SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ........... to ...........
Commission file number 1-10245
RCM TECHNOLOGIES, INC.
Exact name of registrant as specified in its charter
Nevada 95-1480559
State of incorporation IRS Employer Identification No.
2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613
Address of principal executive offices
Registrant's telephone number, including area code: (856) 486-1777
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.05
(Title of Class)
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X ]
The aggregate market value of Common Stock held by non-affiliates of
the Registrant on February 26, 2003 was approximately $32,200,000 based upon the
closing price of the Common Stock on such date on The Nasdaq National Market of
$3.05. The information provided shall in no way be construed as an admission
that any person whose holdings are excluded from the figure is an affiliate or
that any person whose holdings are included is not an affiliate and any such
admission is hereby disclaimed. The information provided is included solely for
record keeping purposes of the Securities and Exchange Commission.
The number of shares of Registrant's Common Stock (par value $0.05 per
share) outstanding as of February 26, 2003: 10,626,076.
Documents Incorporated by Reference
Portions of the Proxy Statement for the Registrant's 2003 Annual
Meeting of Stockholders (the "2003 Proxy Statement") are incorporated by
reference into Items 10,11,12 and 13 in Part III of this Annual Report on Form
10-K. If the 2003 Proxy Statement is not filed by April 30, 2003, an amendment
to this Annual Report on Form 10-K setting forth this information will be duly
filed with the Securities and Exchange Commission.
Explanatory Note
This Amendment No. 1 is filed solely to amend Exhibit (10) (l) Second
Amendment and Modification to Amended and Restated Loan and Security Agreement
dated February 26, 2003, between RCM Technologies, Inc. and all of its
Subsidiaries and Citizens Bank of Pennsylvania, as Administrative Agent and
Arranger.
SIGNATURE
Pursuant to the requiremetns 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, thereto duly authorized.
RCM Technologies, Inc.
Date: March 3, 2003 By:/S/ Stanton Remer
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Stanton Remer
Chief Financial Office, Treasurer and Secretary