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 July 23, 1998
(Date of earliest event reported) (July 14, 1998)
RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
1-10245 95-1480559
(Commission File Number) (IRS Employer
Identification Number)
2500 McClellan Avenue, Pennsauken, NJ 08109-4613
(Address of principal executive offices (Zip Code)
(609) 486 - 1777
(Registrant's telephone number, including area code)
ITEM 2. Acquisition or Disposition of Assets
On July 14, 1998, RCM Technologies, Inc. ("Registrant") acquired Software
Analysis and Management, Inc. ("SAMCO"), an Orange, California-based provider of
information technology services specializing in software and system engineering
services. The acquisition was completed, effective as of May 1, 1998, through a
stock purchase transaction ("Purchase") pursuant to which SAMCO, it's former
shareholders exchanged all of Samco's outstanding shares of stock with the
Registrant and became a wholly-owned subsidiary of the Registrant.
The Purchase consideration paid to the former shareholders of SAMCO consisted of
$7.5 in million cash and $4.5 million of contingent consideration payable over
three years upon SAMCO achieving certain base levels of operating income for
each of the three twelve month periods following the Purchase. An additional
earn-out payment shall be made to the former shareholders at the end of each of
the three twelve month periods commencing August 1, 1998, to the extent that
operating income exceeds these base levels. In addition to the purchase price, a
payment will be made the to sellers of SAMCO for the net working capital of
SAMCO as of July 14, 1998. The Purchase has been accounted for under the
purchase method of accounting. The source of cash utilized in the Purchase was
from the Registrant's recent public offering. The cost in excess of net assets
acquired will be approximately $7.5 million. It is anticipated the cost in
excess of net assets acquired will be amortized over a 40 year period.
The Purchase consideration paid by the Registrant was determined by negotiations
between and among the representatives of the Registrant and SAMCO.
Following the Purchase, the directors and executive officers of SAMCO consist of
Leon Kopyt Chief Executive officer, Stanton Remer Chief Financial Officer, and
Ira A. Kweitko (Executive Vice President and General Manager of SAMCO prior to
the Purchase).
SAMCO's assets consist primarily of contracts, instrumentation and office
equipment. These assets were used in providing information technology and
software systems engineering services to businesses and institutions. The
Registrant plans for SAMCO to continue such course of business under the
Registrant's control.
Prior to the Purchase, no material relationship existed between SAMCO and the
Registrant or any of its affiliates, any director or officer of the Registrant,
or any associate of any such director or officer.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired
The financial statements of the business acquired are not being filed
herewith. However, such financial statements will be filed by amendment
to this report which will be filed not later than sixty days after the
date on which this report must be filed.
(b) Pro Forma Financial Information
To be filed by amendment. See item 7(a) of this report.
ITEM 7.
(c) Exhibits
10.1 Stock Purchase Agreement Among RCM Technologies, Inc., Software
Analysis and Management, Inc. and The Shareholders of Software Analysis and
Management, Inc., dated July 14, 1998
10.2 Employment Agreement with Ira A. Kweitko, dated July 14, 1998
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.
By: /S/ Stanton Remer
Stanton Remer
Chief Financial Officer
(Principal Accounting Officer),
Treasurer and Director
Date: July 23, 1998