8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 10, 2010

RCM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

  Nevada (State or Other Jurisdiction of Incorporation)   1-10245 (Commission File Number)   95-1480559 (I.R.S. Employer Identification No.)

2500 McClellan Avenue, Suite 350
Pennsauken, NJ	08109-4613
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (856) 356-4500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Item 2.02. Results of Operations and Financial Condition.

On May 10, 2010, the Registrant issued a press release regarding its financial results for the thirteen ended April 3, 2010.  A copy of the press release is furnished as Exhibit 99 to this report.

The information set forth under this “Item 2.02. Results of Operations and Financial Condition” (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01.              Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit Number
99	Press Release by the Registrant, dated May 10, 2010, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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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 hereunto duly authorized.

RCM TECHNOLOGIES, INC.

By:	/s/ Kevin D. Miller
	Kevin D. Miller
	Chief Financial Officer, Treasurer and Secretary

Dated: May 10, 2010

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99	Press Release by the Registrant, dated May 10, 2010, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

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EX-99

RCM Technologies, Inc.	Tel:  856.356.4500	Corporate Contacts:
2500 McClellan Avenue	Fax: 856.356.4600	Leon Kopyt
Pennsauken, NJ 08109	info@rcmt.com	Chairman, President & CEO
	www.rcmt.com	Kevin D. Miller
		Chief Financial Officer

P R E S S   R E L E A S E

RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS

FOR THE THIRTEEN WEEKS ENDED APRIL 3, 2010

Pennsauken, NJ – May 10, 2010 -- RCM Technologies, Inc. (NASD: RCMT) today announced financial results for the thirteen week period ended April 3, 2010.

The Company announced revenues of $49.1million for the thirteen week period ended April 3, 2010, increased from $46.7million for the thirteen week period ended March 28, 2009 (comparable prior year period).  Net income from continuing operations was $2.4 million for the thirteen week period ended April 3, 2010, or $0.18 per diluted share, compared to $5.6 million, or $0.44 per diluted share, for the comparable prior year period.  Net income for the thirteen week period ended April 3, 2010 was $1.8 million, or $0.14 per diluted share, as compared to net income of $5.6 million, or $0.43 per diluted share, for the comparable prior year period.  The Company recorded legal settlement proceeds of $9.8 million, or $5.8 million net of income tax expense, for the thirteen week period ended March 28, 2009.  The legal settlement resulted in an increase to earnings per diluted share of $0.45.

The Company had operating income from continuing operations for the thirteen week period ended April 3, 2010 of $2.0 million, or $0.16 per diluted share, up from an operating loss from continuing operations of $0.3 million, or $0.02 per diluted share, for the comparable prior year period.

The Company had a net loss from discontinued operations, net of tax benefit of $0.6 million, or $0.04 per diluted share, for the thirteen week period ended April 3, 2010, as compared to a loss from discontinued operations, net of tax benefit of $0.1 million, or $0.01 per diluted share, for the comparable prior year period.  In March 2010 the Company closed its Oracle business unit located in southern California.  The closed business unit sold Oracle software applications and provided implementation, hosting and maintenance services for the suite of Oracle and related software applications.

During the thirteen week period ended April 3, 2010, the Company recognized a tax benefit of $1.1 million due to an anticipated 2010 tax deduction for goodwill and intangible assets associated with the closed subsidiary.  The Company recognized an impairment of the goodwill and intangible assets associated with this subsidiary in its 2008 Consolidated Financial Statements.   

Leon Kopyt, Chairman and CEO of RCM, commented:  “Led by strength in the Engineering business segment, the 2010 first quarter financial results were highlighted by a $2.3 million increase in operating income from continuing operations over the same period a year ago.  Revenues for the Engineering group rose impressively in the first quarter as compared to the comparable period last year.

The Information Technology and Commercial segments remained steady in the first quarter as markets appear to have stabilized across most of our sectors.  We continue to view these signs of potential recovery with cautious optimism and believe that a forecasted increase in capital and operational spending should eventually accelerate demand for our services.”

About RCM

RCM Technologies, Inc. is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced information technology and engineering services.  RCM is an innovative leader in the design, development and delivery of these solutions to commercial and government sectors for more than 35 years. RCM’s offices are located in major metropolitan centers throughout North America.  Additional information can be found at www.rcmt.com.

The Statements contained in this release that are not purely historical are forward-looking statements within the Private Securities Litigation Reform Act of 1995 and are subject to various risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements.  Forward looking statements include, but are not limited to, those relating to demand for the Company’s services, expected demand for our services and expectations regarding our revenues, the Company's ability to continue to utilize goodwill, to continue to increase gross margins, to achieve and manage growth, to develop and market new applications and services, risks relating to the acquisition and integration of acquired businesses, th e ability of the Company to consummate acquisitions as to which it executes non-binding letters of intent, demand for new services and applications, timing of demand for services, industry strength and competition and general economic factors.  Investors are directed to consider such risks, uncertainties and other factors described in documents filed by the Company with the Securities and Exchange Commission.

Tables to Follow

RCM Technologies, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

 (In Thousands, Except Per Share Amounts)

		Thirteen Week Periods Ended
		April 3, 2010		March 28, 2009
Revenues		$49,056		$46,657
Gross profit		12,692		10,568
Selling, general and administrative		10,305		10,516
Depreciation and amortization		350		360
Operating income (loss) from continuing operations		2,037		(308	)
Other (expense) income principally from legal settlement, net		(45	)	9,720
Income from continuing operations before income taxes		1,992		9,412
Income tax benefit (expense) from continuing operations		412		(3,775	)
Net income from continuing operations		2,404		5,637
Loss from discontinued operations, net of tax benefit		(632	)	(84	)
Net income		$1,772		$5,553
Basic and diluted net earnings per share data:
	Net income from continuing operations	$0.18		$0.44
	Loss from discontinued operations, net of tax benefit	($0.04	)	($0.01	)
	Net income	$0.14		$0.43

RCM Technologies, Inc.

Summary Consolidated Balance Sheet Data

 (In Thousands)

	April 3, 2010 (Unaudited)	January 2, 2010 (Audited)
Cash and equivalents	$12,252	$10,942
Accounts receivable, net	$50,159	$45,958
Total current assets	$66,905	$60,915
Goodwill and intangible assets	$8,689	$8,724
Total assets	$83,764	$78,209
Total current liabilities	$17,596	$14,013
Total liabilities	$18,489	$14,906
Stockholders’ equity	$65,275	$63,303

RCM Technologies, Inc.

Cash Provided by Operating Activities

 (Unaudited)

(In Thousands)

		Thirteen Week Periods Ended
		April 3, 2010		March 28, 2009
Net income		$1,722		$5,553
Adjustments to reconcile net income to cash   provided by operating activities:
	Depreciation and amortization	377		381
	Loss on disposal of fixed assets	269		-
	Stock based compensation	65		93
	Provision for losses on (recovery from)    accounts receivable	134		228
	Deferred income tax expense	-		2,292
Changes in operating assets and liabilities
	Accounts receivable	(3,952	)	4,308
	Prepaid expenses and other current assets	(1,063	)	482
	Accounts payable and accrued expenses	1,330		(1,001	)
	Accrued payroll and related costs	2,106		(2,779	)
	Income taxes payable	190		(204)
Total adjustments		(544	)	3,800
Cash provided by operating activities		$1,228		$9,353

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