As filed with the Securities and Exchange Commission on October 27, 1997
Registration No. 333-37423
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 95-1480559
(State or other Jurisdiction (I.R.S. Identification Number)
of incorporation)
2500 McClellan Avenue
Suite 350
Pennsauken, NJ 08109
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(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
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(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
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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]
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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