person, or any affiliate or associate of an
Acquiring person, shall be null and void and nontransferable and any holder of
any such Right, including any purported transferee or subsequent holder thereof,
shall not have any right to exercise or transfer any such Right.
Additionally, for a period not to exceed 90 days after the Distribution
Date, the Company may temporarily suspend the exercisability of the Rights in
order to prepare and file a Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to the Common
Shares purchasable upon exercise of the Rights. No such suspension shall remain
effective after, and the Rights shall without any further action by the Company
or any other person become exercisable immediately upon, the effectiveness of
such Registration Statement. Upon any such suspension, the Company will issue a
public announcement stating that the exercisability of the Rights has been
temporarily suspended and shall issue a further public announcement at such time
as the suspension is no longer in effect. Thereafter, the Company will use its
best efforts to prepare and file a Registration Statement with the Securities
and Exchange Commission with respect to the Common Shares purchasable upon
exercise of the Rights, cause such Registration Statement to become effective
and to remain effective until the Expiration Date and to qualify or register the
Common Shares purchasable upon exercise of the Rights under the securities laws
of other jurisdictions as may be necessary or appropriate.
In the event that there shall not be sufficient Common Shares to permit
the exercise or exchange of rights, the Company will take all such action as may
be necessary to authorize additional Common Shares; provided however that if the
Company is unable to cause the authorization of additional Common Shares, the
Company may pay cash equal to the Purchase Price in lieu of issuing Common
Shares, issue equity securities having a value equal to the value of the Common
Shares which otherwise would have been issuable or distribute a combination of
Common Shares, cash and/or other equity and/or debt securities having an
aggregate value equal to the value of the Common Shares which otherwise would
have been issuable.
In the event that any person becomes an Acquiring Person, each holder
of a Right will thereafter have the right to receive upon exercise at the then
current Purchase Price in accordance with the terms of the Rights Agreement,
such number of Common Shares as shall equal the result obtained by multiplying
the Purchase Price by a fraction, the numerator of which is the number of Common
Shares for which a Right is then exercisable and the denominator of which is 50%
of the market value of the Common Shares on the date on which a person becomes
an Acquiring Person. The Board of Directors of the Company may, at its option,
at any time after a person becomes an Acquiring Person exchange all or part of
the then outstanding and exercisable Rights for consideration per Right
consisting of one-half of the securities that would be issuable at such time
upon the exercise of one Right.
In the event that, following a Distribution Date, the Company is
involved in a merger or business combination or 50% or more of the Company's
assets or
earning power are sold, each holder of a Right will thereafter have the right to
receive, upon exercise at the then current Purchase Price associated with the
Right, common stock of the acquiring or surviving company having a value equal
to two times the exercise price of the Right.
To preserve the actual or potential economic value of the Rights in the
event that there are any changes in the Common Shares by reason of, among
others, stock dividends, stock splits, recapitalization, combinations or
exchanges of securities, the Board of Directors of the Company shall make
appropriate adjustments to the number of Common Shares (or the number and kind
of other securities) issuable upon exercise of each Right, the Purchase Price
and Redemption Price in effect at such time, and the number of Rights
outstanding at such time to prevent dilution.
At any time prior to the earlier of (i) such time as a person becomes
an Acquiring Person and (ii) the Expiration Date, the Board of Directors of the
Company may order the redemption of all, but not fewer than all, the then
outstanding Rights at a price of $.01 per Right or at a price adjusted by the
Board of Directors of the Company in accordance with the Rights Agreement (the
"Redemption Price"), which may, at the option of the Company, be paid in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors of the Company, in its sole discretion, to be at least equivalent in
value to the Redemption Price. Immediately upon the Board of Directors of the
Company ordering the redemption of the Rights, the Rights will terminate and the
only right thereafter of the holders of the Rights shall be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof shall not be deemed for
any purpose the holder of the Common Shares, or of any other securities of the
Company which may at any time be issuable upon the exercise of the Rights, and
will have no Rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
At anytime prior to the Distribution Date, the Company may supplement
or amend any provision of the Rights Agreement with the exceptions of (i)
providing for an earlier Expiration Date or (ii) reducing the Redemption Price
(except as specifically set forth in the Rights Agreement) without the approval
of any holder of the Rights. From and after the Distribution Date and subject to
applicable law, the Company may amend the Rights Agreement without the approval
of any holders of Right Certificates for certain specified purposes so long as
such amendment does not adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an affiliate or associate of an
Acquiring Person). Any supplement or amendment adopted during any period after
any person has become an Acquiring Person but prior to the Distribution Date
shall be null and void unless such supplement or amendment could have been
adopted from and after the Distribution Date as set forth above.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors of the Company because, if the Rights would become
exercisable as
a result of such merger or other business combination, the Board of Directors,
may, at its option, prior to the time that any person becomes an Acquiring
Person, redeem all, but not less than all, of the then outstanding Rights at the
Redemption Price.
The Rights Agreement dated as of March 14, 1996 between RCM
Technologies, Inc. and American Stock Transfer & Trust Company, as Rights Agent
is attached hereto as Exhibit No. 4 and incorporated herein by reference. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
Item 7 Financial Information and Exhibits
Exhibit No. Description
4 Rights Agreement dated as of March 14, 1996 between RCM Technologies,
Inc. and American Stock Transfer & Trust Company, as Rights Agent
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 thereunto duly authorized.
RCM Technologies, Inc.
Dated: March 22, 1996 By:/s/ Stanton Remer
-----------------
Stanton Remer
Chief Financial Officer
Treasurer and Director