RCM TECHNOLOGIES INC files prospectus.
IFN Smart Edgar News - November 07, 1997 20:01
%COM %Prospect RCMT V%IFN P%SMRT
Excerpted from 424B1 filed on 11/07 by RCM TECHNOLOGIES INC:
RCM TECHNOLOGIES INC files prospectus.
THE OFFERING
Securities Being Offered:
This Prospectus relates to an offering by the Company of 157,342 shares of
common stock, $.05 par value per share ("Common Stock"), issuable upon the
exercise, if at all, of certain outstanding Class C Warrants (the "Warrants")
that were issued by the Company in a public offering that was completed on
August 22, 1989. The Warrants are subject to an exercise price, after giving
effect to certain adjustment events, of $15.00 per share of Common Stock, and
are scheduled to expire on December 31, 1997.
This Prospectus also relates to the potential resale, subject to material
resrictions upon sale, of up to 1,500,813 shares, as described under "SELLING
SECURITY HOLDERS" below, of Common Stock, previously issued by the Company in
private transactions, pursuant to registration rights granted by the Company in
conjunction with such transactions. These shares are being offered by the
holders identified as "Selling Security Holders" in this Prospectus, including
1,234,201 shares being offered by certain directors and officers. The shares
being offered by the Selling Security Holders are subject to contractual
restrictions on resale prior to December 7, 1997. Thereafter, the Selling
Security Holders have agreed to further restrictions upon resale of the shares.
See "SELLING SECURITY HOLDERS."
The shares of Common Stock offered by the Selling Security Holders may be
offered for sale from time to time by the holders thereof in regular brokerage
transactions, either directly or through brokers or to dealers, in private sales
or negotiated transactions, or otherwise, at prices related to then prevailing
market prices. The Company will not receive any proceeds from the sale of shares
of Common Stock by the Selling Security Holders although it will receive
proceeds from the exercise, if at all, of the Warrants. All expenses of the
registration of such securities will be borne by the Company. The Selling
Security Holders, and not the Company, will pay or assume all applicable
brokerage commissions or other costs of sale as may be incurred in the sale of
their securities.
The Common Stock is traded on The NASDAQ National Market under the symbol
"RCMT." On October 28, 1997, the closing price on NASDAQ was $12.50.
Number of shares of Common Stock outstanding......................7,582,206(1)
Number of shares of Common Stock which may be
issued upon the exercise of the Warrants............................157,342
Total number of shares of Common Stock
outstanding assuming exercise of the Warrants.....................7,739,548
Total number of shares of Common Stock being offered
by Selling Security Holders.......................................1,500,813
(End of Item Excerpt)
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