|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
| |
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ........... to ...........
| |
|
RCM TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
|
| |
|
Nevada
|
|
95--1480559
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
| |
|
|
|
2500 McClellan Avenue, Suite 350,
|
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
| |
|
|
|
Registrant's telephone number, including area code:
|
|
|
| |
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
| |
|
|
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
| |
|
|
|
Common Stock, par value $0.05 per share
|
RCMT
|
The NASDAQ Stock Market LLC
|
| |
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
|
None
|
| |
|
|
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [ ] NO [X]
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). YES [X] NO [ ]
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (See the
definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act). (Check one):
|
Large Accelerated Filer [ ]
|
Accelerated Filer [ ]
|
Non-Accelerated Filer [X]
|
Smaller
Reporting
Company [X]
|
Emerging
Growth
Company [ ]
|
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $25.1 million based upon the closing price of $4.00 per share of
the registrant’s common
stock on
June 28, 2019 on The NASDAQ Global Market. For purposes of making this calculation only,
the registrant included all directors, executive officers and beneficial owners of more than 5% of the Common Stock of
the Company as affiliates.
The number of shares of registrant's common stock (par value $0.05 per share) outstanding as of
April 22, 2020: 13,135,970.
None in this Amendment No. 1 on Form 10-K/A.
EXPLANATORY NOTE
On
March 5, 2020, RCM Technologies, Inc. (
“Company,” “we,” “us,” “our” and
“RCM”) filed its Annual Report on Form 10-K for the year ended
December 28, 2019 (the
“Original
Filing”), with the Securities and Exchange Commission (the
“SEC”).
The Company indicated that it would incorporate Part III of Form 10-K in the Original Filing by reference to
the Company’s definitive proxy statement for its 2020 annual meeting of
stockholders. Because
the Company does not anticipate filing its definitive proxy statement by
April 27, 2020,
the Company is filing this Amendment No. 1 (this
“Amendment”) on Form 10-K/A, which amends and restates items identified below with
respect to the Original Filing and provides the disclosure required by Part III of Form 10-K.
This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Fees and Services) and Part IV, Item 15
(Exhibits, Financial Statement Schedules). All other items as presented in the Original Filing are unchanged. Except for the foregoing amended and restated information, this Amendment does not amend, update or change any other information presented
in the Original Filing.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, this Form 10-K/A contains new certifications by our principal executive officer and our principal
financial and accounting officer, filed as exhibits hereto.
|
RCM TECHNOLOGIES, INC.
|
| |
|
FORM 10-K/A
|
| |
|
|
| |
|
PART III
|
|
| |
|
|
|
| |
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
1
|
| |
Item 11.
|
Executive Compensation
|
6
|
| |
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
12
|
| |
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
14
|
| |
Item 14.
|
Principal Accounting Fees and Services
|
15
|
| |
|
|
|
|
PART IV
|
|
| |
|
| |
Item 15.
|
Exhibits and Financial Statement Schedules
|
16
|
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Our Directors
Roger H. Ballou, Director since 2013, age 69
Mr. Ballou currently serves as a director of Univest Financial Corporation of Pennsylvania (NASDAQ: UVSP), a Pennsylvania bank, and Alliance Data Systems Corporation (NYSE: ADS),
a provider of transaction-based, data-driven marketing and loyalty solutions. Until July 2016, Mr. Ballou served as Chairman of Fox Chase Bancorp, Inc. Mr. Ballou previously served as the Chief Executive Officer and a director of CDI Corporation, a
company that offers engineering, information technology and professional staffing solutions, from 2001 until 2011. Mr. Ballou had served as Chairman and Chief Executive Officer of Global Vacation Group, Inc. from 1998 to 2000. He was a senior
advisor for Thayer Capital Partners from 1997 to 1998. From 1995 to 1997, Mr. Ballou served as Vice-Chairman and Chief Marketing Officer, then as President and Chief Operating Officer, of Alamo Rent A Car, Inc. Before joining Alamo, for more than 16
years, he held several positions with American Express, culminating in his appointment as President of the Travel Services Group.
Mr. Ballou’s extensive public board and executive management experience and personal knowledge of
the Company’s business segments, in particular its Engineering and Information
Technology segments, allow him to make significant contributions in all facets of the business.
Rick Genovese, Director since 2018, age 65
Mr. Genovese is currently engaged in private equity consultation roles related to turnaround and asset acquisition and disposition activities. Mr. Genovese also serves as
Executive Chairman of Board of Directors for Complia Health/Develus Systems. From February 2012 to January 2014, Mr. Genovese served as the Chief Operating Officer and Executive Vice President of CIBER, Inc. and as its Executive Vice President of
North American Operations from September 2011 to February 2012. Prior to joining CIBER, Mr. Genovese worked at various technology and consulting leaders including IBM, Price Waterhouse Coopers (PWC) and Electronic Data Systems (EDS). At IBM, he
served as General Manager of Application Services for the Americas, the largest offering group within IBM’s Global Business Services. Prior to that, he was General Manager of the IBM Business Process Outsourcing practice for the Americas and also
Managing Partner for the Global Business Services Communications sector. He joined IBM through its acquisition of PWC in 2002, where he was Managing Partner of Business Process Outsourcing for the Americas, and Managing Partner for the Global Energy
Consulting Practice. At PWC, Mr. Genovese was admitted as a partner in 1990. He began his career at EDS, where he was a principal.
Mr. Genovese’s extensive experience in senior operating and financial roles provides direct relevance to the day to day issues facing
the Company. Additionally, with a skills
base founded in information technology services and human capital management there is direct relevance to Company’s performance criteria.
Swarna Srinivas Kakodkar, Director since 2019, age 36
Ms. Srinivas Kakodkar is a seasoned technology executive with over 15 years of experience building and launching digital solutions that serve both enterprises and consumers. Her
experience includes investing in and advising numerous technology companies in software, digital media, consumer technology, and blockchain. Ms. Srinivas Kakodkar currently leads product management teams at an enterprise software company and advises
technology startups. She was previously at Facebook, where she oversaw the development of digital advertising products and partnerships with some of Facebook’s largest customers. Prior to joining Facebook, Ms. Srinivas Kakodkar worked at AOL
Platforms, where she managed M&A activity and built technology partnership programs. Ms. Srinivas Kakodkar also has worked at DN Capital, where she invested in software and digital media companies, and was deeply engaged in the operations of
portfolio companies.
Ms. Srinivas Kakodkar’s extensive experience developing enterprise solutions at leading technology companies allow her to make valuable contributions to all of
the Company’s
business segments.
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
|
Our Directors (Continued)
Leon Kopyt, Director since 1991, age 75
Mr. Kopyt has been our Founder and Chairman Emeritus since September 2015. Previously, Mr. Kopyt served as our Chairman of the Board since 1992, as our President & Chief
Executive Officer from 1994 to February 2014, as our Chief Financial Officer and Treasurer from 1992 to 1994, and as our Chief Operating Officer from 1990 to 1992. Prior to joining RCM, Mr. Kopyt was President and CEO of a European-based industrial
corporation involved in the design and manufacture of a broad range of transportation and defense products for domestic and international markets as well as related services in international trade and finance. His previous professional experiences
include engineering, management and executive positions with Crane Company, Pennsalt Chemicals, Budd Company, General Electric and Metropolitan Transportation Authority in New York.
Mr. Kopyt’s extensive experience in leading
the Company in an executive capacity for over 25 years makes Mr. Kopyt a valuable member of our Board.
S. Gary Snodgrass, Director since 2010, age 68
Mr. Snodgrass retired from Exelon Corporation in 2007 after ten years of employment as Executive Vice President and Chief Human Resources and Security Officer. Prior to joining
Exelon, Mr. Snodgrass was employed by USG Corporation as Vice President of Human Resources from 1973 to 1997. Since 2008, Mr. Snodgrass has been Managing Director of Snodgrass and Associates and Co-Founder and President of the Snodgrass Family
Foundation. He served as Mayor of the City of St. Augustine Beach, FL in 2012 and 2013, and City Commissioner from 2014 to 2017. Mr. Snodgrass also served as an Adjunct Professor of Business for Flagler College in St. Augustine, FL.
Mr. Snodgrass’s extensive experience as a human resources executive facilitates his valuable insights in general and, more specifically, his contributions regarding human
resources operational initiatives and issues.
Mr. Vizi has served as our Executive Chairman & President since June 2018. Previously Mr. Vizi served as our Chairman of the Board since September 2015 and a board member
since December 2013. Since February 2016, Mr. Vizi has served as a member of the Board of Directors at L.B. Foster (NASDAQ: FSTR), a leading manufacturer, fabricator, and distributor of products and services for the rail, construction, energy and
utility markets with locations in North America and Europe. Mr. Vizi founded Legion Partners, Inc. in 2010 and Legion Partners Asset Management, LLC in 2012, where he served as Managing Director and Portfolio Manager until October 2017. From 2007
to 2010, Mr. Vizi was an investment professional at Shamrock Capital Advisors, Inc. (“Shamrock”), the alternative investment vehicle of the Disney Family. Prior to Shamrock, from 2006 to 2007, Mr. Vizi was an investment professional with the private
equity group at Kayne Anderson Capital Advisors L.P.
Mr. Vizi’s significant public company experience is particularly valuable in the areas of strategy, capital allocation, compensation planning, corporate governance and marketing
the Company to the investment community.
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
|
Our Executive Officers
The following table lists our executive officers. Our Board elects our executive officers annually for terms of one year and may remove any of our executive officers with or
without cause.
|
Name
|
Age
|
Position
|
|
|
36
|
Executive Chairman & President
|
|
|
53
|
Chief Financial Officer, Treasurer and Secretary
|
|
Michael Boyle
|
48
|
Division President, Information Technology Services
|
|
Frank Petraglia
|
64
|
Division President, Engineering Services
|
|
Michael Saks
|
63
|
Division President, Health Care Services
|
Kevin D. Miller has served as our Chief Financial Officer, Secretary and Treasurer since October 2008. From July 1997 until September
2008, he was Senior Vice President of RCM. From 1996 until July 1997, Mr. Miller served as an Associate in the corporate finance department of Legg Mason Wood Walker, Incorporated. From 1995 to 1996, Mr. Miller was a business consultant for the
Wharton Small Business Development Center. Mr. Miller previously served as a member of both the audit and corporate finance groups at Ernst & Young LLP.
Michael Boyle has served as our Division President of Information Technology Services since June 2018. From February 2018 to June 2018 he
was our Senior Vice President, IT Consulting & Solutions. Prior to joining RCM, Mr. Boyle was Chief Operating Officer of MDT Holdings and has held senior sales management positions with Spherion and Kforce. Mr. Boyle has a wealth of IT
operational and sales experience.
Frank Petraglia has served as our Division President of Engineering Services since June 2018. From December 2014 until June 2018 he was
the Senior Vice President of our Energy Services Group. Prior to joining RCM, Mr. Petraglia spent the last ten years in leadership positions with Siemens Energy and Mitsubishi Electric Power Products. He has extensive experience with highly
engineered systems, including serving as the Vice President of High Voltage Solutions for Siemens US and General Manager of the Substation Division for Mitsubishi.
Michael Saks has served as our Division President of Health Care Services since June 2018. From May 2007 to June 2018 he was the Senior
Vice President and General Manager of our Health Care Services Division. From January 1994 until May 2007 he was the Vice President and GM of our Health Care Services Division. Prior to joining RCM, Mr. Saks served as a corporate executive at MS
Executive Resources, MA Management and Group 4 Executive Search. Mr. Saks has over 31 years of executive management, sales and recruiting experience.
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
|
Corporate Governance
Board Committees. Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, all of which
are constituted entirely of independent directors. The committees report their actions to the full Board at the Board’s next regular meeting. The following table shows on which of our Board’s committees our directors serve.
| |
Committee
|
|
Board Member
|
Audit
|
Compensation
|
Nominating &
Corporate
Governance
|
|
Roger H. Ballou
|
X(1)
|
X
|
X
|
|
Richard A. Genovese
|
X
|
X
|
X(1)
|
|
Swarna Kakodkar
|
|
|
X
|
|
Leon Kopyt
|
|
|
|
|
S. Gary Snodgrass
|
X
|
X(1)
|
X
|
|
|
|
|
|
____________
Audit Committee
The Board of Directors has adopted a written Audit Committee Charter. A copy of the Audit Committee Charter is posted on our
website under
“Investor Relations - Corporate Governance.”
|
•
|
Reviews our financial and accounting practices, controls and results, reviews the scope and services of our auditors and appoints our independent auditors.
|
|
•
|
Review and approve related parties transactions.
|
Compensation Committee
The Board of Directors has adopted a written Compensation Committee Charter. A copy of the Compensation Committee Charter is posted on our
website under
“Investor Relations - Corporate Governance.”
|
•
|
Determines the compensation of our officers and employees.
|
|
•
|
Administers our stock option plans.
|
Nominating and Corporate Governance Committee
The Board of Directors has adopted a written Nominating and Corporate Governance Committee Charter. A copy of the Nominating and Corporate Governance Committee Charter is posted on our
website under
“Investor Relations - Corporate Governance.”
|
•
|
Oversees the Board’s review and consideration of shareholder recommendations for Director candidates.
|
|
•
|
Oversees the Board's annual self-evaluation.
|
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (CONTINUED)
|
Code of Conduct and Code of Ethics. We have adopted a Code of Conduct applicable to all of our directors, officers and employees. In addition, we have
adopted a Code of Ethics, within the meaning of applicable Commission rules, applicable to our Chief Executive Officer, Chief Financial Officer and Controller. If we make any amendments to either of these Codes (other than technical, administrative,
or other non-substantive amendments), or waive (explicitly or implicitly) any provision of the Code of Ethics to the benefit of our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or
waiver, its effective date and to whom it applies in the investor relations portion of our
website at
www.rcmt.com, or in a report on Form 8-K that we file with the Commission.
Related Party Transaction Approval Policy. Our Code of Conduct mandates that officers and directors bring promptly to the attention of
our Compliance Officer, currently our Chief Financial Officer, any transaction or series of transactions that may result in a conflict of interest between that person and
the Company. Furthermore, our Audit Committee must review and approve any
“related party” transaction as defined in Item 404(a) of Regulation S-K, promulgated by the Securities and Exchange Commission, before it is consummated. Following any disclosure to our Compliance Officer, the Compliance Officer will then typically
review with the Chairman of our Audit Committee the relevant facts disclosed by the officer or director in question. After this review, the Chairman of the Audit Committee and the Compliance Officer determine whether the matter should be brought to
the Audit Committee or the full Board of Directors for approval. In considering any such transaction, the Audit Committee or the Board of Directors, as the case may be, will consider various relevant factors, including, among others, the reasoning
for
the Company to engage in the transaction, whether the terms of the transaction are at arm’s length and the overall fairness of the transaction to
the Company. If a member of the Audit Committee or the Board is involved in the transaction, he or
she will not participate in any of the discussions or decisions about the transaction. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable.
Risk Oversight by the Board. The role of our Board of Directors in our risk oversight process includes receiving regular reports from
members of management on areas of material risk to us, including operational, financial, legal and strategic risks.
In particular, our Audit Committee is tasked pursuant to its charter to “discuss significant financial risk exposures and the steps management has taken to monitor, control and
report such exposures.” As appropriate, the Chairman of the Audit Committee reports to the full Board of Directors on the activities of the Audit Committee in this regard, allowing the Audit Committee and the full Board to coordinate their risk
oversight activities.
As one component of our risk oversight and anti-fraud program, our Audit Committee has established complaint reporting procedures described under
“Compliance Policy” in the
“Investors” section of our
website at
www.rcmt.com. These procedures indicate how to submit complaints to our Audit Committee regarding concerns about our accounting practices, our adherence to financial policies and procedures, or our compliance
with the Sarbanes-Oxley Act of 2002. Once received, grievances are reviewed by the Chairman of the Audit Committee for consideration.
Board Leadership Structure. Our governance documents provide the Board with flexibility to select the appropriate leadership structure
for
the Company. In making leadership structure determinations, the Board may consider many factors, including the specific needs of our business and what is in the best interests of our stockholders. Our Chairman, or our Lead Independent Director
if our Chairman is not independent: (i) presides at all meetings of the Board including presiding at executive sessions of the Board (without management present) at every regularly scheduled Board meeting, (ii) serves as a liaison between the
management and the independent directors, (iii) approves meeting agendas, time schedules and other information provided to the Board, and (iv) is available for direct communication and consultation with major stockholders upon request. On
June 1,
2018, in conjunction with Mr. Vizi’s appointment as Executive Chairman and President, Mr. Ballou was designated by
the Company’s independent directors to serve as a Lead Independent Director.
|
ITEM 11. EXECUTIVE COMPENSATION
|
Overview of Compensation Program; Certain Developments
The Compensation Committee of the Board has responsibility for establishing, implementing and continually monitoring adherence with
the Company’s compensation philosophy. The
Compensation Committee seeks to ensure that the total compensation paid to the executives is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executives, including the named executive officers, are
similar to those provided to other executive officers.
As part of our ongoing effort to better align our leadership, corporate governance structure and compensation methodologies with the interests and perspectives of our
stockholders, members of our Board of Directors and management team periodically speak with many of our more significant stockholders. Mindful of the input of these stockholders and motivated by our commitment to the implementation of best practices
in corporate governance and compensation, the Compensation Committee and our Board have undertaken over the last several years a series of efforts with respect to compensation reform, including the following steps:
|
•
|
Limiting executive severance cash pay-outs to no more than 24 months’ base salary and bonus;
|
|
•
|
Prohibiting tax gross-ups in all future employment agreements;
|
|
•
|
Requiring future employment agreements to contain a “double trigger” with respect to executive change-in-control payments;
|
|
•
|
Adopting an incentive payment claw back policy for named executive officers; and
|
|
•
|
Developed the conceptual framework for a long term incentive plan containing performance-based stock units for the Company’s Chief Executive Officer and Chief Financial Officer. |
In 2019, the Compensation Committee granted to Mr. Vizi a total target amount of 160,000 performance stock units (
“PSUs”) to be earned based on the achievement of certain Company performance goals.
The number of PSUs that could ultimately be earned and vested under this grant was subject to increase to up to 240,000 PSUs and was to be determined based on the level of achievement of certain performance goals tied to EBITDA (Earnings Before
Interest, Taxes, Depreciation & Amortization) as measured over the performance periods (i) beginning on
December 30, 2018 and ending on
December 28, 2019 (with respect to 80,000 PSUs, subject to increase up to 120,000) and (ii) beginning on
December 30, 2018 and ending on
January 1, 2022 (with respect to 80,000 PSUs, subject to increase up to 120,000). On
January 16, 2020, the Compensation Committee certified the results under the portion of this grant relating to the performance
period that began on
December 30, 2018 and ended on
December 28, 2019 and a total of 40,000 PSUs, valued at $175,200 based on grant date fair value, vested with respect to this portion of the award.
Additionally, on
January 16, 2020, the Compensation Committee granted to Mr. Vizi a total of 150,000 restricted stock units (RSUs), which will become vested in three (3) equal annual installments
of 50,000 RSUs on each anniversary of the date of grant, so long as Mr. Vizi remains continuously employed by
the Company through such vesting dates, except vesting will be accelerated if his employment terminates prior to such vesting dates on
account of death, disability or a covered termination following a change in control.
Mr. Miller’s and Mr. Saks’s non-equity incentive plan compensation for fiscal 2019 was payable in cash and was primarily paid based on achievement of targets
set for operating income growth. Mr. Saks earned a cash bonuses for fiscal 2019 of $244,678. Mr. Miller has not yet received a bonus for 2019, but the Compensation Committee may consider making a payment to Mr. Miller during 2020 with regard to
his services in 2019.
|
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
|
Summary Compensation Table
The following table lists, for our fiscal years ended
December 28, 2019 and
December 29, 2018, cash and other compensation paid to, or accrued by us, for our chief executive officer and each of the
persons who, based upon total annual salary, annual incentive compensation and bonus, was one of our other two most highly compensated executives during the fiscal year ended
December 28, 2019.
|
Name and
Principal Position
|
Year
|
Salary
|
Stock
Awards(1)
|
Non-Equity
Incentive Plan
Compensation
|
All Other
Compensation(2)
|
Total
|
| |
|
|
|
|
|
|
|
|
2019
|
$250,000
|
$175,200
|
$ -
|
$4,890
|
$430,090
|
|
Executive Chairman & President
|
2018
|
$135,577
|
$331,955
|
$ -
|
$23,076
|
$490,608
|
| |
|
|
|
|
|
|
|
Michael Saks
|
2019
|
$275,000
|
$ -
|
$244,678
|
$20,547
|
$540,225
|
|
President, Health Care Services
|
2018
|
$275,000
|
$ -
|
$175,000
|
$31,090
|
$481,090
|
| |
|
|
|
|
|
|
|
Kevin Miller
|
2019
|
$370,000
|
$ -
|
$ -
|
$36,832
|
$406,832
|
|
Chief Financial Officer
|
2018
|
$370,000
|
34,200
|
$ -
|
$59,213
|
$463,413
|
____________
|
(1)
|
Mr. Vizi vested in 40,000 shares in January 2020, pursuant to a performance-based stock award based on fiscal 2019 performance metrics granted on March 6, 2019. Mr. Vizi vested in 47,148
shares in January 2019, pursuant to a performance-based stock award based on fiscal 2018 performance metrics granted on October 23, 2018. Mr. Vizi was also granted time-based restricted stock awards for 15,000 shares on June 1, 2018 and
20,000 shares on December 14, 2018. Mr. Miller was granted 10,000 shares in compensation for fiscal 2018. These amounts are based upon the grant date fair value of the option awards calculated in accordance with Financial Accounting
Standards Board Accounting Standards Codification ( “ASC”) Topic 718. The assumptions used in determining the amounts in the column are set forth in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the
fiscal year ended December 28, 2019 filed with the Commission. |
|
(2)
|
This amount represents (i) premiums we paid during 2019 for medical, dental, vision, life and disability insurance on each of the officers named in this table as follows: Mr. Vizi: $4,890;
Mr. Saks: $20,547; and Mr. Miller $36,832 and (ii) the following approximated amounts for Company leased automobiles or monthly automobile allowances and related expenses: Mr. Saks: $1,246.
|
|
(3)
|
Mr. Vizi was appointed Executive Chairman and President on June 1, 2018. |
During our 2019 and 2018 fiscal years, certain of the officers named in this table received personal benefits not reflected in the amounts of their respective annual salaries or bonuses. The dollar
amount of these benefits did not, for any individual in any fiscal year, exceed $10,000.
|
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
|
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning unvested restricted share units as of
December 28, 2019. No options to purchase common stock were outstanding on such date.
| |
|
Number of
Shares or
Units of
Stock
That Have
|
|
Market Value of
Shares or
Units of
Stock
That Have
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
|
|
Name
|
|
Not Vested
|
|
Not Vested(1)
|
|
Not Vested(2)
|
|
Not Vested(1)
|
| |
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
$57,400
|
|
160,000
|
|
$459,200
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________
|
(1)
|
Calculated by multiplying the number of shares in the preceding column by $2.87, the closing price per share of the Company’s common stock on December 27, 2019, the last trading day of our last fiscal year. |
|
(2)
|
Consists of performance-based restricted share units of 160,000 awarded to Mr. Vizi on March 6, 2019, assuming achievement of the applicable performance goals at the target level of achievement. Of this
amount, 80,000 were to be earned based on achievement of the performance goals measured over the performance period beginning on December 30, 2018 and ending on December 28, 2019. On January 16, 2020, the Compensation Committee certified
the results under the portion of this grant and a total of 40,000 PSUs, with a grant date fair value of $175,200, vested with respect to this portion of the award. This amount is reflected in the Summary Compensation Table. |
|
(3)
|
Mr. Vizi was appointed Executive Chairman and President on June 1, 2018. |
Compensation of Directors
Our employee directors do not receive any compensation for serving on our Board or its committees, other than the compensation they receive for serving as employees of RCM.
Non-employee members of the Board received compensation in accordance with the following structure, which was approved by our Compensation Committee on, and implemented
effective,
January 1, 2018:
|
•
|
Annual cash retainer of $45,000, payable in equal monthly installments.
|
|
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
|
Compensation of Directors (Continued)
|
•
|
Annual equity grants of $45,000, in the form of RSUs with 1-year vesting feature (subject to acceleration upon Change in Control or separation from service in the same manner as the RSU
grants made in December 2017), with delivery of the shares of common stock underlying to such RSUs to be made upon vesting; provided that, except for sales of shares in an amount no greater than required to generate an amount equal to the
income tax on such shares, non-employee directors shall be required to retain shares delivered upon vesting unless, immediately following any such sale, such director would comply with the Company’s ownership guidelines. |
|
•
|
Payment of the following additional annual retainers: Chairman of the Board (if independent) $25,000; Lead Independent Director $25,000 (who shall serve only at such time as the Board
does not have an independent chair); Audit Committee chair $10,000; Compensation Committee chair $10,000; Nominating and Corporate Governance Committee chair $5,000.
|
|
•
|
No other committee fees, for service or for meetings.
|
The following table lists cash and other compensation paid to, or accrued by us for, our Board of Directors for our fiscal year ended
December 28, 2019.
Non-Employee Director Compensation Table
|
Name and
Principal Position
|
Fees
Earned
Or Paid
In Cash
|
Equity
Awards(1)
|
All Other
Compensation
|
Total
|
|
Roger H. Ballou
|
$80,000
|
$45,000
|
-
|
$125,000
|
|
Richard A. Genovese
|
$50,000
|
$45,000
|
|
$95,000
|
|
Swarna Kakodkar(2)
|
$2,298
|
$45,000
|
|
$47,298
|
|
Leon Kopyt
|
$45,000
|
$45,000
|
-
|
$90,000
|
|
S. Gary Snodgrass
|
$55,000
|
$45,000
|
-
|
$100,000
|
|
(1)
|
These amounts are based upon the grant date fair value of the option awards calculated in accordance with ASC Topic 718. The assumptions used in determining the
amounts in the column are set forth in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 filed with the Commission. As of December 28, 2019, Roger H. Ballou, Richard A. Genovese, Swarna Kakodkar, Leon Kopyt and S. Gary Snodgrass each had 15,845 unvested restricted share units outstanding. |
|
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
|
Executive Severance Agreement and Change in Control Agreement
The Company is a party to Executive Severance Agreements (the
“Executive Severance Agreements”) with Mr. Vizi, dated as of
June 1, 2018, and Mr. Miller, dated as of
February 28,
2014, which set forth the terms and conditions of certain payments to be made by
the Company to the executive in the event, while employed by
the Company, the executive experiences (a) a termination of employment unrelated to a
“Change in Control”
(as defined therein) or (b) there occurs a Change in Control and either (i) the executive’s employment is terminated for a reason related to the Change in Control or (ii) in the case of Mr. Miller, Mr. Miller the executive remains continuously
employed with
the Company for three months following the Change in Control.
Under the terms of the Executive Severance Agreement, if either (a) the executive is involuntarily terminated by
the Company for any reason other than
“Cause” (as defined
therein),
“Disability” (as defined therein) or death, or (b) the executive resigns for
“Good Reason” (as defined therein), and, in each case, the termination is not a
“Termination Related to a Change in Control” (as defined below), the executive will
receive the following severance payments: (i) an amount equal to 1.5 times the sum of (a) the executive’s annual base salary as in effect immediately prior to the termination date (before taking into account any reduction that constitutes Good
Reason) (
“Annual Base Salary”) and (b) the highest annual bonus paid to the executive in any of the three fiscal years immediately preceding the executive’s termination date (
“Bonus”), to be paid in installments over the twelve month period following
the executive’s termination date; and (ii) for a period of eighteen months following the executive’s termination date, a monthly payment equal to the monthly COBRA premium that the executive is required to pay to continue medical, vision, and dental
coverage, for himself and, where applicable, his spouse and eligible dependents.
Notwithstanding the above, if the executive has a termination as described above and can reasonably demonstrate that such termination would constitute a Termination Related to a
Change in Control, and a Change in Control occurs within 120 days following the executive’s termination date, the executive will be entitled to receive the payments set forth below for a Termination Related to a Change in Control, less any amounts
already paid to the executive, upon consummation of the Change in Control.
Under the terms of the Executive Severance Agreement, if a Change in Control occurs and (a) the executive experiences a Termination Related to a Change in Control on account of
(i) an involuntary termination by
the Company for any reason other than Cause, death, or Disability, (ii) an involuntary termination by
the Company within a specified period of time following a Change in Control (12 months for Mr. Vizi and three
months for Mr. Miller) on account of Disability or death, or (iii) a resignation by the executive with Good Reason; or (b) in the case of Mr. Miller, the executive resigns, with or without Good Reason, which results in a termination date that is the
last day of the three month period following the Change in Control, then the executive will receive the following severance payments: (1) a lump sum payment equal to two times the sum of the executive’s (a) Annual Base Salary and (b) Bonus; and (2) a
lump sum payment equal to 24 multiplied by the monthly COBRA premium cost, as in effect immediately prior to the executive’s termination date, for the executive to continue medical, dental and vision coverage, as applicable, in such Company plans for
himself and, if applicable, his spouse and eligible dependents. Upon the occurrence of a Change in Control,
the Company shall establish an irrevocable rabbi trust and contribute to the rabbi trust the applicable amounts due under the Executive
Severance Agreement. If Mr. Miller receives the Change in Control Payment following his resignation at the end of the three month period following the Change in Control, he will not be eligible to receive any severance payments under his Executive
Severance Agreement.
Mr. Saks, along with several other members of
the Company’s senior management (not including Mr. Vizi and Mr. Miller), is covered by our Change in Control Plan for Selected
Executive Management (the
“CIC Plan”).
The CIC Plan sets forth the terms and conditions of severance and benefits to be provided to a covered employee in the event (a) the covered employee experiences a covered
termination of employment after a
“Potential Change in Control” (as defined in the CIC Plan), but prior to a
“Change in Control” (as defined in the CIC Plan), and a Change in Control that relates to the Potential Change in Control occurs within the
six month period following the covered employee’s termination, or (b) the covered employee is employed by
the Company on the date of a Change in Control. The CIC Plan also sets forth the terms and conditions of severance payments to be made to a
covered employee in the event such employee is employed on the date of a Change in Control and is subsequently terminated on account of a covered termination during his
“Designated Severance Period” (a period specified by
the Company for each covered
employee that is measured from the date of an applicable Change in Control, which is 18 months for Mr. Saks.
|
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
|
Executive Severance Agreements and Change in Control Agreements (Continued)
Under the terms of the CIC Plan, if a covered employee is (a) employed on the date of a Potential Change in Control, (b) terminated by
the Company for a reason other than
“Cause”
(as defined in the CIC Plan), death, or disability, and (c) a Change in Control to which the Potential Change in Control relates occurs within the six month period following the covered employee’s covered termination, the covered employee will
receive, if the covered employee executes and does not revoke a release of claims, severance payments at the covered employee’s annual base salary rate in regular payroll installments for the duration of the covered employee’s Designated Severance
Period. If the covered employee dies before receiving the entire amount that is owed, the remaining portion will be paid to the covered employee’s estate. Severance payments will be discontinued if it is determined that the covered employee has
engaged in any actions constituting Cause.
Under the terms of the CIC Plan, if a covered employee is employed on the date of a Change in Control and the covered employee executes and does not revoke a release of claims:
|
•
|
all outstanding Company equity-based awards granted to the covered employee prior to the date of the Change in Control will be immediately fully vested;
|
|
•
|
the Compensation Committee may, in its sole discretion, determine that the covered employee will receive a pro-rated annual bonus if (a) the Committee determines that the Change in
Control is an asset sale with respect to an entity in which the covered employee is associated, (b) the covered employee’s employment with the Company terminates in connection with such asset sale, and (c) the covered employee was eligible
to participate in the Company’s annual bonus plan at the time of the Change in Control; any such pro-rated annual bonus will be determined based on the level of achievement under the annual bonus plan at the time of the Change in Control;
and |
|
•
|
the Committee may, in its sole discretion, determine that the covered employee will receive a discretionary bonus upon a Change in Control.
|
Any bonuses paid under the CIC Plan upon a Change in Control will be paid in a single lump sum following the Change in Control.
Under the terms of the Plan, if a covered employee’s employment with the
“Employer” (as defined in the CIC Plan) is terminated during the covered employee’s
Designated Severance Period following the occurrence of a Change in Control (a) by the Employer for any reason other than Cause, death, or disability, or (b) by the covered employee for
“Good Reason” (as defined in the CIC Plan), and the covered
employee executes and does not revoke a release of claims, the Employer will continue to pay to the covered employee his annual base salary in regular payroll installments for the remainder of the covered employee’s Designated Severance Period. A
covered employee is not eligible for severance benefits from
the Company after a Change in Control if the Change in Control is an asset sale with respect to the covered employee and the successor to
the Company offers the covered employee employment
with a level of compensation and benefits that in the aggregate are at least as favorable as the level of the covered employee’s compensation and benefits with
the Company prior to the Change in Control. If the covered employee dies before receiving
the entire amount that is owed, the remaining portion will be paid to the covered employee’s estate. Severance payments will be discontinued if the Employer determines that the covered employee has engaged in any actions constituting Cause.
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Security Ownership of Certain Beneficial Owners
The following table lists the persons we know to be beneficial owners of at least five percent of our common stock as of
April 18, 2020.
|
Name and Address of Beneficial Owner
|
Number
of Shares
|
Approximate
Percentage
of Outstanding
Common Stock(1)
|
| |
|
|
|
IRS Partners No. 19, L.P(2)
|
3,270,665
|
24.9%
|
|
515 S. Figueroa Street, Suite 1050
|
|
|
|
|
|
|
| |
|
|
|
Dimensional Fund Advisors LP(3)
|
826,298
|
6.3%
|
|
Building One
|
|
|
|
6300 Bee Cave Road
|
|
|
|
|
|
|
| |
|
|
|
Renaissance Technologies LLC(4)
|
705,462
|
5.4%
|
|
800 Third Avenue
|
|
|
|
|
|
|
| (2) |
Based on Amendment No. 16 to Schedule 13D (the “Amendment”), filed with the Commission on January 17, 2020, by IRS Partnership No. 19, L.P. ( “IRS 19”), The Leonetti/O’Connell Family Foundation (the “Foundation”), M2O, Inc. ( “M2O”), The
Michael F. O’Connell and Margo L. O’Connell Revocable Trust (the “Trust”), Michael O’Connell ( “Mr. O’Connell” and, collectively with IRS 19, the Foundation, M2O and the Trust, the “O’Connell Entities”), Harvest Financial Corporation
( “Harvest”) and Bradley Vizi ( “Mr. Vizi”). The Amendment states that IRS 19, M2O, the Trust and Mr. O’Connell may be deemed to have the shared voting and dispositive power over the 2,692,065 shares owned by IRS 19 and that the Foundation
and Mr. O’Connell may be deemed to have shared voting and dispositive power over 266,074 shares owned by the Foundation. The Amendment also states that Harvest exclusively manages IRS 19’s and the Foundation’s investment in the Common
Shares pursuant to which Mr. Vizi on behalf of Harvest manages such investments. In addition to the Schedule 13D, this amount reflects certain additional information known to the Company regarding Mr. Vizi’s share ownership. As a
result, Harvest and Mr. Vizi may be deemed to have shared dispositive power with respect to the 2,958,139 shares held by IRS 19 and the Foundation. Mr. Vizi has sole voting and dispositive power over 84,526 shares. |
| (3) |
Based on Amendment No. 19 to Schedule 13D filed with the Commission on February 12, 2020. The filing states that Dimensional Fund Advisors LP, a registered investment advisor, has sole voting
power over 822,9443 of these shares and sole dispositive power as to all of these shares. |
| (4) |
Based on Amendment No. 3 to Schedule 13D filed with the Commission on February 13, 2020. The filing states that Renaissance Technologies LLC has sole voting power over 700,909 of these shares and
sole or shared dispositive power over all of these shares. |
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (CONTINUED)
|
Security Ownership of Management
The following table lists the number of shares of our common stock beneficially owned, as of
April 18, 2020, by each director and director nominee, each of our executive officers, certain members of
our senior management, and by our directors, nominees and executive officers as a group. In general, beneficial ownership includes those shares a person has the power to vote or transfer, as well as shares owned by immediate family members who live
with that person.
|
Name
|
Number
of Shares
|
|
Approximate
Percentage
of Outstanding
Common Stock
|
|
Roger H. Ballou
|
73,062
|
|
*
|
|
Richard A. Genovese
|
11,968
|
|
*
|
|
Swarna Kakodkar
|
-
|
|
*
|
|
Leon Kopyt
|
584,702
|
|
4.5%
|
|
S. Gary Snodgrass
|
56,608
|
|
*
|
|
|
162,526
|
|
1.2%
|
|
Michael Saks
|
83,343
|
|
*
|
|
Frank Petraglia
|
38,277
|
|
*
|
|
|
464,231
|
|
3.5%
|
|
Michael Boyle
|
10,000
|
|
*
|
|
All directors and executive officers as a group (10 persons)
|
1,484,717
|
|
11.3%
|
__________
| * |
Represents less than one percent of our outstanding common stock.
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
|
| |
INDEPENDENCE
|
Related Party Transaction Approval Policy
Our Code of Conduct mandates that officers and directors bring promptly to the attention of our Compliance Officer, currently our Chief Financial Officer, any transaction or
series of transactions that may result in a conflict of interest between that person and
the Company. Furthermore, our Audit Committee must review and approve any
“related party” transaction as defined in Item 404(a) of Regulation S-K, promulgated
by the Securities and Exchange Commission, before it is consummated. Following any disclosure to our Compliance Officer, the Compliance Officer will then typically review with the Chairman of our Audit Committee the relevant facts disclosed by the
officer or director in question. After this review, the Chairman of the Audit Committee and the Compliance Officer determine whether the matter should be brought to the Audit Committee or the full Board of Directors for approval. In considering any
such transaction, the Audit Committee or the Board of Directors, as the case may be, will consider various relevant factors, including, among others, the reasoning for
the Company to engage in the transaction, whether the terms of the transaction are
at arm’s length and the overall fairness of the transaction to
the Company. If a member of the Audit Committee or the Board is involved in the transaction, he or she will not participate in any of the discussions or decisions about the transaction.
The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable.
Independence of the Board of Directors
The Board of Directors has determined that Roger H. Ballou, Richard A. Genovese, Swarna Srinivas Kakodkar Kakodkar, Leon Kopyt, and S. Gary Snodgrass are “independent directors”
as defined in Marketplace Rule 4200(a)(15) of the NASDAQ Stock Market LLC.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Our Audit Committee has selected Macias, Gini & O’Connell LLP (
“MGO”) to act in the capacity of independent accountants for the current fiscal year ending
January 2, 2021.
Fees Billed by MGO during fiscal 2019
Audit Fees. Fees billed to
the Company by MGO for audit services rendered by MGO for the audit of
the Company's 2019 annual financial statements, for the
review of those financial statements included in
the Company's Quarterly Reports on Form 10-Q, and for services that are normally provided by MGO in connection with statutory and regulatory filings or engagements, totaled approximately $150,000.
Audit-Related Fees. Fees billed to
the Company by MGO during 2019 for audit-related services that were reasonably related to the performance of the audit or
review of
the Company's financial statements and are not reported under the preceding paragraph totaled $0.
Tax Fees. Fees billed to
the Company by MGO during 2019 for professional services rendered for tax compliance, tax advice and tax planning totaled $0.
All Other Fees. Other fees billed to
the Company by MGO were $0 for 2019. MGO does not audit
the Company’s 401(k) plan.
The Audit Committee has considered whether MGO’s provision of services other than professional services rendered for the audit and review of our financial statements is compatible with maintaining
MGO’s independence and has determined that it is so compatible.
All audit, audit-related, tax and other services were pre-approved by the Audit Committee pursuant to applicable regulations. The Audit Committee currently pre-approves all engagements of the
Company’s accountants to provide both audit and non-audit services and has not established formal pre-approval policies or procedures. The Audit Committee did not approve any non-audit services pursuant to Rule 2-01 (c) (7) (i) (C) of Regulation S-X
during 2019.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
(b)
|
Exhibits
|
| |
|
| |
+
|
|
Asset Purchase Agreement, dated November 8, 2018, by and among RCM Technologies (USA), Inc., Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC, as Sellers, certain members of Sellers, and,
solely for purposes of being bound by the Parent Guarantee (as defined therein) in such agreement, RCM Technologies, Inc.; incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 15, 2018. |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
Description of Common Stock filed with the Securities and Exchange Commission on March 5, 2000. |
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
|
|
(b)
|
Exhibits (Continued)
|
| |
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
*
|
|
|
| |
|
|
|
| |
|
|
Third Amended & Restated Loan and Security Agreement, dated as of August 9, 2018, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in
its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 10(d) to the Registrant’s Quarterly Report on Form 10-Q for this fiscal quarter ended June 30, 2018, filed
with the Securities and Exchange Commission on August 14, 2018. |
| |
|
|
|
| |
|
|
First Amendment to Third Amended and Restated Loan Agreement, dated as of August 9, 2018, by and among the Company and all of its subsidiaries, and Citizens Bank, N.A., a national banking association (as
successor by merger to Citizens Bank of Pennsylvania), in its capacities as lender and as administrative agent and arranger; incorporated by reference to Exhibit 99 to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 22, 2019. |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
Certifications of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. ( Filed herewith) |
| |
|
|
|
| |
|
|
Certifications of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. ( Filed herewith) |
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
|
|
(b)
|
Exhibits (Continued)
|
| |
|
|
|
| |
|
|
Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended.) ( Previously filed) |
| |
|
|
|
| |
|
|
Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended.) ( Previously filed) |
| |
|
|
|
| |
*
|
Constitutes a management contract or compensatory plan or arrangement. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
RCM Technologies, Inc.
|
| |
|
|
|
| |
|
|
|
|
|
|
By:
|
|
| |
|
|
|
| |
|
|
Executive Chairman and President
|
| |
|
|
|
| |
|
|
|
|
|
|
By:
|
|
| |
|
|
|
| |
|
|
Chief Financial Officer, Treasurer and Secretary
|
RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
CERTIFICATION
1.
I have reviewed this annual report on Form 10-K/A of RCM Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
|
|
Executive Chairman and President
|
RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
CERTIFICATION
I, Kevin Miller, certify that:
1.
I have reviewed this annual report on Form 10-K/A of RCM Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
