EX-99.(A)(4) 6 a2119563zex-99_a4.htm EXHIBIT 99(A)(4)
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Exhibit 99(a)(4)


RCM TECHNOLOGIES, INC.

OFFER TO EXCHANGE OPTIONS

NOTICE TO WITHDRAW FROM THE OFFER

        Instructions:    This Notice to Withdraw From the Offer relates to the stock option exchange offer (the "Offer") described in the RCM Technologies, Inc. ("RCM") Offer to Exchange, dated September 30, 2003 (the "Offer to Exchange"). To withdraw from the Offer, you must properly complete, sign and submit to us this Notice to Withdraw from the Offer no later than 5:00 p.m., Eastern time, on November 13, 2003, the expiration time of the Offer, in accordance with the Offer Documents (defined below) and Instructions attached to this Notice to Withdraw from the Offer.

        Before completing, signing and dating this Notice to Withdraw from the Offer, please read the Instructions attached to this Notice to Withdraw from the Offer and make sure that you have received, read and understand:

    (a)
    The Offer to Exchange;

    (b)
    The letter from Leon Kopyt dated September 30, 2003;

    (c)
    The Election Form; and

    (d)
    This Notice to Withdraw from the Offer (together, as they may be amended from time to time, constituting the "Offer Documents").

        Decision to Withdraw from the Offer:    By signing below, I acknowledge that I have received the Offer Documents, that I have previously signed and returned my Election Form, in which I elected to participate in the Offer, and that I have decided to reject participation in the Offer. I understand that:

    (a)
    I am withdrawing my acceptance of the Offer;

    (b)
    I will not receive the stock award issuable to, or cash consideration payable to, me pursuant to the Offer and I will keep the old option grants that I previously tendered, which will continue to be governed by the stock option plan under which they were granted and by the existing stock option agreements between RCM and me; and

    (c)
    I may change this decision to withdraw from the Offer, and once again elect to participate in the Offer, by submitting to RCM a properly completed and executed original Election Form (or a facsimile of it), on or before 5:00 p.m., Eastern time, on November 13, 2003.

        I WITHDRAW MY TENDER AND REJECT THE OFFER TO EXCHANGE ANY OLD OPTION GRANTS FOR THE STOCK GRANT AND CASH CONSIDERATION.


    

Optionee Signature

 

 

    

Optionee Name (Please Print)

 

    

Date


INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

        1.    Submission of Notice to Withdraw from the Offer.    

        To withdraw from the Offer, you must submit to RCM Technologies, Inc. ("RCM") a properly completed and executed original of this Notice to Withdraw from the Offer (or a facsimile of it), on or before 5:00 p.m., Eastern time, on November 13, 2003, in one of the following ways:

    The preferred method is for you to submit the Notice to Withdraw from the Offer by fax to Gini DiBartolomeo, RCM Technologies, Inc., at the following fax number: (856) 486-2123.

    Alternatively, you may submit the Notice to Withdraw from the Offer by personal delivery (but not by intra-company mail) or registered mail or overnight courier addressed to:

      Gini DiBartolomeo
      RCM Technologies, Inc.
      2500 McClellan Avenue, Suite 350
      Pennsauken, N.J. 08109

    You may confirm receipt of your Notice to Withdraw from the Offer with Gini DiBartolomeo by e-mail at optionexchange@rcmt.com.

        If RCM extends the Offer, this Notice to Withdraw from the Offer must be received by Gini DiBartolomeo by the date and time of the extended expiration of the Offer.

        The method by which you submit the Notice to Withdraw from the Offer is at your discretion and risk, and the submission will be deemed made only when actually received by RCM. In all cases, you should allow sufficient time to ensure timely submission. We intend to confirm the receipt of your Notice to Withdraw from the Offer within 24 hours; if you have not received such a confirmation of receipt, it is your responsibility to ensure that your Notice to Withdraw from the Offer has been received by us.

        By submitting a Notice to Withdraw from the Offer, you have withdrawn all of your tendered options from the Offer. You may change your mind, however, and re-elect to participate in the Offer up until the expiration time in accordance with the terms and conditions of the Offer to Exchange.

        If you wish to change your election with respect only to particular eligible option grants, you should complete and submit a new Election Form instead of this Notice to Withdraw from the Offer form. As explained in the Offer to Exchange and your Election Form, you may select individual eligible option grants to be tendered for exchange. You do not have to tender all your option grants, but for each individual grant you do choose to tender, you must tender the entire unexercised portion. Upon receipt of such a new, properly filled out, signed and dated Election Form, any previously submitted Notice to Withdraw from the Offer will be disregarded and will be considered replaced in full by the new Election Form.

        Although it is our intent to send you a confirmation of receipt of this Notice to Withdraw from the Offer, by signing this Notice to Withdraw from the Offer (or a facsimile of it), you waive any right to receive any confirmation.

        2.    Other Information on This Notice to Withdraw from the Offer.    

        In addition to signing this Notice to Withdraw from the Offer, you must print your name and indicate the date on which you signed.

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        3.    Requests for Assistance or Additional Copies.    

        We ask that you read the Offer Documents in full prior to using the resources listed below. The following resources are available to provide you with information about the Offer:

    Our Offer to Exchange E-Mail Hotline at optionexchange@rcmt.com; and

    Our Offer to Exchange Telephone Hotline at (856) 486-1777, ext. 131.

        The hotlines cannot assist you in making a decision about whether or to what extent to participate in the Offer or provide you with counseling or information beyond that which is included in the Offer Documents.

        You may also request additional copies of the Offer to Exchange or this Notice to Withdraw from the Offer by contacting Gini DiBartolomeo, RCM Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, N.J. 08109; e-mail: optionexchange@rcmt.com or telephone number (856) 486-1777, ext. 131. Copies will be furnished promptly at RCM's expense.

        4.    Additional Documents to Read.    

        Be sure to read all of the Offer Documents, including the Offer to Exchange and the letter from Leon Kopyt dated September 30, 2003, before deciding to withdraw from the Offer.

        5.    Important Tax Information.    

        If you are subject to taxes in the United States, you should refer to Section 20 of the Offer to Exchange, which contains important U.S. federal income tax information. If you are subject to taxes in Canada, you should refer to Section 21 of the Offer to Exchange which contains important tax information that may apply to you. You should consult with your own tax advisor with respect to the applicable tax consequences that apply to you in connection with your withdrawal of participation in the Offer and the tax consequences applicable to the exercise of the grants, and subsequent disposition of the shares, you do not exchange in the Offer.

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RCM TECHNOLOGIES, INC. OFFER TO EXCHANGE OPTIONS NOTICE TO WITHDRAW FROM THE OFFER
INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER