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RCM Technologies Inc – ‘DEF 14A’ for 10/31/95

As of: Monday, 1/29/96 · For: 10/31/95 · Accession #: 700841-96-7 · File #: 1-10245

Previous ‘DEF 14A’: None · Next: ‘DEF 14A’ on 2/25/97 for 10/31/96 · Latest: ‘DEF 14A’ on 11/9/23 for 12/14/23 · 13 References:

  As Of                Filer                Filing    For·On·As Docs:Size

 1/29/96  RCM Technologies Inc              DEF 14A    10/31/95    4:58K

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Notice of Annual Meeting                              21     91K 
 4: EX-19       Form of Proxy Related to Annual Meeting                2±    10K 
 3: EX-99       Cert.Of Amend. of Art. of Incorp.                      1      5K 
 2: EX-99       Cert.Of Amend.Of Art. of Incorp.                       1      5K

DEF 14A — Notice of Annual Meeting
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Effective Date Possible Anti-Takeover Effects of Certain Proposals
1	1st Page - Filing Submission
16	Effective Date
19	Possible Anti-Takeover Effects of Certain Proposals

DEF 14A 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
 Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate  box:                                                     
[ ] Preliminary  Proxy  Statement                                               
[X] Definitive  Proxy Statement                                                 
[ ] Definitive  Additional  Materials                                           
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12         

RCM TECHNOLOGIES, INC.
----------------------
(Name of Registrant as Specified in its Charter)

RCM TECHNOLOGIES, INC.
----------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):                              
[x]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).   
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule 14a-  
6(i)(3).                                                              
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   
1)  Title of each class of securities to which transaction applies:   
 ...................................................................
2)  Aggregate number of securities to which transaction applies:      
  ..................................................................
3) Per unit price or other underlying value of transaction            
computed pursuant to Exchange Act Rule    0-11:           
..................................................................
4)  Proposed maximum aggregate value of transaction:                  
 .................................................................
Set forth the amount on which the filing fee is calculated and state how it was 
determined.                                                                     
[ ]      Check box if any part of the fee is offset as provided by Exchange Act 
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         was paid  previously.  Identify  the  previous  filing by  registration
       statement number, or the Form or Schedule and the date of its filing.
1)  Amount previously Paid:                                   
 .................................................................
2)  Form, Schedule or Registration Statement No.              
 .................................................................
3)  Filing Party:                                             
 .................................................................
4)  Date Filed:                                               
 .................................................................

(added by Exch Act Rel No. 31905, eff 4/26/93.)                                 

DEF 14A 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
RCM TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 1996

TO OUR STOCKHOLDERS:                                                            

                  The Annual  Meeting of  Stockholders  (the  "Meeting")  of RCM
TECHNOLOGIES,  INC. (the  "Company")  will be held on Friday,  March 29, 1996 at
6:00 P.M.  (prevailing  time), at the Philadelphia  Marriott Hotel,  1201 Market
Street, Philadelphia, Pennsylvania, for the following purposes:                 

1. To elect five (5)  directors to serve until the  expiration      
of their respective terms and until their respective successors shall be elected
and qualified.                                                                  

2. To consider  and vote upon a proposal to amend the Articles      
of  Incorporation  to  effect  a  reverse  split  of the  Company's  issued  and
outstanding Common Stock on the basis that each five (5) shares then outstanding
will be converted into one share (the "Reverse Split").                         

3. To consider  and vote upon an  amendment  to the  Company's      
Articles of  Incorporation  authorizing  the Board of  Directors  to issue up to
5,000,000 shares of Preferred Stock having such rights, privileges, designations
and preferences as may be determined by the Board of Directors.                 

4. To consider  and vote upon an  amendment  to the  Company's      
Articles  of  Incorporation  described  under the  caption  "PROPOSAL  4.  OTHER
ARTICLES AMENDMENTS" beginning on page 18 of the attached Proxy statement.      

          5. To ratify the  appointment  of Grant  Thornton  LLP as  independent
auditors for the Company for the fiscal year ending October 31, 1996;           

6.  To transact such other business as may properly come before the 
Meeting or any postponement or adjournment thereof.                             

         The Board of Directors  has fixed  January 31, 1996, as the record date
for the  determination  of  stockholders  entitled to vote at the Meeting.  Only
stockholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Meeting.                                         

                  YOU ARE  CORDIALLY  INVITED TO ATTEND  THE  MEETING IN PERSON.
WHETHER  OR NOT YOU EXPECT TO ATTEND  THE  MEETING  IN PERSON,  YOU ARE URGED TO
SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY TO ENSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING.  STOCKHOLDERS  WHO ATTEND THE MEETING MAY VOTE THEIR
SHARES PERSON ALLY, EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.                

                         By  order  of the  Board of Directors
         Leon Kopyt, President

February 6, 1996                                                                

DEF 14A 3rd Page of 21 TOC 1st Previous Next ↓Bottom Just 3rd
                                                          PRELIMINARY COPIES

RCM TECHNOLOGIES, INC.

 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MARCH 29, 1996

         This Statement is furnished to  Stockholders  by the Board of Directors
of RCM Technologies,  Inc. (the "Company") whose principal executive offices are
located at 2500 McClellan Avenue,  Suite 350,  Pennsauken,  New Jersey 08109, in
connection with the  solicitation of the  accompanying  proxy to be voted at the
Annual  Meeting of  Stockholders  of the Company (the  "Meeting")  to be held on
March  29,  1996 at 6:00 P.M.  (prevailing  time) at the  Philadelphia  Marriott
Hotel, 1201 Market Street, Philadelphia,  Pennsylvania,  and at any postponement
or adjournment thereof. The approximate date on which this Proxy Statement,  the
Notice of Meeting and accompanying proxy are first being sent to stockholders is
February 6, 1996.                                                               

         Sending in a signed  proxy will not affect the  stockholder's  right to
attend  the  Meeting  and vote in  person  since  the  proxy is  revocable.  Any
stockholder  giving a proxy has the power to revoke it by, among other  methods,
giving  written  notice to Leon Kopyt,  President  of the  Company,  at any time
before the proxy is exercised.                                                  

         The expense of the proxy solicitation will be borne by the Company.  In
addition  to  solicitation  by mail,  proxies may be  solicited  in person or by
telephone,  telegraph  or teletype by  directors,  officers or  employees of the
Company  and its  subsidiaries  who  will  receive  no  additional  compensation
therefor.  The Company is required to pay the  reasonable  expenses  incurred by
record holders of the Company's Common Stock who are brokers,  dealers, banks or
voting  trustees,  or their  nominees,  for mailing  proxy  material  and annual
shareholder reports to any beneficial owners of Common Stock of the Company they
hold of record, upon request of such record holders.                            

         A form of proxy is enclosed.  If properly executed and received in time
for voting,  and not revoked,  the enclosed  proxy will be voted as indicated in
accordance with the instructions  thereon.  If no directions to the contrary are
indicated,  the persons named in the enclosed  proxy will vote all shares of the
Company's Common Stock, FOR each of the matters specified and in accordance with
the  judgment of the persons  voting the proxies on any matter that may properly
be brought before the Meeting.                                                  

     Election  of  Directors  and  approval  of  Proposals  2, 3,  and 4 will be
determined by the affirmative vote of the holders of a majority of the Company's
outstanding  common  stock  present  in  person  or by  proxy  at  the  meeting.
Ratification  of the  appointment  of the  independent  auditors shall be by the
affirmative  vote of a majority  of those  shares  voted at the  meeting.  Under
Nevada law abstaining votes are deemed to be present for purposes of determining
whether a quorum is present at a meeting. On any matter voted upon an abstention
will have the same effect as a negative vote.                                   

DEF 14A 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th
         The enclosed proxy confers discretionary authority to vote with respect
to any and all of the  following  matters that may come before the Meeting:  (i)
matters  which the Company  does not know,  a  reasonable  time before the proxy
solicitation,  are to be  presented  at the  Meeting;  (ii) the  election of any
person to any  office  for which a bona fide  nominee  is unable to serve or for
good cause will not serve; (iii) matters incident to the conduct of the Meeting.
In connection  with such matters,  the persons named in the enclosed  proxy will
vote in accordance with their best judgment.                                    

 VOTING SECURITIES AND PRINCIPAL HOLDERS

         The Board of  Directors  has fixed the close of business on January 31,
1996  as  the  record  date  (the  "Record  Date")  for  the   determination  of
stockholders  entitled to notice of and to vote at the Meeting. Each stockholder
of record as of the Record  Date will be  entitled to one vote for each share of
Common Stock,  par value $0.05 per share,  of the Company (the "Common  Shares")
outstanding  and held of record by him on that date.  At the Record Date,  there
were outstanding  15,961,118 Common Shares (excluding  treasury shares),  all of
which were  entitled to vote at the  Meeting.  The  presence at the Meeting of a
majority of the total number of outstanding Common Shares constitutes a quorum. 

     The following table sets forth  information  with respect to the securities
holdings  of all  persons  which the  Company,  by virtue  of  filings  with the
Securities  and  Exchange  Commission,  has reason to believe  may be deemed the
benefical owners of more than 5% of the Company's outstanding common stock as of
the Record Date.                                                                
      Amount
Name and Address of Benefical          of Benefical          Percentage         
   Owner                         Ownership            of Class (1)
   -----                         ---------            ------------
Peter M. Kuhlmann (2)                   1,679,666            9.5                
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

--------------------------------------------------------------------------------

(1)  Calculated  in  accordance  with  the  Rules  and  Regulations  of the     
     Securities  and  Exchange  Commission.  Pursuant to such  rules,  benefical
     ownership  includes  those  shares  which a person has the right to acquire
within 60 days.                                                       

(2)  Includes  13,000 shares of the  Company's  Common Stock owned of record    
     and  benefically and 1,666,666  shares of the Company's  Common Stock which
     Mr.  Kuhlmann  has the  right to  acquire  pursuant  to an  agreement  (the
     "Agreement")  with the Company,  dated  January 12,  1996.  Pursuant to the
     Agreement,  the  number  of  shares  which  may be  acquired  is  equal  to
     $1,000,000  divided by the purchase  price per share as  determined  by the
     Agreement.  The  number of shares  included  in the table is based upon the
maximum number of shares which may be issued pursuant to the Agreement

PROPOSAL 1
 ELECTION OF DIRECTORS

         At the Meeting,  five  directors are to be elected to hold office until
the expiration of their  respective  terms and until their  successors have been
elected and qualified.  Directors will be elected by a plurality of the votes of
the holders of shares of Common Stock voting in person or  represented  by proxy
at the Meeting.                                                                 

         The By-Laws of the Company  were  amended by the Board of  Directors on
January  25,  1995 to provide for three  classes of  directors  whose terms will
expire in consecutive  years. The Board determined that  establishing  staggered
terms was an effective way to provide stability and continuity in the governance
of the Company.  Each  nominee as a Class A director  will be elected to serve a
term  expiring  at the Annual  Meeting in 1997 or until his  successor  has been
elected and  qualified.  Each  nominee as a Class B director  will be elected to
serve a term  expiring at the Annual  Meeting in 1998 or until his successor has
been elected and  qualified.  Each nominee as a Class C director will be elected
to serve a term  expiring at the Annual  Meeting in 1999 or until his  successor
has been elected and  qualified.  The current terms of all  incumbent  directors
will end at the Meeting.                                                        

DEF 14A 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th
         It is the intention of the persons named in the  accompanying  proxy to
vote each proxy  executed and returned by a stockholder  for the election of the
five nominees as directors of the Company, unless authority to do so is withheld
on such proxy. All of the nominees are now directors of the Company. Should any 
candidate for director become  unavailable for any reason,  such proxies will be
voted for the  alternate  candidate,  if any,  chosen by the Board of Directors.
Each nominee has  consented to serve if elected and the Company has no reason to
believe that any of the nominees will be unable to serve.                       

 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

              Director            Age as of             Term
Class A Directors       since             January 5, 1996        Expires        
-----------------      ---------        -----------------        -------        

Norman S. Berson         1987                   69                  1997        

         Mr.  Berson has been a  shareholder  in the law firm of Fineman & Bach,
P.C.,  and its  predecessors,  of  Philadelphia,  Pennsylvania,  since 1981. The
Company has  retained  Fineman & Bach,  P.C. to  represent  it on various  legal
matters.  From  1967  to  1982,  Mr.  Berson  was  a  member  of  the  House  of
Representatives  of the  Commonwealth  of  Pennsylvania.  Mr.  Berson has been a
director of the Company since August, 1987.                                     

              Director            Age as of             Term
Class B Directors       since             January 5, 1996        Expires        
-----------------      ---------        -----------------        -------        

Robert B. Kerr           1994                   53                  1998        

Woodrow B. Moats, Jr.    1994                   63                  1998        

         Mr. Kerr is a founder and partner of Everingham & Kerr,  Inc., a merger
and acquisition  consulting firm located in Haddon  Heights,  New Jersey,  which
provides  professional  intermediary  services and other consulting  services to
small and middle market manufacturing, distribution and service businesses. From
1974 to 1987 Mr. Kerr was Vice President,  Sales, for Shieldalloy Corporation, a
specialty metals producer. Mr. Kerr received a B.S. Mechanical Engineering and a
B.A. Arts and Sciences from Pennsylvania  State University in 1965 and an M.B.A.
in Management from Wayne State  University in 1970. Mr. Kerr has been a Director
since February, 1994.                                                           

         Mr.   Moats  is  President  of  W.B.   Moats  &   Associates,   Berwyn,
Pennsylvania,  a marketing communications  organization specializing in business
to  business  marketing.  From  1975 to  1980 he was  Senior  Vice  President  -
Corporate  Marketing  and  Public  Relations  of  National  Railway  Utilization
Corporation.  Mr. Moats is a graduate of the  University of Miami,  Florida as a
marketing major specializing in advertising. Mr. Moats has been a Director since
February, 1994.                                                                 

               Director            Age as of            Term
Class C Directors        since             January 5, 1996       Expires        
-----------------       ---------     ------------------         -------        

Leon Kopyt                1991                49                    1999        

Stanton Remer             1992                44                    1999        

DEF 14A 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th
     Mr. Kopyt was elected President on January 23, 1992 and from May 1, 1990 to
that date served as Chief Operating Officer of the Company.  His prior positions
with the Company were that of Chief Financial Officer and Treasurer. Mr. Kopyt's
prior  experience  includes  serving  as a  Board  Member  of  MTS  Corporation,
Philadelphia,  and Socimi  International,  Milan,  Italy, sister companies which
manufacture  transportation and defense products.  Mr. Kopyt holds a B.S. degree
in Electrical Engineering and has attended MBA course work at Wharton. Mr. Kopyt
has been a Director since 1991.                                                 

     Mr.  Remer was elected  Chief  Financial  Officer and  Treasurer on May 19,
1994.  Mr. Remer is a Certified  Public  Accountant  with an MBA in Finance from
Temple University and a B.S. in Textile Science from the Philadelphia College of
Textiles & Science. Mr. Remer has a diverse accounting and financial background.
Prior   experiences   include  Chief  Financial   Officer  for  Sterling  Supply
Corporation and Managing  Partner of a regional  accounting  firm. Mr. Remer has
been a Director since 1992.                                                     

 BOARD OF DIRECTORS AND COMMITTEES

         During the fiscal  year ended  October  31,  1995,  there were four (4)
meetings of the Board of Directors.  The Board of Directors has designated  from
among its members an Executive  Committee,  which  consists of Mr. Kopyt and Mr.
Remer; a Compensation  Committee,  which currently consists of Messrs. Moats and
Kerr;  and an Audit  Committee,  which  currently  consists of Messrs.  Kerr and
Berson.  The  Executive  Committee,  which  has the  authority  of the  Board of
Directors to manage the business of the Company  between formal  meetings of the
full  Board,  did not meet during the fiscal year ended  October 31,  1995.  The
Compensation  Committee,  which reviews and recommends salaries for officers and
administers the Company's  Incentive  Stock Option Plans,  held two (2) meetings
during the  fiscal  year.  The Audit  Committee,  which  reviews  the  Company's
financial and accounting practices and controls, held one (1) meeting during the
fiscal year.                                                                    

         In fiscal year 1995,  each director  attended at least 75% of the total
number of Board meetings and meetings of committees of which he was a member.   

         Directors  who are in the  employ of the  Company  do not  receive  any
directors'  fees.  Directors  who are  non-salaried  receive  $750.00  for  each
director's meeting they attend and $300.00 for each special committee meeting or
special assignment. Special assignments are duties performed by Board members in
addition to regularly  assigned  tasks as Board  members.  Mr. Berson waived all
fees  related to his  service on the Board.  Fineman & Bach,  P.C.  of which Mr.
Berson is a shareholder, rendered legal services to the Company during 1995.    

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

         The  following  table sets  forth as of the  Record  Date the number of
shares of the  Company's  Common  Stock  owned by each  director  or nominee for
director of the  Company,  and all  directors  and  officers of the Company as a
group. Unless otherwise  indicated,  each person set forth below has sole voting
and investment power on the shares reported.  In addition, a person is deemed to
have  beneficial  ownership  of the  shares  that such  person  has the right to
acquire within sixty (60) days after the Record Date.                           

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Shares of Common  
                        Stock Beneficially                 Percent
      Name                   Owned at January 5, 1996 (1)       of Class (2)
---------------------          ----------------------             --------      

Leon Kopyt  (3)                   461,600                           2.9%        
Director, President,                                                            
Chief Executive Officer                                                         

Stanton Remer (5)                 165,000                             1%        
Director, Chief Financial                                                       
Officer, Treasurer                                                              

Norman S. Berson (4)               50,000                              *        
Director                                                                        

Robert B. Kerr (6)                 50,000                              *        
Director                                                                        

Woodrow B. Moats, Jr. (6)          50,000                              *        
Director                                                                        

All Directors and Officers        776,600                           4.9%        
as a group  (5 persons)                                                     

*        Represents less than 1% of the Company's outstanding Common Stock.     

(1)      The securities  "beneficially owned" by an individual are determined in
         accordance  with the definition of "beneficial  ownership" set forth in
         the  regulations  of the  Securities  and  Exchange  Act of  1934  and,
         accordingly,  may include securities owned by or for, among others, the
         wife and/or minor children of the individual and any other relative who
         has the same home as such individual, as well as other securities as to
         which  the  individual  has  or  shares  voting  or  investment  power.
         Beneficial ownership may be disclaimed as to certain of the securities.

(2)      314,000  shares of Common Stock held in treasury were deducted from the
         total Common Stock  outstanding  at January 5, 1996 when  computing the
percentage of Common Stock.                                   

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     (3) Includes presently  exercisable options under the 1986 Plan to purchase
10,000  shares at an exercise  price of $3.9688  per share  granted on April 24,
1991,  exercisable  options under the 1986 Plan to purchase  77,000 shares at an
exercise price of $.25 per share granted on April 20, 1993,  exercisable options
under the 1992 Plan to purchase  23,000 shares at an exercise  price of $.25 per
share  granted on April 22,  1993,  exercisable  options  under the 1992 Plan to
purchase  50,000 at an  exercise  price of  $.6875  granted  on April 15,  1994,
exercisable options under the 1992 Plan to purchase 100,000 at an exercise price
of $.53125 granted on July 15, 1994, not presently exercisable options under the
1992 Plan to purchase  201,500  shares at an exercise price of $.53125 per share
granted on July 15, 1995. Does not include shares of the Company's  Common Stock
which may be acquired by Mr. Kuhlmann pursuant to an agreement dated January 12,
1996, as to which Mr. Kopyt has voting rights.                                  

     (4) Includes options under the 1994 Nonemployee  Director Stock Option Plan
to purchase  50,000 shares  (25,000 shares are not  exercisable)  at an exercise
price of $.6875 per share granted on May 19, 1994.                              

     (5) Includes  exercisable  options  under the 1992 Plan to purchase  50,000
shares at an exercise  price of $.53125  granted on July 15, 1994,  and includes
options under the 1994 Nonemployee Director Stock Option Plan to purchase 50,000
shares  (25,000 are not  exercisable)  at an exercise  price of $.6875 per share
granted on May 19, 1994 and includes not presently exercisable options under the
1992 Plan to purchase  50,000 shares at an exercise price of $.53125  granted on
July 15, 1995.                                                                  

     (6) Includes options under the 1994 Nonemployee  Director Stock Option Plan
to purchase  50,000 shares  (40,000 shares are not  exercisable)  at an exercise
price of $.6875 per share granted on May 19, 1994.                              

Cataract Voting Agreement                                                       

         Effective  August 31, 1995 the Company  completed  the  acquisition  of
Cataract,  Inc., a Pennsylvania  corporation  ("Cataract")  pursuant to a Merger
Agreement dated July 31, 1995 (the "Merger Agreement").                         

         Pursuant  to  the  terms  of  the  Merger   Agreement,   the   Cataract
shareholders  pledged,  pursuant to a certain  Pledge  Agreement,  the Company's
stock they received as part of the merger consideration, approximately 1,561,553
shares,  in  order  to  guarantee  certain  performance   criteria  of  Cataract
established in the Merger  Agreement.  The Pledge Agreement  expires on November
30, 1998, during which time the Company,  as pledgee,  has the right to exercise
all voting rights with respect to the pledged stock.                            

         The Company  intends to vote the pledged  stock in favor of Proposals 1
to 5 inclusive.                                                                 

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Compliance with Section 16(a) of the Exchange Act                               

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  executive officers and directors to file initial reports of ownership
and  reports  of changes  of  ownership  of the  Company's  securities  with the
Securities  and  Exchange  Commission.  Executive  officers  and  directors  are
required to furnish the Company with copies of all Section 16(a) forms that they
file. Based upon a review of those filings and written  representations from the
Company's directors and executive officers, the Company believes that all filing
requirements were satisfied by such persons during the fiscal year ended October
31, 1995.                                                                       

EXECUTIVE COMPENSATION

         The  following  table  sets  forth the  compensation  of the  Company's
principal  executive  officers for the fiscal year ended  October 31, 1995.  The
Company was not a party to any plans or arrangements  providing cash or non-cash
forms of compensation to its principal executive officers,  other than as listed
below.                                                                          

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                                                        [Enlarge/Download Table]


                           SUMMARY COMPENSATION TABLE                                          
                                                                      Long-Term                
                                       Annual Compensation           Compensation              

                                                                       Securities              
Name and                                                               Underlying              
Principal            Fiscal                                            Options       All Other 
Position              Year              Salary           Bonus         SARs (#)    Compensation
Compensation                                                                                   

                                                                                               
Leon Kopyt,                                                                                    
President, CEO                                                                                 
(Principal            1995            $249,161          $26,300        201,500     $11,062 (1) 
Executive             1994            $209,955          $40,000        150,000      $9,262 (1) 
Officer)              1993            $172,536          $17,582        100,000      $7,336 (1) 

Stanton Remer                                                                                  
Chief Financial                                                                                
Officer,                                                                                       
Treasurer                                                                                      
(Principal            1995             $83,078                          50,000     $2,345  (1) 
Accounting            1994             $36,347                          50,000     $2,334  (1) 
Officer) (2)                                                                                   
<FN>                                                                                           

    (1)  Represents premiums paid for life and disability insurance.                           
    (2)  Employment commenced May 28, 1994                                                     
</FN>                                                                                          
                                                        [Enlarge/Download Table]


                        OPTION GRANTS IN LAST FISCAL YEAR                                                    

                                                                                  Potential Realizable Value 
                                                                                  of Assumed Annual Rates    
                                                                                  of Stock Price Appreciation
                                    Individual Grants                             for Option Term (2)        
                                    -----------------                             -------------------        
               Number of                                                                                     
               Securities                                                                                    
               Number of            % of Total                                                               
               Underlying           Options/SARs                                                             
               Options/             Granted to         Exercise                                              
               SARs                 Employees in       or Base        Expiration                             
  Name         Granted(1)           Fiscal Year        Price ($/Sh)   Date            5%             10%     
  ----         ------------         ------------       ------------   ----           ----           ----     

                                                                                                             
Leon Kopyt      201,500               80.1%            $.53125           7/15/05     $67,321      $170,605   

Stanton Remer    50,000               19.9%            $.53125           7/15/05     $16,705       $42,334   
<FN>                                                                                                         

    (1)        Options  are  exercisable  one year  from the date of the  grant.                             
               Shares  received  upon  exercise of option may not be sold for at                             
               least one year from the date of exercise.                                                     
</FN>                                                                                                        

DEF 14A 11th Page of 21 TOC 1st Previous Next ↓Bottom Just 11th
OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES

                  Number of Securities                  Value of Unexercised
                  Underlying Exercised                  In-the-Money Options
          Options/SARs                          Options/SARs
           at FY-End (#) Shares                  at FY-End ($)
           --------------------                  -------------

Shares                                      
               Acquired on       Value       Exercisable/     Exercisable/
Name            Exercise (#)     Realized    Unexercisable    Unexercisable 
----            ------------     --------    -------------    ------------- 

Leon Kopyt             0             0             260,000/         $31,250/    
                                              201,500          $31,485

Stanton Remer          0             0              75,000/         $ 7,813/    
                                               75,000          $ 7,813

    (1)    Based on the NASDAQ  closing  asked  price of the  Company's Common
Stock on October 31, 1995 of $.65625.                   

Details of number of shares and value of unexercised "in the money options":    

Price       Price     
Name       # Shares     Option Price   10/31/95    Per Share  Total Value   
----       --------      ----------   -----------   ---------- -----------  

Leon Kopyt    461,500    $.25-$3.97      $.6875      $.156-$.438     $62,735    

Stanton Remer 150,000    $.531-$.688     $.6875      $.156           $15,626    

Employment Agreement                                                            

        Pursuant to an Employment  Agreement  dated April 15, 1994,  the Company
has agreed to employ Mr. Kopyt as President  and Chief  Executive  Officer for a
period of two years with a base annual salary of $235,000 and $260,000 per annum
respectively  and an annual  auto  expense  allowance  of $14,400 for the twelve
months  ended  April  30,  1995  and  1996,  respectively.  In  addition  to the
compensation  provided for under the Agreement,  Mr. Kopyt is to receive a bonus
based on the consolidated operating profits before taxes for fiscal years ending
October 31, 1994 and 1995 as follows: 1) up to $750,000 - 3% bonus, 2) in excess
of $750,000 - 2% bonus. The bonus earned for fiscal 1994 amounted to $40,500 and
for fiscal 1995 amounted to $26,300.                                            

DEF 14A 12th Page of 21 TOC 1st Previous Next ↓Bottom Just 12th
Termination Benefits Agreement                                                  

        The Company has a  termination  benefits  agreement  with the  President
which grants the right to receive up to 2.99 times the average  aggregate annual
compensation as reported for federal income tax purposes for the past five years
plus continuation of certain  benefits,  and provides for the surrender of stock
options in exchange for the payment by the Company of the difference between the
option  price and the share price on the date of change of control (as  defined)
within a period of five years  thereafter or termination (as defined)  whichever
is higher. The maximum  contingent  liability as of December 31, 1995 for salary
and incentive compensation is approximately $684,500.                           

Compensation Pursuant to Plans                                                  

RCM Technologies, Inc. 401K Retirement Plan                                     

        As of October  31,  1995 the  Company  maintains  two 401K  plans  which
consist of a plan for the eligible employees of Intertec Design, Inc. and a plan
for the eligible employees of Cataract,  Inc., both wholly owned subsidiaries of
the  Company.  Both  plans  are  substantially  identical.  The  401K  Plan is a
profit-sharing  plan,  including  a cash or  deferred  arrangement  pursuant  to
Section  401(k) of the Internal  Revenue Code of 1986, as amended,  sponsored by
the Company for purposes of providing eligible employees an opportunity to defer
compensation  and have such deferred  amounts  contributed to the 401K Plan on a
pre-tax  basis,  subject  to  certain  limitations.  The  Company  may,  in  the
discretion  of the  Board  of  Directors,  make  contributions  of cash to match
deferrals of compensation by participants.                                      

        The 401K Plan permits  participants to invest their contributions in one
or more investment options offered by the Plan Administrator.  To be eligible to
defer compensation and to receive contributions of the Company, a person must be
an employee of the Company or one of the  Company's  subsidiaries  and must have
completed  six months as such an employee  and  attained the age of 21. The 401K
Plan  provides  for  administration  of the  401K  Plan  by the  Company  as the
Administrator, acting through its Chief Executive Officer or his delegates.     

     The  Company  made  no  contributions  of cash to the  401K  Plan to  match
deferrals of compensation by participants in the fiscal years ending October 31,
1995, 1994 or 1993. Amounts  contributed to the 401K Plans by executive officers
during the fiscal the fiscal years ended October 31, 1995 and 1993 were $11,035,
$0 and $0, respectively. The amounts  contributed by all employee  participants,
excluding  officers,  during the period  November  1, 1992 to October  31,  1995
totaled $641,298.                                                               

DEF 14A 13th Page of 21 TOC 1st Previous Next ↓Bottom Just 13th
REPORT OF THE COMPENSATION COMMITTEE

        The  Compensation  Committee  annually  reviews the  compensation of the
Company's  executive  officers,  Messrs.  Kopyt  (Chairman,  President and Chief
Executive Officer) and Remer (Chief Financial Officer).                         

        As noted above,  Mr. Kopyt has an employment  agreement  which commenced
April 15, 1994 which  provides for base  compensation,  an auto  allowance and a
bonus calculated as a percentage of the Company's consolidated operating profits
before  taxes.  As of the  date of this  Report,  Mr.  Remer  does  not  have an
employment  agreement,  and his  compensation is set annually by the Board based
upon the Compensation Committee's recommendation.                               

        In  addition  to  compensation  provided  pursuant  to their  employment
agreements,  the executive  officers were granted stock options  pursuant to the
Company's  Incentive  Stock Option Plan.  Grants of options are intended to be a
significant  portion of total executive  compensation  and are intended to align
the executive's interest with those of the Company's  stockholders.  In light of
the  relatively  limited  trading  volume in the  Company's  common  stock,  the
Compensation Committee believes that financial performance is a better indicator
of executive  performance  than the  Company's  share price.  In assessing  such
performance,   the  Compensation   Committee  examines  a  number  of  financial
indicators,  such as net sales,  operating  income,  net income and earnings per
share. However, compensation decision are not based upon any precise formula and
no factor is accorded any greater weight than the other factors.                

        During the fiscal year ended  October  31,  1994,  the Company  achieved
records in each of the four  indicators  of financial  performance.  In light of
these results, the Board, with the Compensation  Committee's approval,  provided
Mr.  Kopyt with an  increase  in the number of options  granted to 201,500  from
150,000 the year before.  In addition,  Mr. Remer's base salary was increased to
$100,000 per year from the prior level of $80,000.                              

By the Compensation Committee                                                   
Robert B. Kerr                                                                  
Woodrow B. Moats, Jr.                                                           

DEF 14A 14th Page of 21 TOC 1st Previous Next ↓Bottom Just 14th
Comparison of Five -Year Cumulative Total Returns                               

        The following  graph compares the  performance  of the Company's  Common
Stock with the  performance  of the Standard & Poor's 500 Composite  Stock Price
Index  ("S&P 500  Index")  and a peer group  index by  measuring  the changes in
common stock prices from October 31, 1990,  plus assumed  reinvested  dividends.
The Securities  and Exchange  Commission's  rules  require,  if a published peer
group does not  exist,  that a company  create a peer group  index with which to
compare its stock  performance  by  selecting a group of  companies  in lines of
business similar to its own. The Company has found no published peer group which
accurately mirrors the Company's business.  Accordingly, the Company has created
a special peer group index that  includes  companies in the  principal  lines of
business in which the Company does business.  The common stocks of the following
companies have been included in the Peer Group Index:  Amserv Healthcare,  Inc.,
General  Employment  Enterprises,   C.H.  Heist  Corp.,  Joule,  Inc.,  National
Technical  Systems,  Inc.,  Right  Management  Consultants,  Winston  Resources,
Brandon Systems Corp.,  GTS Duratek,  Inc.,  Keane,  Inc., On Assignment,  Inc.,
Uniforce Temp Personnel,  Inc. and Care Group,  Inc. The chart assumes that $100
was  invested on October 31, 1990 in the  Company's  Common  Stock,  the S&P 500
Index and the peer group  index,  and that all  dividends  were  reinvested.  In
addition,  the graph weighs the peer group on the basis of its respective market
capitalization, measured at the beginning of each relevant time period.         

[GRAPHIC OMITTED]                                                               

Total Return Analysis                                                           

                                                                [Download Table]

                       10/31/90  10/31/91  10/31/92  10/31/93   10/31/94  10/31/95
                       --------  --------  --------  --------   --------  --------

                                                                                  
RCM Technologies, Inc   $100       $49.12    $7.89    $16.67    $18.42     $19.30 
Peer Group              $100      $133.16  $109.42   $211.64   $285.25    $375.92 
Nasdaq Composite (US)   $100      $169.20  $190.79   $245.84   $247.20    $332.07 


DEF 14A 15th Page of 21 TOC 1st Previous Next ↓Bottom Just 15th
PROPOSAL 2
 PROPOSAL TO AMEND
CERTIFICATE OF INCORPORATION
 TO EFFECT A 1-FOR-5
 REVERSE STOCK SPLIT

Summary of the Proposed Reverse Stock Split                                     

     The Board of Directors has  unanimously  adopted a resolution  recommending
the advisability of, and submits to the shareholders for approval, a proposal to
amend the Company's  Articles of  Incorporation to effect a reverse split of the
Company's  Common  Stock so that,  on the  effective  date of the  Amendment  as
hereafter  defined,  every five (5) outstanding  shares of the Company's  Common
Stock will  automatically  be converted  into one (1) share of Common Stock (the
"Reverse  Split").  The number of shares  issuable upon exercise of  outstanding
warrants  and  stock  options  and the  exercise  price  therefor,  will also be
adjusted to give effect to the Reverse  Split.  Where  fractional  shares result
from the Reverse  Split the  Company  will issue such  additional  fraction of a
share as is necessary to increase the fractional share to a full share.         

     Except  as a  result  of  minor  adjustments  caused  by  the  issuance  of
fractional   shares,  the  Reverse  Split  will  not  affect  any  shareholder's
proportional equity interest in the Company or the relative rights, preferences,
privileges  or priorities  of any  shareholder.  The Reverse Stock also will not
affect the number of shares of Common  Stock  authorized  (which  will remain at
40,000,000) or their par value. Since the reverse Split will decrease the number
of shares outstanding, the Proposal will increase the number of shares which may
be issued by the Company in the future without  shareholder  approval,  although
the Company has no current plans which would require the Company to increase its
authorized Common Stock.                                                        

     The Board  believes  that the  Reverse  Split is  advantageous  for several
reasons:                                                                        

     First,  the Board  believes  that the  current  low per share  price of the
Common Stock and the large number of shares  outstanding  have a negative effect
on the marketability of existing shares and the potential ability of the Company
to raise capital by issuing  shares. On January 26, 1996 the bid and asked price
of the  Common  Stock on NASDAQ were $0.97 and $1.03, respectively.  Many stock 
brokers are reluctant to deal in low price stocks  because of the time consuming
procedures that make the handling of such stocks  unattractive  from an economic
standpoint.  Further,  certain  institutional  investors have internal  policies
preventing the purchase of low-priced stocks.                                   

     Second,  since  a  broker's  commissions  on  low-priced  stocks  generally
represent  a higher  percentage  of the gross stock  price than  commissions  on
higher priced stocks,  the current share price of the Common Stock can result in
individual   shareholders  paying  transaction  costs  (commissions,   mark-ups,
mark-downs) which are at a higher percentage of the total share value than would
be the case if the Common Stock share price were substantially higher.          

     Finally,  the Board is hopeful that the decrease in the number of shares of
Common Stock outstanding as a consequence of the Reverse Split and the resulting
anticipated  increased  price level will encourage  interest in the Common Stock
and possibly  promote greater  liquidity for the Company's  shareholders.  Also,
although any increase in the market price of the Common Stock resulting from the
Reverse  Split may be  proportionately  less than the  decrease in the number of
shares outstanding,  the Reverse Split could result in a higher market price for
the shares that will help  overcome  the  reluctance  of brokers  and  investors
referred to above and help diminish the adverse impact of trading commissions on
the market for the shares.                                                      

DEF 14A 16th Page of 21 TOC 1st Previous Next ↓Bottom Just 16th
     If the trading price of the Company's  Common Stock  increases  above $5.00
the Company be eligible for listing on NASDAQ's  National Market System ("NMS").
An NMS listing offers certain advantages,  including the ability of investors to
purchase the Company's Common Stock on margin and a wider availability of quotes
for the  Company's  Common Stock in  newspapers.  In addition,  the Common Stock
would become an eligible investment for those institutional  investors which are
prohibited  by their  investment  policies  from  investing  in NASDAQ Small Cap
stocks.  Of course,  there can be no assurance that the Company will qualify for
an NMS listing following the Reverse Split.                                     

     The  proposed  amendment  to the  Articles  of  Incorporation  implementing
proposal 2 is attached hereto as Exhibit "A".                                   

     THERE CAN BE NO ASSURANCE, HOWEVER, THAT ANY OF THE FOREGOING WILL OCCUR OR
THAT THE MARKET  PRICE FOR THE  COMPANY'S  COMMON  STOCK  IMMEDIATELY  AFTER THE
EFFECTIVE  DATE OF THE REVERSE  SPLIT WILL BE FIVE TIMES THE MARKET PRICE BEFORE
THE REVERSE  SPLIT OR THAT THE PRICE  FOLLOWING  THE  REVERSE  SPLIT WILL EITHER
EXCEED OR REMAIN IN EXCESS OF THE CURRENT MARKET PRICE.                         

Effective Date                                                                  

     The Amendment  will be effective as of the date and time that the Amendment
is filed with the Secretary of State of the State of Nevada in  accordance  with
the Nevada General  Corporation Law (the  "Effective  Date").  If approved,  the
Company plans to file such Amendment as soon as  practicable.  The Reverse Split
will be effective simultaneously with the Amendment becoming effective.         

Exchange of Stock Certificates                                                  

     As soon as  practicable  after the  effective  date of the  Amendment,  the
Company's transfer agent,  American Stock Transfer,  will mail transmittal forms
to each holder of record of  certificates  formerly  representing  shares of the
Company's Common Stock to be used in forwarding their certificates for surrender
and exchange for certificates representing the number of shares of the Company's
Common Stock such  shareholders  are entitled to receive as a consequence of the
Reverse  Split.  After  receipt of such  transmittal  form,  each holder  should
surrender the certificates  formerly representing shares of the Company's Common
Stock  and  such  holder  will   receive  in  exchange   therefor   certificates
representing  the number of shares of the Company's  Common Stock to which he is
entitled.  Such transmittal form will be accompanied by instructions  specifying
other  details  of  the  exchange.   Shareholders   should  not  send  in  their
certificates until they receive a transmittal form.                             

     After the effective date of the Amendment,  each  certificate  representing
shares of the Company's  Common Stock will,  until  surrendered and exchanged as
described above, be deemed,  for all corporate purposes to evidence ownership of
the  number  of shares of the  Company's  Common  Stock  into  which the  shares
evidenced by such  certificate  have been converted.  Although  shareholders are
encouraged to exchange  their stock  certificates  promptly after receipt of the
transmittal  form,  previously   outstanding  Company  stock  certificates  will
constitute  "good  delivery"  in  connection  with  sales  through  a broker  or
otherwise, of shares of the Company's Common Stock.                             

DEF 14A 17th Page of 21 TOC 1st Previous Next ↓Bottom Just 17th
Federal Income Tax Consequences                                                 

     The  following  information  is based upon existing law which is subject to
change by  legislation,  administrative  action and judicial  discussion  and is
necessarily general.  Therefore,  shareholders are advised to consult with their
tax  advisors for more  detailed  information  regarding  their  individual  tax
circumstances. Although the Company has not requested a ruling from the Internal
Revenue Service as to the federal income tax  consequences of the Reverse Split,
the Company  expects  that the federal  income tax  consequences  of the Reverse
Split will be as follows:                                                       

     (i) The Reverse  Split will be a tax-free  recapitalization  to the Company
and its shareholders.                                                           

     (ii) The aggregate tax basis of the Common Stock  received by a shareholder
pursuant to the  Reverse  Split will be the same as the  aggregate  tax basis of
Common Stock held by such shareholder immediately prior to the Reverse Split.   

     (iii) The holding period of Common Stock  received  pursuant to the Reverse
Split will include the holding period of Common Stock converted into such Common
Stock,  for each person who held  Common  Stock as a capital  asset  immediately
prior to the Reverse Split.                                                     

     (iv)  Shareholders  will not recognize any gain or loss for federal  income
tax purposes as a result of the Reverse Split.                                  

     THE BOARD OF DIRECTORS AND MANAGEMENT  UNANIMOUSLY  RECOMMENDS A VOTE "FOR"
THE PROPOSAL TO APPROVE THE PROPOSED AMENDMENT.                                 

     Proxies  solicited  by the  Board  of  Directors  will be voted  "For"  the
proposal unless the shareholders indicate to the contrary in their proxies.     

 PROPOSAL NUMBER 3
AUTHORIZATION OF PREFERRED STOCK

     The Board of Directors has  unanimously  adopted a  resolution,  subject to
approval by the shareholders, authorizing an amendment to the Company's Articles
of  Incorporation  to  authorize  the  issuance  of up to  5,000,000  shares  of
Preferred Stock with such rights, privileges, designations and preference as may
be determined by the Board of Directors from time to time.  Although the Company
has no present  intention to issue any shares of Preferred  Stock,  the Board of
Directors believes that it is important that the Company have the flexibility to
issue shares of Preferred Stock without further shareholder  approval.  Dividend
requirements and any redemption, sinking fund or conversion provision pertaining
to shares of the preferred stock, if authorized and issued,  may have an adverse
effect on the  availability  of earnings for  distribution  to holders of common
stock and for use with respect to other corporate purposes.                     

     The Board  believes that the  complexity of modern  business  financing and
possible future  transactions  require  flexibility in a  corporation's  capital
structure.  If the  amendment  is  approved  the  Board of  Directors  will have
authority to issue  Preferred  Stock from time to time for any proper  corporate
purpose including acquisitions of other businesses or properties and the raising
of additional  capital.  Shares of Preferred  Stock could be issued  publicly or
privately, in one or more series and such series of Preferred Stock could rank  

DEF 14A 18th Page of 21 TOC 1st Previous Next ↓Bottom Just 18th
senior to the Common Stock with respect to, among other  things,  dividends  and
liquidation rights.                                                             

     Although the Company has no intention to issue shares of Preferred Stock in
a manner which would have an  anti-takeover  effect or  otherwise,  it should be
noted that the issuance of Preferred  Stock could have an  anti-takeover  effect
under  certain  circumstances.  Since the voting  rights to be  accorded  to any
series of  Preferred  Stock  remain to be fixed by the Board of  Directors,  the
holders of Preferred Stock may, if the Board so authorizes,  be entitled to vote
separately  as a class in  connection  with  approval  of certain  extraordinary
corporate  transactions  in  circumstances  where  Nevada law does not require a
class vote, or might be given a  disproportionately  large number of votes. Such
Preferred  Stock  could  also be  convertible  into a large  number of shares of
Common Stock under certain  circumstances or have other terms which might render
the acquisition of a controlling  interest in the Company more difficult or more
costly.  Moreover,  shares of  Preferred  Stock could be  privately  placed with
purchasers  who might side with the  Company's  management in opposing a hostile
tender offer or other attempt to obtain control. The issuance of Preferred Stock
as an anti-takeover device might preclude  shareholders from taking advantage of
a situation which might be favorable to their interests.  The proposed amendment
to the Articles of Incorporation  implementing  Proposal 3 is attached hereto as
Exhibit "A".                                                                    

     THE BOARD OF DIRECTORS AND MANAGEMENT  UNANIMOUSLY  RECOMMENDS A VOTE "FOR"
THE PROPOSAL TO APPROVE THE PROPOSED AMENDMENT.                                 

Proxies  solicited  by the Board of  Directors  will be voted "For" the proposal
unless the shareholders indicate to the contrary in their proxies.              

PROPOSAL 4
 OTHER ARTICLES AMENDMENTS

Limitation on Power of Shareholders to Effect Future Bylaws Amendments

     The Board of  Directors  has adopted and  submits to the  shareholders  for
approval an amendment to the  Company's  Articles of  Incorporation  which would
provide that the shareholders will have the power to adopt,  amend or repeal the
Bylaws of the Company only subject to the procedures applicable to the amendment
of the Articles  including  any provision of law that requires as a condition of
such action, the consent of the Board of Directors.                             

     The Nevada  General  Corporation  Law (the "GCL")  provides in general that
shareholders  cannot  effect a  fundamental  change such as an  amendment to the
Articles,  a  merger,   consolidation,   share  exchange,   sale  of  assets  or
dissolution,  without the approval of the Board. On the other hand under the GCL
shareholders  may  change  the  Bylaws  without  the  consent  of the  Board  of
Directors.  The proposed amendment to the Articles would provide that, except as
provided  in the  express  terms  of any  series  of the  Preferred  Stock,  the
shareholders  will retain the power to adopt,  amend or repeal the Bylaws of the
Company  but  subject  to the  procedures  applicable  to the  amendment  of the
Articles,  including  any  provision of law that requires as a condition to such
action the consent of the Board of Directors.                                   

DEF 14A 19th Page of 21 TOC 1st Previous Next ↓Bottom Just 19th
     The  proposed  change  could  result  in  the  Board  adopting   provisions
regulating or restricting  corporate powers,  including provisions requiring the
vote of  classes or series of shares as a  condition  to the  exercise  thereof,
vesting  the  powers  of the  Board of  Directors  in other  than the  Board and
changing the voting rights of  Directors.  This change would permit the Board to
adopt,  without  shareholder  approval,  provisions which may have anti-takeover
purposes or effects.                                                            

     The  proposed  amendment  to the  Articles  of  Incorporation  implementing
Proposal 4 is attached hereto as Exhibit "B".                                   

Possible Anti-Takeover Effects of Proposal 4 are discussed below.  See
"Possible Anti-Takeover Effects of Certain Proposals".                          

     THE BOARD OF DIRECTORS AND MANAGEMENT UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSAL TO APPROVE THE PROPOSED AMENDMENT.                                     

     Proxies  solicited  by the  Board  of  Directors  will be voted  "For"  the
proposal unless shareholders indicate to the contrary in their proxies.         

POSSIBLE ANTI-TAKEOVER EFFECTS
OF CERTAIN PROPOSALS

Effect of Proposals Submitted to the Meeting                                    

     If  all  the  proposals  submitted  to  the  Meeting  are  adopted  by  the
shareholders  the existing  management of the Company  would have  available the
following additional defenses against unsolicited takeover bids:                

     o     Authority to issue up to 5,000,000 shares of preferred stock issuable
    in series with rights and preferences determined by the Board.

o     Limitation on right of shareholders to effect Bylaw amendments. 

     The above are in addition to existing Bylaw provisions  providing  defenses
against unsolicited takeover bids:                                              

o     Supermajority vote required to call a meeting of shareholders.  

o     Classification of the Board of Directors.                       

o     Prior notification of nominations to the Board of Directors.    

Other Anti-Takeover Provisions of the Nevada GCL                                

     Under  the  Nevada  General   Corporation  Law  (ss.78.411  et  seq.),  any
"interested stockholder"  (Generally,  anyone who beneficially owns, directly or
indirectly,  10% or more of the  voting  power of the  Company)  is  prohibited,
within a three-year period,  from engaging in any "combination" with the Company
unless,  prior  to the  interested  stockholder  becoming  such,  the  Board  of
Directors of the Company had approved the acquisition.  "Combination" is broadly
defined  to  include  any merger or any other  transaction  with the  interested
stockholder  or  any  affiliate  or  associate  thereof.  After  the  interested
stockholder  has  satisfied a three-year  holding  period,  combinations  may be
permitted if the                                                                

DEF 14A 20th Page of 21 TOC 1st Previous Next ↓Bottom Just 20th
transaction is approved by a majority of the outstanding shares not owned by the
interested stockholder and the transaction meets certain fair price criteria.   

     In addition,  under Nevada General Corporation Law ss.78.138,  directors of
Nevada  corporations  are given wide  latitude  to resist a change or  potential
change in control of the corporation.                                           

Possible Consequences of the Anti-Takeover Effects of Proposals                 

     Your Board of Directors  believes  that the  proposals,  to the extent that
they deter unsolicited  takeover attempts,  will promote conditions of stability
in the business,  management  and control of the Company,  discourage in advance
certain  takeover offers or other attempts to accumulate the Company's stock and
encourage anyone  contemplating such actions to negotiate with the Company,  and
assist the  Company in  defending  against any such action if the Board does not
believe  it to  be in  the  best  interests  of  the  Company  and  all  of  its
shareholders.                                                                   

     A takeover  offer  often  places the target  corporation  virtually  in the
position of making a forced sale,  sometimes  when the market price of its stock
may  be  temporarily   depressed.   The  Board  believes  that   frequently  the
consideration  offered in such a  situation,  even though it may be in excess of
the then  market  price,  is less than that which  could be obtained in a freely
negotiated  transaction.  Your  Board  of  Directors,  in  a  freely  negotiated
transaction,  would have the opportunity to seek a suitable partner at a time of
its choosing and to negotiate the most  favorable  price and terms which reflect
not only  current,  but also  future  value of the  Company.  The Board may also
believe that the takeover  offer is not in the best interests of the Company and
its  shareholders for additional  reasons,  such as those exhibited in the large
number of business  failures  which  resulted from  overleveraged  transactions.
However,  the Board may not have  adequate  time to consider  fully the takeover
offer and to determine  what actions are in the best interest of the Company and
its shareholders  despite the provisions of applicable federal law regarding the
minimum duration of certain takeover offers. Portions of the proposed amendments
attempt to ameliorate the problem inherent in these situations.                 

     Takeover offers or other non-market  acquisitions of stock are usually made
at prices above the prevailing market price of the corporation's stock and often
have a corresponding effect on such market price.  Accumulation of stock through
market purchases,  whether or not for the purpose of acquiring control, may also
support the price of a company's  stock at levels higher than otherwise would be
the case.  Portions of the proposed  amendments  may  discourage  such  takeover
offers and  purchases,  even if holders of a majority  of the  Company's  shares
desire to sell such shares.                                                     

     The  proposed  amendments  could  under  certain  circumstances  be used by
management  of the Company to  perpetuate  itself in control of the Company.  In
addition,  the proposed  amendments could encourage a potential  purchase of the
Company to negotiate  with the Board of Directors and offer terms  acceptable to
it. Such terms might  include  continuation  of the existing  management  of the
Company or a commitment by the purchaser to provide benefits (such as employment
contracts) not available to shareholders generally.                             

     The Company has not been the subject of any threatened unsolicited takeover
bid and is not aware of any existing takeover threat.                           

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PROPOSAL 5
 RATIFICATION OF APPOINTMENT
 OF INDEPENDENT AUDITORS

     The Board of  Directors  has  appointed  Grant  Thornton  LLP,  independent
certified  public  accountants,  as independent  auditors of the Company for the
fiscal year ending October 31, 1996. Although the selection of auditors does not
require  ratification,  the Board has  directed  that the  appointment  of Grant
Thornton LLP be submitted to stockholders  for ratification  because  management
believes  this  matter  is  of  such  significance  as  to  require  stockholder
participation.  If  stockholders  do not  ratify the  appointment,  the Board of
Directors  will  consider  the  appointment  of  other   independent   certified
accountants as auditors for the Company.  No  representatives  of Grant Thornton
LLP are expected to be present at the Meeting.                                  

Report

     All  stockholders  of record as of the Record Date are  concurrently  being
sent a copy of the  Company's  Report on Form  10-K for the  fiscal  year  ended
October 31, 1995.                                                               

Other Matter

     Stockholder  proposals regarding the Annual Meeting to be held in 1997 must
be submitted to the Company by December 1, 1996, to receive consideration.      

                          By order of the Board of Directors
             Leon Kopyt, President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	11/30/98	8
	12/1/96	21
	10/31/96	2	21	10-C, 10-K, 8-K, DEF 14A
	4/30/96	11		10-Q
	3/29/96	2	3
	2/6/96	2	3	10-C
	1/31/96	2	4	10-Q
Filed on:	1/29/96
	1/26/96	15
	1/12/96	4	8
	1/5/96	5	7
	12/31/95	12
For Period End:	10/31/95	6	21	10-C, 10-K, 8-K, PRE 14A
	8/31/95	8
	7/31/95	8		10-Q
	7/15/95	8
	4/30/95	11		10-Q
	1/25/95	4
	10/31/94	11	13
	7/15/94	8
	5/28/94	10
	5/19/94	6	8
	4/15/94	8	13
	10/31/93	12
	4/22/93	8
	4/20/93	8
	11/1/92	12
	1/23/92	6
				List all Filings

13 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  RCM Technologies, Inc.            10-K/A     12/30/23   13:533K                                   RDG Filings/FA
 4/22/24  RCM Technologies, Inc.            S-3/A                  3:357K                                   Toppan Merrill/FA
 3/29/24  RCM Technologies, Inc.            S-3                    5:1.5M                                   Toppan Merrill/FA
 3/14/24  RCM Technologies, Inc.            10-K       12/30/23   93:10M                                    RDG Filings/FA
 4/28/23  RCM Technologies, Inc.            10-K/A     12/31/22   13:622K                                   RDG Filings/FA
 3/16/23  RCM Technologies, Inc.            10-K       12/31/22   93:10M                                    RDG Filings/FA
12/27/22  RCM Technologies, Inc.            S-8        12/27/22    4:112K                                   RDG Filings/FA
 4/29/22  RCM Technologies, Inc.            10-K/A      1/01/22   13:537K                                   RDG Filings/FA
 4/04/22  RCM Technologies, Inc.            10-K        1/01/22   92:8.7M                                   RDG Filings/FA
12/20/21  RCM Technologies, Inc.            S-8        12/20/21    3:77K                                    RDG Filings/FA
 4/30/21  RCM Technologies, Inc.            10-K/A      1/02/21    3:206K
 4/02/21  RCM Technologies, Inc.            10-K        1/02/21   91:6.8M
 1/15/21  RCM Technologies, Inc.            S-3                    4:374K

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Filing Submission 0000700841-96-000007 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

RCM Technologies Inc – ‘DEF 14A’ for 10/31/95

As of: Monday, 1/29/96 · For: 10/31/95 · Accession #: 700841-96-7 · File #: 1-10245

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

DEF 14A — Notice of Annual MeetingDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

13 Subsequent Filings that Reference this Filing

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

DEF 14A — Notice of Annual Meeting
Document Table of Contents