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): March 19, 2008
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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 3.02 Unregistered Sales of Equity Securities.
On March 19, 2008, RCM Technologies, Inc. (the "Registrant") issued to NuSoft
Solutions, Inc. ("NuSoft"), 700,000 shares (the "Shares") of the common stock,
par value $0.05, of the Registrant (the "Common Stock"), at an aggregate
offering price of $3,000,000, as part of the consideration for the acquisition
of certain assets from NuSoft. The stock value is subject to a valuation change
based on the restrictions on the resale of the common shares issued. The
issuance of the Shares was made in reliance on an exemption from registration of
the Shares under Rule 506 of Regulation D promulgated under the Securities Act
of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On March 19, 2008, the Registrant issued a press release announcing the
acquisition of NuSoft. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
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
99.1 Press Release by the Registrant, dated March 19, 2008.
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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
Stanton Remer
Chief Financial Officer, Treasurer and
Secretary
Dated: March 19, 2008
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Exhibit Index
Exhibit Number Exhibit Title
99.1 Press Release by the Registrant, dated March 19, 2008.