UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 9, 2005
RCM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 1-10245 95-1480559
---------- ------------- --------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 08109-4613
------------------------------------------ ---------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 486-1777
---------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
_ Written communications pursuant to Rule 425 under the Section Act (17 CFR
230.425).
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
_ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240-14d-2(b)).
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c)).
3
Item 2.02. Results of Operations and Financial Condition.
On November 9, 2005, the Registrant issued a press release regarding its
financial results for the thirty-nine weeks and thirteen weeks ended October 1,
2005. A copy of the press release is furnished as Exhibit 99 to this report.
Use of Non-GAAP Financial Information
To supplement its consolidated financial statements presented in accordance with
GAAP, the Registrant uses certain non-GAAP financial measures, including EBITDA
and EBITDA per share, which are derived from results based on GAAP. Non-GAAP
adjustments are provided to enhance the user's overall understanding of the
Registrant's current financial performance and its prospects for the future,
including its results of operations, cash generated and resources available for
strategic opportunities including reinvestment in the business and acquisitions.
In addition, the Registrant has historically reported similar non-GAAP results
to the investment community, and, as a result, believes the inclusion of
non-GAAP presentations provides consistency in its financial reporting. Further,
the non-GAAP results are one of the primary indicators management uses for
planning and forecasting in future periods. The presentation of this additional
information is not meant to be considered in isolation or as a substitute for
results prepared in accordance with accounting principles generally accepted in
the United States.
The information set forth under this "Item 2.02. Results of Operations and
Financial Condition" (including the exhibit) shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be incorporated by reference in any filing made by the
Registrant pursuant to the Securities Act of 1933, as amended, other than to the
extent that such filing incorporates by reference any or all of such information
by express reference thereto.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit Number Exhibit Title
99 Press Release by the Registrant, dated
November 9, 2005, furnished in accordance with
Item 2.02 of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RCM TECHNOLOGIES, INC.
By:
--------------------------------------------
Stanton Remer
Executive Vice President,
Chief Financial Officer, Treasurer and
Secretary
Dated: November 9, 2005
Exhibit Index
Exhibit Number Exhibit Title
99 Press Release by the Registrant,
dated November 9, 2005, furnished in accordance
with Item 2.02 of this Current Report on Form 8-K.