sc13da509050002_010212013.htm

0000921895-13-000001.txt : 20130102 0000921895-13-000001.hdr.sgml : 20130101 20130102092829 ACCESSION NUMBER: 0000921895-13-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130102 DATE AS OF CHANGE: 20130102 SUBJECT COMPANY: 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: 0608 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38320 FILM NUMBER: 13500293 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 BUSINESS PHONE: 8563564500 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRS Partnership No. 19, L.P. CENTRAL INDEX KEY: 0001556235 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 515 S. FIGUEROA STREET, SUITE 1050 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 225-5303 MAIL ADDRESS: STREET 1: 515 S. FIGUEROA STREET, SUITE 1050 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 sc13da509050002_01022013.htm AMENDMENT TO SCHEDULE 13D sc13da509050002_010212013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

RCM Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

749360400

(CUSIP Number)

Bradley Vizi

1247 Stoner Avenue, #207

Los Angeles, California 90025

(330) 519-1158

With copies to:

Steven Wolosky, Esq.

Olshan Frome Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 2, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON IRS Partners No. 19, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,178,332*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,178,332*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,178,332*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%*
14	TYPE OF REPORTING PERSON PN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON The Leonetti/O’Connell Family Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 266,074*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 266,074*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,074*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%*
14	TYPE OF REPORTING PERSON CO

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON M2O, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,178,332*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,178,332*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,178,332*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%*
14	TYPE OF REPORTING PERSON CO, HC

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON The Michael F. O’Connell and Margo L. O’Connell Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Not Applicable
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,178,332*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,178,332*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,178,332*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8 %*
14	TYPE OF REPORTING PERSON OO, HC

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Michael O’Connell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,467,406*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,467,406*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,406*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%*
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Legion Partners Asset Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,467,406*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,406*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%*
14	TYPE OF REPORTING PERSON IA

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Bradley Vizi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,000
	10	SHARED DISPOSITIVE POWER 1,467,406*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,406*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%*
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Christopher Kiper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 22,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 22,000
	10	SHARED DISPOSITIVE POWER 1,467,406*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,467,406*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4%*
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

1	NAME OF REPORTING PERSON Roger Ballou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 749360400

The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)

This statement is filed by:

(i)

IRS Partners No. 19, L.P., a Delaware limited partnership (“IRS 19”);

(ii)

The Leonetti/O’Connell Family Foundation, a Delaware non-profit corporation (the “Foundation”);

(iii)

M2O, Inc., a Delaware corporation (“M2O”);

(iv)

The Michael F. O’Connell and Margo L. O’Connell Revocable Trust (the “Trust”);

(v)

Michael O’Connell, an individual (“Mr. O’Connell” collectively with IRS 19, the Foundation, M2O and the Trust, the “O’Connell Entities”);

(vi)

Legion Partners Asset Management LLC, a Delaware limited liability company (“Legion Partners”);

(vii)

Christopher S. Kiper, an individual (“Mr. Kiper”);

(viii)

Bradley Vizi (“Mr. Vizi”), an individual and a nominee for election to the Board of Directors of the Company (the “Board”); and

(ix)

Roger Ballou, an individual and a nominee for election to the Board (“Mr. Ballou”).

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

M2O is the general partner of IRS 19. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of M20 and the Foundation.

(b) The principal business address of the O’Connell Entities is 515 South Figueroa Street, Suite 1050, Los Angeles, California 90071. The principal business address of Legion Partners, Mr. Kiper and Mr. Vizi is 1247 Stoner Avenue, #207, Los Angeles, California 90025. The principal business address of Mr. Ballou is 301 Via Linda, Palm Beach, FL 33480.

(c) The principal business of IRS 19 is making, holding and disposing of various investments. The principal business of the Foundation is promoting charitable purposes. The principal business of M2O is to serve as general partner of IRS 19 and other affiliated partnerships. The principal business of the Trust is to hold various investments. Mr. O’Connell’s principal employment is as the Chief Executive Officer and a Director of M2O, a Trustee of the Trust and the Secretary, Chief Financial Officer and a Director of the Foundation. The principal business of Legion Partners is managing investments in securities. The principal occupation of each of Messrs. Kiper and Vizi is serving as partners of Legion Partners. The principal occupation of Mr. Ballou is serving as a director of Fox Chase Bancorp, Inc., a holding company for Fox Chase Bank, a federal savings bank, and as a director of and Alliance Data Systems Corporation. The principal business address of Fox Chase Bancorp, Inc. is 4390 Davisville Road, Hatboro, PA 19040. The principal business address of Alliance Data Systems Corporation is 7500 Dallas Parkway, Suite 700, Plano, TX 75024.

CUSIP NO. 749360400

(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of IRS 19, the Foundation, and M2O is organized under the laws of Delaware. Legion Partners is organized under the laws of Delaware. Each of Messrs. O’Connell, Kiper, Vizi, and Ballou and each person listed on Schedule A is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,178,332 Common Shares owned directly by the IRS 19 is approximately $6,319,698, including brokerage commissions. Such Common Shares were acquired with the working capital of IRS 19.

The aggregate purchase price of the 266,074 Common Shares owned directly by the Foundation is approximately $1,358,069, including brokerage commissions. Such Common Shares were acquired with the working capital of the Foundation.

The aggregate purchase price of the 22,000 Common Shares owned directly by Mr. Kiper is approximately $126,694, including brokerage commissions. Such Common Shares were acquired with Mr. Kiper’s personal funds.

The aggregate purchase price of the 1,000 Common Shares owned directly by Mr. Vizi is approximately $4,478.64, including brokerage commissions. Such Common Shares were acquired with Mr. Vizi’s personal funds.

IRS 19 effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

CUSIP NO. 749360400

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 2, 2013, the Reporting Persons delivered a letter to the Issuer nominating Roger H. Ballou and Bradley Vizi (together, the “Nominees”), as set forth therein, for election to the Board at the Issuer’s 2013 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”), and notifying the Issuer as to the submission of three business proposals to be presented at the Annual Meeting. The Reporting Persons propose that (i) the Board amend Sections 4.03(a) and (b) of the Company’s Amended and Restated Bylaws (the “Bylaws”) to eliminate the classification of the Board and require that all directors stand for election annually, (2) the Board amend Section 4.02(d) of the Bylaws to provide that director nominees be elected by the affirmative vote of the majority of votes cast at an annual meeting of stockholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats, and (3) the Board adopt a policy that the Board’s Chairman be an independent director according to the definition set forth in the NASDAQ listing standards. The Reporting Persons intend to engage in discussions with management, the Board and stockholders of the Issuer regarding the nomination of directors at the Annual Meeting, the composition of the Issuer’s Board generally, and the business proposals they seek to bring forth at the Annual Meeting.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a) The aggregate percentage of Common Shares reported owned by each person named herein is based upon 12,031,274 Common Shares outstanding as of November 6, 2012, which is the total number of Common Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2012.

As of the close of business on December 31, 2012, IRS 19 beneficially owned 1,178,332 Common Shares, constituting approximately 9.8% of the Common Shares outstanding. By virtue of their relationships discussed in further detail in Item 2, IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by IRS 19 and Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19.

As of the close of business on December 31, 2012, the Foundation beneficially owned 266,074 Common Shares, constituting approximately 2.2% of the Common Shares outstanding. By virtue of their relationships discussed in further detail in Item 2, Mr. O’Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by the Foundation and Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by the Foundation.

As discussed in Item 6 below, IRS 19 and the Foundation have entered into an investment advisory agreement with Legion Partners, pursuant to which Mr. Kiper and Mr. Vizi on behalf of Legion Partners, exclusively manage IRS 19’s and the Foundation’s investment in Common Shares and have certain discretion to purchase or sell Common Shares but do not have any right to vote the Common Shares. As a result, Legion, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation.

As of the close of business on December 31, 2012, Mr. Kiper directly owned 22,000 Common Shares, constituting less than 1.0% of the Common Shares outstanding and Mr. Vizi directly owned 1,000 Common Shares, constituting less than 1.0% of the Common Shares outstanding. Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of the Common Shares held by each other.

CUSIP NO. 749360400

Neither Mr. Ballou nor any person listed on Schedule A hereto owns any Common Shares.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Common Shares owned by the other Reporting Persons. The filing of this Amendment No. 5 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Common Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Common Shares reported herein that he or it does not directly own, except to the extent of his or its pecuniary interest therein.

(b) Each of IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by IRS 19. The Foundation and Mr. O’Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by the Foundation. Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation. Each of Messrs. Kiper and Vizi has sole voting and dispositive power over the Common Shares he owns directly.

(c) The transactions in the Common Shares by the Reporting Persons since the filing of Amendment No. 4 are set forth on Schedule B and are incorporated herein by reference. All such transactions were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated as follows:

IRS 19 and Foundation entered into an investment advisory agreement, effective October 28, 2011, with Stonnington Group, LLC. This investment advisory agreement was subsequently terminated and substantially the same investment advisory agreement was entered into with Legion Partners, effective October 5, 2012. Pursuant to the investment advisory agreement, Legion Partners will manage IRS 19’s and the Foundation’s investment in the Company. Legion Partners is entitled to receive a performance-based fee with respect to such investment of 20% of the gain on net investment profits above 10%. Legion Partners is also entitled to a management fee. Mr. Kiper’s and Mr. Vizi’s compensation is related to such fees. A copy of the form of investment advisory agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 2, 2013, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, (i) they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (ii) they agreed to solicit proxies or written consents for the election of the Nominees to the Board at the Annual Meeting (the “Solicitation”), and (iii) IRS 19 agreed to pay directly all pre-approved expenses incurred in connection with the Solicitation, subject to certain limitations. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

CUSIP NO. 749360400

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

99.1

Form of Investment Advisory Agreement.

99.2

Joint Filing and Solicitation Agreement by and among IRS Partners No. 19, L.P., the Leonetti/O’Connell Family Foundation, M2O, Inc., the Michael F. O’Connell and Margo L. O’Connell Revocable Trust, Michael O’Connell Legion Partners Asset Management LLC, Christopher S. Kiper, Bradley Vizi, and Roger Ballou, dated January 2, 2013.

CUSIP NO. 749360400

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2013

IRS PARTNERS NO. 19, L.P.

By:	M2O, Inc., its General Partner

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Chief Executive Officer

THE LEONETTI/O’CONNELL FAMILY FOUNDATION

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Secretary, Chief Financial Officer and Director

M2O, INC.

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Chief Executive Officer

THE MICHAEL F. O’CONNELL AND MARGO L. O’CONNELL REVOCABLE TRUST

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Trustee

	/s/ Michael O’Connell
	Michael O’Connell

CUSIP NO. 749360400

Legion Partners Asset Management, LLC

By:	/s/ Bradley Vizi
	Name:	Bradley Vizi
	Title:	Partner

	/s/ Christopher Kiper
	Christopher Kiper

	/s/ Bradley Vizi
	Bradley Vizi

	/s/ Roger Ballou
	Roger Ballou

CUSIP NO. 749360400

SCHEDULE A

Directors and Executive Officers of M2O

Name and Position	Present Principal Occupation	Business Address
Michael F. O’Connell, Chief Executive Officer and Director	Chief Executive Officer and Director of M2O, a Trustee of the Trust and the Chief Financial Officer and a Director of the Foundation	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Margo L. O’Connell, Director	Trustee of the Trust and President and a Director of the Foundation	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Michael-Kevin O’Connell, Chief Financial Officer, Managing Director, and Director	Chief Financial Officer, Managing Director and Director of M2O	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Cara L. Esposito, Director	Executive Director of the Foundation	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Caoilionn O’Connell, Director	Director of M2O	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Paul Werts, Treasurer	Treasurer of M2O	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071

Directors and Executive Officers of the Foundation

Name and Position	Present Principal Occupation	Business Address
Michael F. O’Connell, Chief Financial Officer and a Director	Chief Executive Officer and Director of M2O, a Trustee of the Trust and the Chief Financial Officer and a Director of the Foundation	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Margo L. O’Connell, President and Director	Trustee of the Trust, President and a Director of the Foundation, Director of M2O	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071
Cara L. Esposito, Executive Director	Director of M2O and Executive Director of the Foundation	515 South Figueroa Street, Suite 1050, Los Angeles, CA 90071

CUSIP NO. 749360400

SCHEDULE B

Transactions in the securities of the Issuer since the filing of Amendment No. 4

Securities Purchased/(Sold)	Price Per Share ($)	Date of Purchase/Sale
IRS PARTNERS NO. 19, L.P.
620	$5.50	09/27/2012
4,500	$5.49	09/27/2012
7,000	$5.52	09/27/2012
9,100	$5.56	10/01/2012
26,600	$5.51	11/14/2012
3,610	$5.51	11/14/2012
772	$5.51	11/14/2012
4,000	$5.51	11/14/2012
1,000	$5.51	11/14/2012
1,000	$5.55	11/16/2012
20,100	$5.55	11/16/2012

EX-99.1 2 ex991to13da509050002_010213.htm FORM OF INVESTMENT ADVISORY AGREEMENT ex991to13da509050002_0102113.htm

Exhibit 99.1

FORM OF INVESTMENT ADVISORY AGREEMENT

Legion Partners Asset Management, LLC (“Advisors”) and the undersigned (“Client”) agree as follows:

1. Appointment. Client appoints Advisors as the exclusive investment adviser with respect to the assets in the custodial account Client has established pursuant to this Agreement, together with all income and other proceeds from those assets (the “Assets”). Advisors will monitor and advise with respect to the Assets. Client grants Advisors complete discretion and authority to make and implement all investment decisions concerning the purchase of Assets on Client’s behalf, subject to any terms and conditions Client may impose from time to time. Any sale of the assets shall require the prior consent of Client. Chris Kiper and Brad Vizi shall be responsible for managing the Assets, including voting any proxies with respect thereto, and Advisors may not appoint any sub-advisors or other persons to manage the Assets. Advisors, Chris Kiper and Brad Vizi shall not, whether directly or indirectly, whether through affiliates or otherwise beneficially own (as such term is defined under Regulation 13D promulgated under the Exchange Act of 1934 (“Regulation 13D”)) any securities or derivatives of RCM Technologies, Inc. (“RCMT”) except for the 23,000 shares of RCMT owned in the aggregate by Chris Kiper and Brad Vizi as of the date hereof. Without the prior consent of Client, Advisors, Chris Kiper and Brad Vizi shall not, whether directly or indirectly, whether through affiliates or otherwise, advise any other client regarding RCMT or invest any other clients’ assets in RCMT, and shall not whether on behalf of themselves or their clients, buy or sell any shares of RCMT or RCMT derivative securities so long as the Client has any position in RCMT or any derivatives thereof.

2. Compensation and Expenses. Client will pay Advisors for its advisory services management fees and a performance fee to the extent set forth in the Fee Schedule attached to this Agreement. Client will be responsible for (a) the brokerage and other costs of transactions in Client’s account; (b) all custodial and similar charges; and (c) third-party charges that are pre-approved by Client. Advisors is responsible for its own expenses associated with providing services hereunder, including travel, research expenses and its own legal expenses.

3. Term. Client can terminate this Agreement immediately within five (5) days after its date. Otherwise, either party can terminate it on at least 30 days’ written notice to the other. Client can terminate this Agreement immediately for Cause. Except for a termination by Client for Cause or a termination by Advisors Without Cause, Advisors’ management fees will be prorated to the date of termination. Upon termination of this Agreement, no performance fees shall be due unless (x) all of the Assets have been sold and are in the form of cash and (y) Client did not terminate this Agreement for Cause or Advisors Without Cause. “Cause” shall mean the occurrence of any of the following: (1) Advisors, Chris Kiper or Brad Vizi materially breach any of their obligations under this Agreement, (2) Chris Kiper or Brad Vizi ceases to be employed by the Advisors or ceases to actively manage the Assets, (3) Chris Kiper, Brad Vizi or the Advisors are convicted or indicted with respect to a felony or fraud or are the subject of an investigation or action by the Securities and Exchange Commission or other securities regulator, or (4) any of the information provided by or on behalf of the Advisors in Section 7 contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading is materially inaccurate. “Without Cause” shall mean the termination of this Agreement by Advisors other than for a failure by Client to pay management fees or performance fees when due, subject to a 15 day cure period.

4. Custodians and Brokerage. Advisors will not take custody of client assets but rather Advisors will appoint one or more custodians to hold the Assets. Client directs each of them to follow Advisors’ instructions with respect to the Assets. Advisors will also select brokers, dealers or other financial institutions for the execution of transactions.

5. Client Representations and Acknowledgments. Client warrants that he/she has the legal capacity and authority to enter into and perform this agreement and that doing so will not violate or conflict with any of Client’s contractual or legal obligations. Client warrants that he/she meets one or more of the requirements to qualify as a “qualified client” as such term is defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended, as indicated in Exhibit A attached hereto. Client acknowledges that: (a) he/she has received and carefully reviewed Part 2, its supplements and Advisors’ privacy policy; (b) Part 2 includes disclosures concerning, among other things, Advisors’ other clients and operations, execution of transactions, selection of brokers and dealers, allocation of transactions among Advisors’ clients, aggregation of orders, soft dollar policies, client referrals, and potential conflicts of interest (the “Conflicts”); (c) Advisors is providing only the services contemplated by this Agreement, and not all the potential services described in Part 2; (d) Advisors is not guaranteeing investment performance of Client’s account or the achievement of Client’s objectives; and (e) an investment in the assets includes risks (including market, economic, political, currency and business risks), losses may occur, and Client (not Advisors) bears the risk of loss. Subject to Advisors’ compliance with the terms of this Agreement, Client consents to the Conflicts, but does not relieve Advisors of any of its obligations under this Agreement or applicable law. Client will sign and provide to Advisors any additional documents Advisors reasonably requests to confirm Advisors’ authority or otherwise implement this Agreement.

6. Limitation of Liability. Advisors and its principals, members, officers, employees, agents and affiliates will have no liability in connection with this Agreement, except that (a) Advisors will be liable for Advisors’ willful malfeasance, bad faith, gross negligence or reckless disregard of its duties under this Agreement or a material breach of this Agreement; and (b) Client is not waiving or limiting any rights under applicable law. Advisors will not be responsible for any act or omission of Client or any custodian or broker-dealer.

7. Confidentiality. Information concerning Advisors’ and Clients’ investment and other actions under this Agreement is confidential. Client and Advisors’ will not disclose any such information to third parties (except as required by law) or use it other than in connection with this Agreement. Notwithstanding the foregoing, Client and Advisors agree that if Client beneficially owns 5% or more of the outstanding RCMT stock, this Agreement will be disclosed pursuant to a Schedule 13D. Advisors, Chris Kiper and Brad Vizi also agree to provide to Client all information and sign and provide any additional documents reasonably requested by Client, which shall include information regarding themselves, their investments and their employees required by Regulation 13D and under any other applicable securities law.

8. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Los Angeles, California, before a sole arbitrator, in accordance with California laws applicable to agreements made, and to be performed, in that State. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award can be entered in any court having jurisdiction. The arbitrator will, in the Award, allocate all of the costs of the arbitration, including the arbitrator’s fees and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

9. Legal and Tax Advice. Client understands that Advisor does not provide legal advice or prepare legal documents. Client acknowledges it is Client’s responsibility to consult with an attorney and CPA.

10. Miscellaneous. California law will govern this Agreement, except as preempted by federal law. Neither party can assign this Agreement without the other’s consent. The Sections of this Agreement entitled “Client Representations and Acknowledgements,” “Limitation of Liability,” “Confidentiality,” “Arbitration” and “Miscellaneous” will survive the termination of this Agreement. Any addenda to this Agreement are part of it. Unless specifically agreed otherwise or as required by law, Advisors will not vote proxies (unless Client directs otherwise) or advise or act for Client in any legal proceedings, including bankruptcies or class action suits, involving either (a) securities held or previously held in Client’s account; or (b) the issuers of those securities. This Agreement supersedes in its entirety the Investment Advisory Agreement between Client and Stonnington Group, LLCs dated as of October 28, 2011 with respect to the Assets and Client acknowledges that such agreement has been duly terminated as of the date hereof and shall be of no force or effect.

This Agreement is effective as of October 5, 2012.

LEGION PARTNERS ASSET MANAGEMENT, LLC		CLIENT: IRS Partners No. 19, L.P. By: M20, Inc., its general partner The Leonetti/O’Connell Family Foundation M2O, Inc. The Michael F. O’Connell and Margo L. O’Connell Revocable Trust

Signature:		Signature:
	Bradley Vizi (on behalf of Advisors and, with respect to Section 1 and 7, himself)	Name:	Michael O’Connell
		Address:	515 S. Figueroa Street Ste. 1050 Los Angeles, CA 90071

Signature:
	Christopher Kiper (on behalf of Advisors and, with respect to Section 1 and 7, himself)

FEE SCHEDULE:

Management Fee

The Management Fee for a discretionary client is based upon the value of the assets under management:

• 2.00% per annum on the daily average of the current market value of the stock purchased

Management fees are payable monthly in arrears (cash balance in account will accrue no management fee) for duration of investment (duration shall cover from date of first purchase until date of last sale). Fees (including third-party charges that Client is responsible for) are deducted from cash (including any money market funds) in the client's account and can be verified by the client on his or her custodial account statement. If no cash is available, Client shall remit the fees to Advisors. If services are discontinued during a month, a prorated portion of that month’s fees will be paid to Advisors.

Performance-Based Fee

Upon the sale of all of the Assets for cash, Advisors will receive a percentage of realized investment profits (calculated as gross gains net of management fee amounts, expenses that Client is responsible for under this Agreement and any other reasonable expenses incurred by Client related to this investment) based on absolute returns according to following schedule:

• less than 10% absolute return – 0% of gain

• 10% or higher – 20% of the gain that is 10% or higher

Client understands the performance-based fee may create an incentive for Advisors to recommend investments, which may be riskier or more speculative than those which would be recommended under a different fee arrangement.

PERFORMANCE-BASED FEES WILL ONLY BE CHARGED IN ACCORDANCE WITH THE PROVISIONS OF REG. 205-3 OF THE INVESTMENT ADVISERS ACT OF 1940 AND/OR APPLICABLE STATE REGULATIONS. THE FEES WILL NOT BE OFFERED TO ANY CLIENT RESIDING IN A STATE IN WHICH SUCH FEES ARE PROHIBITED.

EX-99.2 3 ex992to13da509050002_010213.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da509050002_0102113.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of RCM Technologies Inc., a Nevada corporation (the “Company”);

WHEREAS, IRS Partners No. 19, L.P., a Delaware limited partnership (“IRS 19”), together with the Leonetti/O’Connell Family Foundation, a Delaware non-profit corporation (the “Foundation”), M2O, Inc., a Delaware corporation (“M2O”), the Michael F. O’Connell and Margo L. O’Connell Revocable Trust (the “Trust”), Michael O’Connell (“Mr. O’Connell”), the Chief Executive Officer and a Director of M2O, a Trustee of the Trust and the Secretary, Chief Financial Officer and a Director of the Foundation, Legion Partners Asset Management LLC, a Delaware limited liability company (“Legion Partners”), Christopher S. Kiper, a partner of Legion Partners (“Mr. Kiper”), Bradley Vizi, a partner of Legion Partners, and Roger Ballou, wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) and to approve certain business proposals submitted by IRS 19 for consideration at the 2013 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2013 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 2nd day of January 2013 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. Legion Partners or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.

2. So long as this solicitation agreement (this “Agreement”) is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; and (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Nominating Stockholder to the Board and to approve the business proposals submitted by IRS 19 at the 2013 Annual Meeting, (ii) taking such other actions as the parties deem advisable; and (iii) taking all other action necessary or advisable to achieve the foregoing.

4. IRS 19 shall have the right to pre-approve all expenses incurred in connection with the Group’s activities set forth in Section 1 and agrees to pay directly all such pre-approved expenses.

5. Each of the undersigned shall have the opportunity to review and provide comments to any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 1. Legion Partners shall have the sole authority to approve the issuance, mailing or filing of any SEC filing, press release or stockholder communication proposed to be issued by the Group.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Absent any other agreement between the parties, nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or the parties’ investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of California.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for the Group, Legion Partners and its affiliates relating to their investment in the Company.

11. This Agreement shall terminate automatically upon the earlier of (i) the election or appointment of any of the persons nominated by IRS 19 to the Board at the 2013 Annual Meeting or (ii) the conclusion of the 2013 Annual Meeting. Upon termination of this Agreement, the parties hereto shall have no further obligations hereunder.

12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature page on next page]

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2013

IRS PARTNERS NO. 19, L.P.

By:	M2O, Inc., its General Partner

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Chief Executive Officer

THE LEONETTI/O’CONNELL FAMILY FOUNDATION

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Secretary, Chief Financial Officer and Director

M2O, INC.

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Chief Executive Officer

THE MICHAEL F. O’CONNELL AND MARGO L. O’CONNELL REVOCABLE TRUST

By:	/s/ Michael O’Connell
	Name:	Michael O’Connell
	Title:	Trustee

	/s/ Michael O’Connell
	Michael O’Connell

Legion Partners Asset Management, LLC

By:	/s/ Bradley Vizi
	Name:	Bradley Vizi
	Title:	Partner

	/s/ Christopher Kiper
	Christopher Kiper

	/s/ Bradley Vizi
	Bradley Vizi

	/s/ Roger Ballou
	Roger Ballou