UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 12, 2007
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RCM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 1-10245 95-1480559
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 08109-4613
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 486-1777
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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)).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 7, 2007, the Board of Directors of RCM Technologies, Inc. (the
"Company") and the Compensation Committee of the Company's Board of Directors
approved certain amendments to the following agreements between the Company and
Leon Kopyt: the Amended and Restated Employment Agreement, entered into on
November 30, 1996, (the "Employment Agreement"); the Second Amended and Restated
Termination Benefits Agreement, made March 18, 1997, (the "Termination
Agreement"); and the Severance Agreement, entered into on June 10, 2002, (the
"Severance Agreement" and with the Employment Agreement and the Termination
Agreement collectively hereinafter referred to as the "Agreements"). Mr. Kopyt
agreed to each of these amendments on December 12, 2007 (collectively, the
"Amendments").
The Amendments primarily add or modify provisions of the Agreements to comply
with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code") and regulations or other guidance of the Internal Revenue
Service published thereunder. Among the changes is the payment, in connection
with a covered termination under the Agreements, of a lump sum cash payment
equal in value to the cost of continuing Mr. Kopyt under the Company's life,
disability and other employee benefits programs for the relevant severance
period set forth in the applicable Agreement, plus a gross-up amount to cover
the relevant taxes associated with such payment; prior to the Amendments, the
Agreements provided that the Company would either continue, pay or make
available these benefits for the relevant severance period. The Amendments also
require that Mr. Kopyt pay the applicable monthly premiums for the cost of
family health insurance coverage during the relevant severance period and the
Company will reimburse him the monthly cost of such coverage, less the amount
that he was required to pay for such coverage immediately prior to his
termination date, plus an additional gross-up amount for the relevant taxes on
such reimbursement; prior to the Amendments, the Agreements provided that the
Company would either continue, pay or make available this benefit for the
relevant severance period. The Amendment to the Employment Agreement also
provides that in the event of the death of Mr. Kopyt, the death benefit payable
thereunder will be paid in a lump sum, as opposed to payable weekly over the six
month period following the date of his death.
The Amendments also include the requirement to delay in certain circumstance the
payment of any applicable severance for six months following Mr. Kopyt's
termination of employment; however, in such circumstances the Company must
establish a rabbi trust and contribute to such rabbi trust an amount sufficient
to cover the Company's obligations to pay such delayed amounts, plus an
additional amount to cover an interest payment on such amounts at annual rate
equal to the prime rate.
The Amendments also make conforming changes to the Agreements by adding the
requirement to the Employment Agreement and the Severance Agreement that the
Company will (i) provide Mr. Kopyt with a full-gross up for any excise taxes
under Section 280G of the Code for amounts payable under such agreements or
otherwise, and (ii) cover the reasonable fees and costs of counsel retained by
Mr. Kopyt in the event he is required to enforce his rights under either
agreement. Prior to the Amendments, these requirements were only provided for in
the Termination Agreement.
1
Lastly, the Amendments modified the formula for determining Mr. Kopyt's cash
severance under the Agreements for the portion that is based on his bonus for
the most recently completed fiscal year by providing that the bonus for this
purpose will be determined based on the maximum bonus that he was eligible to
receive during such prior fiscal year, as opposed to the bonus that he received
during such fiscal year.
The Amendments to the Agreements do not change the base salary, target
incentives, long-term compensation or any other remunerative aspect of the
agreement in any material respect, other than as described above and for Section
409A compliance reasons.
The foregoing descriptions are qualified in their entirety by references to the
Amendments to the above-listed Agreements filed as Exhibits to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
Exhibit Number Exhibit Title
10.1+ Amendment No. 1, dated December 12, 2007, to the Amended
and Restated Employment Agreement, entered into on
November 30, 1996, between Leon Kopyt and
RCM Technologies, Inc.
10.2+ Amendment No. 1, dated December 12, 2007, to the Second
Amended and Restated Termination Benefits Agreement,
made March 18, 1997, between Leon Kopyt and RCM
Technologies, Inc.
10.3+ Amendment No. 1, dated December 12, 2007, to the
Severance Agreement, entered into on
June 10, 2002, between Leon Kopyt and RCM
Technologies, Inc.
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+ Compensatory plan or arrangement.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RCM TECHNOLOGIES, INC.
By: s//Stanton Remer
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Stanton Remer
Chief Financial Officer, Treasurer and
Secretary
Dated: December 12, 2007
EXHIBIT INDEX
Exhibit Number Exhibit Title
10.1+ Amendment No. 1, dated December 12, 2007, to the
Amended and Restated Employment
Agreement, entered into on November 30, 1996,
between Leon Kopyt and RCM Technologies, Inc.
10.2+ Amendment No. 1, dated December 12, 2007, to the
Second Amended and Restated
Termination Benefits Agreement, made
March 18, 1997, between Leon Kopyt and RCM
Technologies, Inc.
10.3+ Amendment No. 1, dated December 12, 2007, to the
Severance Agreement, entered into on
June 10, 2002, between Leon Kopyt and
RCM Technologies, Inc.
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+ Compensatory plan or arrangement.