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<SEC-DOCUMENT>0000950116-00-002912.txt : 20001220
<SEC-HEADER>0000950116-00-002912.hdr.sgml : 20001220
ACCESSION NUMBER:		0000950116-00-002912
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001219
EFFECTIVENESS DATE:		20001219

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RCM TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000700841
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HELP SUPPLY SERVICES [7363]
		IRS NUMBER:				951480559
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-52206
		FILM NUMBER:		792001

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVE STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109
		BUSINESS PHONE:		6094861777

	MAIL ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>S-8
<TEXT>

<PAGE>

    As filed with the Securities and Exchange Commission on December 18, 2000
                                                     Registration No. 333-_____
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------

                             RCM TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                                      95-1480559
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation of organization)

                        2500 McClellan Avenue, Suite 350
                        Pennsauken, New Jersey 08109-4613
                    (Address of principal executive offices)

                        2001 Employee Stock Purchase Plan
                            (Full title of the plan)

                                   Leon Kopyt
                      President and Chief Executive Officer
                             RCM Technologies, Inc.
                        2500 McClellan Avenue, Suite 350
                           Pennsauken, NJ 080109-4613
                                 (856) 486-1777
 (Name, Address and Telephone Number, including area code, of Agent for Service)

                                   Copies to:
                           Richard A. Silfen, Esquire
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                           Philadelphia, PA 19103-2921
                                 (215) 963-5000

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
=======================================================================================================================
    Title of Securities        Number of`           Proposed Maximum      Proposed Maximum
           to be              Shares to be           Offering Price           Aggregate              Amount of
        Registered             Registered             Per Share(1)        Offering Price(1)    Registration Fee (1)
- -----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                    <C>                   <C>
Common stock,                  500,000(2)               $3.406               $1,703,000               $449.59
$0.05 par value
=======================================================================================================================
</TABLE>

(1)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
         amended, based upon the average of the high and low prices of the
         Registrant's common stock, as reported in the Nasdaq National Market on
         December 14, 2000.
(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers such additional shares as may
         hereafter be offered or issued to prevent dilution resulting from stock
         splits, stock dividends, recapitalizations or certain other capital
         adjustments.

===============================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, as filed by RCM Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement and made a
part hereof:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999, as amended on Form 10-K/A filed with the Commission on
February 28, 2000;

         (b) The Registrant's Transition Report on Form 10-Q for the transition
period from November 1, 1999 to December 31, 1999;

         (c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;

         (d) The Registrant's Current Report on Form 8-K filed with the
Commission on January 28, 2000;

         (e) The description of Registrant's common stock, par value $0.05,
contained in the Registrant's Registration Statement filed on Form 10 on March
1, 1982.

         All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference from the date of filing of such documents. Any
statement contained in a document, incorporated, or deemed to be, by reference
herein or contained in this registration statement, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.


         Subsection 1 of Section 78.7502 of the Nevada Revised Statutes ("NRS")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprises (an "Indemnified Party"), against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnified Party in connection with
such action, suit or proceeding if the Indemnified Party acted in good faith and
in a manner the Indemnified Party reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe the Indemnified Party's
conduct was unlawful.

         Subsection 2 of Section 78.7502 of the NRS empowers a corporation to
indemnify any Indemnified Party who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in the capacity of an Indemnified Party against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by the Indemnified Party in connection with the defense or
settlement of such action or suit if the Indemnified Party acted under standards
similar to those set forth above, except that no indemnification may be made in
respect of any claim, issue or matter as to which the Indemnified Party shall
have been adjudged to be liable to the corporation or for amounts paid in
settlement to the corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that in view
of all the circumstances, the Indemnified Party is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

         Section 78.7502 of the NRS further provides that to the extent an
Indemnified Party has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in Subsection (1) or (2) described
above or in the defense of any claim, issue or matter therein, the corporation
shall indemnify the Indemnified Party against expenses (including attorneys'
fees) actually and reasonably incurred by the Indemnified Party in connection
therewith.

         Subsection 1 of Section 78.751 of the NRS provides that any
discretionary indemnification under Section 78.7502 of the NRS, unless ordered
by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made
by a corporation only as authorized in the specific case upon a determination
that indemnification of the Indemnified Person is proper in the circumstances.
Such determination must be made (a) by the stockholders, (b) by the board of
directors of the corporation by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding, (c) if a
majority vote of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by independent legal
counsel in a written opinion if a quorum of such disinterested directors cannot
be obtained.

                                      II-2
<PAGE>

         Subsection 2 of Section 78.751 of the NRS provides that a corporation's
articles of incorporation or bylaws or an agreement made by the corporation may
require the corporation to pay as incurred and in advance of the final
disposition of a criminal or civil action, suit or proceeding, the expenses of
officers and directors in defending such action, suit or proceeding upon receipt
by the corporation of an undertaking by or on behalf of the officer or director
to repay the amount if it is ultimately determined by a court that he is not
entitled to be indemnified by the corporation. Said Subsection 2 further
provides that the provisions of that Subsection 2 do not affect any rights to
advancement of expenses to which corporate personnel other than officers and
directors may be entitled under contract or otherwise by law.

         Subsection 3 of Section 78.751 of the NRS provides that indemnification
and advancement of expenses authorized in or ordered by a court pursuant to said
Section 78.751 does not exclude any other rights to which the Indemnified Party
may be entitled under the articles of incorporation or any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or in another capacity while holding his office.
However, indemnification, unless ordered by a court pursuant to Section 78.7502
or for the advancement of expenses under Subsection 2 of Section 78.751 of the
NRS, may not be made to or on behalf of any director or officer of the
corporation if a final adjudication establishes that his or her acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action. Additionally, the scope of such
indemnification and advancement of expenses shall continue as to an Indemnified
party who has ceased to hold one of the positions specified above, and shall
inure to the benefit of his or her heirs, executors and administrators.

         The Registrant's Articles of Incorporation provide that the Company
shall, to the full extent permitted by the NRS, indemnify all persons whom it
has the power to indemnify pursuant thereto, including officers and directors of
Registrant.

         Section 78.752 of the NRS empowers a corporation to purchase and
maintain insurance or make other financial arrangements on behalf of an
Indemnified Party for any liability asserted against such person and liabilities
and expenses incurred by such person in his or her capacity as an Indemnified
Party or arising out of such person's status as an Indemnified Party whether or
not the corporation has the authority to indemnify such person against such
liability and expenses.

         The Registrant's Articles of Incorporation authorize the Registrant to
maintain insurance to cover such liabilities. The Registrant has purchased
Directors' and Officer's Liability Insurance to protect directors and officers
of the Registrant from any liability asserted against them for acts taken or
omissions occurring in their capacities as such. The Registrant's policy has an
aggregate liability limit of $10,000,000. The Registrant is not required to
maintain such insurance and there can be no assurance that the Registrant will
continue to maintain such insurance or coverage in such amounts.

          Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the

                                      II-3
<PAGE>

Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issuer.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.

           Exhibit
            Number                     Exhibit
            ------                     -------
              4         2001 Employee Stock Purchase Plan
              5         Opinion of Schreck Brignone Godfrey
             23.1       Consent of Grant Thornton LLP
             23.2       Consent of Schreck Brignone Godfrey (included in
                        Exhibit 5)
             24         Power of Attorney (included in signature page)

Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed


                                      II-4
<PAGE>

         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement.

             (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the Registration statement
         or any material change to such information in the Registration
         Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-5

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Pennsauken, state of New Jersey on this 19 day of
December, 2000.

                                      RCM TECHNOLOGIES, INC.


                                      By: /s/ Leon Kopyt
                                          -------------------------------------
                                          Leon Kopyt
                                          President and Chief Executive Officer



         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Leon Kopyt, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments to the Registration Statement),
and to file the same, with all exhibits thereto, and any other documents in
connection therewith, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

           Signature                            Title                                  Date
           ---------                            -----                                  ----

<S>                                   <C>                                         <C>
/s/ Leon Kopyt                        Chairman of the Board of Directors,         December 19, 2000
- ----------------------------          President and Chief Executive
Leon Kopyt                            Officer (Principal Executive Officer)

/s/ Stanton Remer                      Director, Chief Financial Officer,         December 19, 2000
- ----------------------------           Treasurer and Secretary (Principal
Stanton Remer                          Financial and Accounting Officer)

/s/ Norman S. Berson                   Director                                   December 19, 2000
- ----------------------------
Norman S. Berson


/s/ Robert B. Kerr                     Director                                   December 19, 2000
- ----------------------------
Robert B. Kerr


/s/ Woodrow B. Moats, Jr.              Director                                   December 19, 2000
- ----------------------------
Woodrow B. Moats, Jr.


/s/ Brian Delle Donne                  Director and Chief Operating Officer       December 19, 2000
- ----------------------------
Brian Delle Donne
</TABLE>

<PAGE>


                             RCM TECHNOLOGIES, INC.

                                INDEX TO EXHIBITS


Exhibit Number        Document
- --------------        --------

         4            2001 Employee Stock Purchase Plan
         5            Opinion of Schreck Brignone Godfrey
        23.1          Consent of Grant Thornton LLP
        23.2          Consent of Schreck Brignone Godfrey (included in
                      Exhibit 5)
        24            Power of Attorney (included in signature page)









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>


<PAGE>

                             RCM TECHNOLOGIES, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

       The purpose of the RCM Technologies, Inc. 2001 Employee Stock Purchase
Plan is to provide eligible employees of the Company and its subsidiaries an
opportunity to purchase common stock of RCM Technologies, Inc. ("the Company").
The Board of Directors of the Company believes that employee participation in
stock ownership will be to the mutual benefit of the employees and the Company.
The Plan must be approved by the stockholders of the Company within 12 months
after the date on which the Plan is adopted.

                                    ARTICLE I
                                   Definitions

       Sec. 1.01 "Board of Directors" means the Board of Directors of the
Company.

       Sec. 1.02 "Code" means the Internal Revenue Code of 1986, as amended.
References to specific sections of the Code shall be taken to be references to
corresponding sections of any successor statute.

       Sec. 1.03 "Committee" means the committee appointed by the Board of
Directors to administer the Plan, as provided in Section 5.04.

       Sec. 1.04 "Company" means RCM Technologies, Inc., a Nevada corporation,
or any successor by merger or otherwise.

       Sec. 1.05 "Compensation" means a Participant's base wages, overtime pay,
commissions, cash bonuses, premium pay and shift differential, before giving
effect to any compensation reductions made in connection with plans described in
section 401(k) or 125 of the Code.

       Sec. 1.06 "Effective Date" shall mean January 1, 2001.

       Sec. 1.07 "Election Date" means 30 days before each July 1 and January 1
or such other dates as the Committee shall specify; provided that the first
Election Date for the Plan shall be the Effective Date.

       Sec. 1.08 "Eligible Employee" means each employee of the Employer:

       (i) Who is employed by the Employer as an employee (and not as an
independent contractor),

       (ii) Whose customary employment is for more than 20 hours per week and
for more than five months per year,


<PAGE>

       (iii) Who is not deemed for purposes of section 423(b)(3) of the Code to
own stock possessing five percent or more of the total combined voting power or
value of all classes of stock of the Company or any subsidiary, and

       (iv) Who has completed at least one year of service with the Employer,
including any period of service with any predecessor business unit acquired by
the Employer (whether by asset purchase, stock purchase, merger or otherwise).

       Sec. 1.09 "Employer" means the Company and each Subsidiary.

       Sec. 1.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and as the same may hereafter be amended.

       Sec. 1.11 "Market Value" means the last price for the Stock as reported
on the principal market on which the Stock is traded for the date of reference.
If there was no such price reported for the date of reference, "Market Value"
means the last reported price for the Stock on the day next preceding the date
of reference for which such price was reported or, if there was no such reported
price, the fair market value as determined by the Committee.

       Sec. 1.12 "Participant" means each Eligible Employee who elects to
participate in the Plan.

       Sec. 1.13 "Plan" means the RCM Technologies, Inc. 2001 Employee Stock
Purchase Plan, as set forth herein and as hereafter amended.

       Sec. 1.14 "Plan Year" means each calendar year during which the Plan is
in effect.

       Sec. 1.15 "Purchase Agreement" means the instrument prescribed by the
Committee pursuant to which an Eligible Employee may enroll as a Participant and
subscribe for the purchase of shares of Stock on the terms and conditions
offered by the Company. The Purchase Agreement is intended to evidence the
Company's offer of an option to the Eligible Employee to purchase Stock on the
terms and conditions set forth therein and herein.

       Sec. 1.16 "Purchase Date" means the last day of each Purchase Period.

       Sec. 1.17 "Purchase Period" means each six-month period or other period
specified by the Committee, beginning on or after the Effective Date, during
which the Participant's Stock purchase is funded through payroll deduction
accumulations.

       Sec. 1.18 "Purchase Price" means the purchase price for shares of Stock
purchased under the Plan, determined as set forth in Section 3.03.

       Sec. 1.19 "Stock" means the common stock of the Company.

                                       2
<PAGE>

       Sec. 1.20 "Subsidiary" means any present or future corporation which (i)
constitutes a "subsidiary corporation" of the Company as that term is defined in
section 424 of the Code and (ii) is designated as a participating entity in the
Plan by the Committee.

                                   ARTICLE II
                           Admission to Participation

       Sec. 2.01 Initial Participation. An Eligible Employee may elect to
participate in the Plan and may become a Participant effective as of any
Election Date, by executing and filing with the Committee a Purchase Agreement
at such time in advance of the Election Date as the Committee shall prescribe.
The Purchase Agreement shall remain in effect until it is modified through
discontinuance of participation under Section 2.02 or a change under Section
3.05.

       Sec. 2.02 Discontinuance of Participation.

       (a) A Participant may voluntarily cease his or her participation in the
Plan and stop payroll deductions at any time by filing a notice of cessation of
participation on such form and at such time in advance of the Purchase Date as
the Committee shall prescribe. A Participant who ceases contributions during a
Purchase Period may not make additional contributions to the Plan during the
Purchase Period. The Company shall pay a Participant who ceases contributions
during a Purchase Period any funds held in his or her account under the Plan.
The Participant may again elect to participate in the Plan on the next Election
Date, if the Participant is then an Eligible Employee.

       (b) If a Participant terminates his or her employment with the Employer
for any reason or otherwise ceases to be an Eligible Employee, his or her
participation in the Plan automatically shall cease, no further purchase of
Stock shall be made for the Participant, and the Company shall pay to the
Participant (or, if the Participant terminates employment with the Employer on
account of death, to the Participant's executor, administrator or other personal
representative) any funds held in his or her account under the Plan.

       Sec. 2.03 Readmission to Participation. Any Eligible Employee who has
previously been a Participant, who has discontinued participation (whether by
cessation of eligibility or otherwise), and who wishes to be reinstated as a
Participant may again become a Participant by executing and filing with the
Committee a new Purchase Agreement. Reinstatement to Participant status shall be
effective as of any Election Date, provided the Participant files a new Purchase
Agreement with the Committee at such time in advance of the Election Date as the
Committee shall prescribe.

                                   ARTICLE III
                            Stock Purchase and Resale

       Sec. 3.01 Reservation of Shares. There shall be 500,000 shares of Stock
reserved for issuance or transfer under the Plan, subject to adjustment in
accordance with Section 4.02. Except as provided in Section 4.02, the aggregate
number of shares of Stock that may be purchased under the Plan shall not exceed
the number of shares of Stock reserved under the Plan.

                                       3
<PAGE>

       Sec. 3.02 Limitation on Shares Available.

       (a) The maximum number of shares of Stock that may be purchased for each
Participant on a Purchase Date is the lesser of (a) the number of whole shares
of Stock that can be purchased by applying the full balance of the Participant's
withheld funds to the purchase of shares of Stock at the Purchase Price, or (b)
the Participant's proportionate part of the maximum number of shares of Stock
available under the Plan, as stated in Section 3.01.

       (b) Moreover, the maximum number of shares that a Participant may
purchase during a Purchase Period is 1,000 shares (subject to the limits of
Section 3.02(d) and subject to adjustment as described in Section 4.02).
Further, the maximum number of shares that all Participants may purchase, in the
aggregate, during a Purchase Period is 250,000 shares (subject to adjustment as
described in Section 4.02). If necessary, the maximum number of shares that a
Participant may purchase during a Purchase Period shall be adjusted as
determined by the Committee, to reflect the maximum number of shares that all
Participants may purchase, in the aggregate, during a Purchase Period. Before
the beginning of a Purchase Period, the Committee may increase or decrease these
maximum share limits for the Purchase Period and subsequent Purchase Periods.
The adjusted maximum share limits shall continue in effect until again adjusted
by the Committee.

       (c) Notwithstanding the foregoing, if any person entitled to purchase
shares pursuant to any offering under the Plan would be deemed for purposes of
section 423(b)(3) of the Code to own stock (including any number of shares of
Stock that such person would be entitled to purchase under the Plan) possessing
five percent or more of the total combined voting power or value of all classes
of stock of the Company or any subsidiary, the maximum number of shares of Stock
that such person shall be entitled to purchase pursuant to the Plan shall be
reduced to that number which, when added to the number of shares of stock that
such person is deemed to own (excluding any number of shares of Stock that such
person would be entitled to purchase under the Plan), is one less than such five
percent. Any amounts withheld from a Participant's compensation that cannot be
applied to the purchase of Stock by reason of the foregoing limitation shall be
returned to the Participant as soon as practicable.

       (d) A Participant may not purchase shares of Stock having an aggregate
Market Value of more than $25,000, determined at the beginning of each Purchase
Period, for any calendar year in which one or more offerings under this Plan are
outstanding at any time, and a Participant may not purchase a share of Stock
under any offering after the expiration of the Purchase Period for the offering.

       Sec. 3.03 Purchase Price of Shares.

       (a) Unless the Committee determines otherwise, the Purchase Price per
share of the Stock to be sold to Participants under the Plan shall be the lower
of:

              (i) 85% of the Market Value of such share on the first day of the
       Purchase Period, or

                                       4
<PAGE>

               (ii) 85% of the Market Value of such share on the Purchase Date.

       (b) The Committee may determine that the Purchase Price shall be the
Market Value, or a percentage of the Market Value, on either of the first day of
the Purchase Period or the Purchase Date, or the lower of such values, so long
as the percentage shall not be lower than 85% of such Market Value.

       Sec. 3.04 Exercise of Purchase Privilege.

       (a) As of the first day of each Purchase Period, each Participant shall
be granted an option to purchase shares of Stock at the Purchase Price specified
in Section 3.03. The option shall continue in effect through the Purchase Date
for the Purchase Period. Subject to the provisions of Section 3.02 above, on
each Purchase Date, the Participant shall automatically be deemed to have
exercised his or her option to purchase shares of Stock, unless he or she
notifies the Committee, in such manner and at such time in advance of the
Purchase Date as the Committee shall prescribe, of his or her desire not to make
such purchase.

       (b) Subject to the provisions of Section 3.02, there shall be purchased
for the Participant on each Purchase Date, at the Purchase Price for the
Purchase Period, the largest number of whole shares of Stock as can be purchased
with the amounts withheld from the Participant's Compensation during the
Purchase Period. Each such purchase shall be deemed to have occurred on the
Purchase Date occurring at the close of the Purchase Period for which the
purchase was made. Any amounts that are withheld from a Participant's
Compensation in a Purchase Period and that remain after the purchase of whole
shares of Stock on a Purchase Date will be held in the Participant's account,
without interest, and applied on the Participant's behalf to purchase Stock on
the next Purchase Date.

       Sec. 3.05 Payroll Deductions. Each Participant shall authorize payroll
deductions from his or her Compensation for the purpose of funding the purchase
of Stock pursuant to his or her Purchase Agreement. In the Purchase Agreement,
each Participant shall authorize an after-tax payroll deduction from each
payment of Compensation during the Purchase Period in integral percentage
amounts ranging from 1% to 10% of such Participant's Compensation, but in no
event shall Participant be able to authorize more than $10,000 per year toward
the purchase of Stock pursuant to his or her Purchase Agreement. A Participant
may change the deduction to any permissible level effective as of any Election
Date. A change shall be made by filing with the Committee a notice in such form
and at such time in advance of the Election Date on which the change is to be
effective as the Committee shall prescribe. Except as provided in Section 2.02,
a Participant may not change his or her percentage amounts during the Purchase
Period.

       Sec. 3.06 Payment for Stock. The Purchase Price for all shares of Stock
purchased by a Participant under the Plan shall be paid out of the Participant's
authorized payroll deductions. All funds received or held by the Company under
the Plan are general assets of the Company, shall be held free of any trust or
other restriction, and may be used for any corporate purpose.

                                       5
<PAGE>

       Sec. 3.07 Share Ownership; Issuance of Certificates.

       (a) The shares of Stock purchased by a Participant on a Purchase Date
shall, for all purposes, be deemed to have been issued or sold at the close of
business on the Purchase Date. Prior to that time, none of the rights or
privileges of a stockholder of the Company shall inure to the Participant with
respect to such shares of Stock. All the shares of Stock purchased under the
Plan shall be delivered by the Company in a manner as determined by the
Committee.

       (b) The Committee, in its sole discretion, may determine that shares of
Stock shall be delivered by (i) issuing and delivering to the Participant a
certificate for the number of shares of Stock purchased by the Participant, (ii)
issuing and delivering certificates for the number of shares of Stock purchased
to a firm which is a member of the National Association of Securities Dealers,
as selected by the Committee from time to time, which shares shall be maintained
by such firm in a separate brokerage account for each Participant, or (iii)
issuing and delivering certificates for the number of shares of Stock purchased
by Participants to a bank or trust company or affiliate thereof, as selected by
the Committee from time to time, which shares may be held by such bank or trust
company or affiliate in street name, but with a separate account maintained by
such entity for each Participant reflecting such Participant's share interests
in the Stock. Each certificate or account, as the case may be, may be in the
name of the Participant or, if he or she so designates on the Participant's
Purchase Agreement, in the Participant's name jointly with the Participant's
spouse, with right of survivorship, or in such other form as the Committee may
permit.

       (c) The Committee, in its sole discretion, may impose such restrictions
or limitations as it shall determine on the resale of Stock, the issuance of
individual stock certificates or the withdrawal from any stockholder accounts
established for a Participant.

       (d) If, under Section 3.07(b), certificates for Stock are held for the
benefit of the Participant, any dividends payable with respect to shares of
Stock credited to a stockholder account of a Participant will, at the
Participant's election, either be (i) reinvested in shares of Stock and credited
to the Participant's account or (ii) paid directly to the Participant. If
dividends are reinvested in shares of Stock, such reinvestment shall be made
based on the Market Value of the Stock at the date of the reinvestment, with no
discount from Market Value.

       Sec. 3.08 Distribution of Shares or Sale of Stock.

       (a) In accordance with the procedures established by the Committee, a
Participant may request a distribution of shares of Stock purchased for the
Participant under the Plan or order the sale of such shares. However, a
Participant may not receive a distribution of any shares of Stock acquired under
the Plan within two years after the beginning of the Purchase Period in which
the Stock is purchased.

       (b) In accordance with the procedures established by the Committee, the
Participant may elect to sell the shares of Stock from the stockholder account
established pursuant to Section 3.07(b) under the Plan.

                                       6
<PAGE>

       (c) In accordance with the procedures established by the Committee, if a
Participant terminates his or her employment with the Employer for any reason or
ceases to be an Eligible Employee, the Committee may (i) require the Participant
to sell the shares of Stock from the account established pursuant to Section
3.07(b) under the Plan, or (ii) receive a distribution of his or her shares of
Stock held in any stockholder account established pursuant to Section 3.07(b),
unless the Participant elects (or, if the Participant terminates employment with
the Employer on account of death, the Participant's executor, administrator or
other personal representative elects) to have the shares of Stock sold in
accordance with such procedures as the Committee shall prescribe.

       (d) If a Participant is to receive a distribution of shares of Stock, or
if shares are to be sold, the distribution or sale shall be made in whole shares
of Stock. Any brokerage commissions resulting from a sale of Stock shall be
deducted from amounts payable to the Participant.


                                   ARTICLE IV
                               Special Adjustments

       Sec. 4.01 Shares Unavailable. If, on any Purchase Date, the aggregate
funds available for the purchase of Stock would purchase a number of shares in
excess of the number of shares of Stock then available for purchase under the
Plan, the following events shall occur:

       (a) The number of shares of Stock that would otherwise be purchased by
each Participant shall be proportionately reduced on the Purchase Date in order
to eliminate such excess; and

       (b) The Plan shall automatically terminate immediately after the Purchase
Date as of which the supply of available shares is exhausted.

       Sec. 4.02 Anti-Dilution Provisions. The aggregate number of shares of
Stock reserved for purchase under the Plan, as provided in Section 3.01, the
maximum number of shares that may be purchased by a Participant as provided in
Section 3.02(b), the total number of shares that may be purchased by all
Participants in a Purchase Period as provided in Section 3.02(b), and the
calculation of the Purchase Price per share may be appropriately adjusted by the
Committee to reflect any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend, or other increase or decrease in
such shares, if effected without receipt of consideration by the Company.

       Sec. 4.03 Effect of Certain Transactions. Subject to any required action
by the stockholders, if the Company shall be the surviving corporation in any
merger or consolidation, any offering hereunder shall pertain to and apply to
the shares of stock of the Company. However, in the event of a dissolution or
liquidation of the Company, or of a merger or consolidation in which the Company
is not the surviving corporation, the Plan and any offering

                                       7
<PAGE>

hereunder shall terminate upon the effective date of such dissolution,
liquidation, merger or consolidation, unless the Board determines otherwise, and
the balance of any amounts withheld from a Participant's Compensation which have
not by such time been applied to the purchase of Stock shall be returned to the
Participant.

                                    ARTICLE V
                                  Miscellaneous

       Sec. 5.01 Non-Alienation. The right to purchase shares of Stock under the
Plan is personal to the Participant, is exercisable only by the Participant
during the Participant's lifetime and may not be assigned or otherwise
transferred by the Participant.

       Sec. 5.02 Administrative Costs. The Company shall pay the administrative
expenses associated with the operation of the Plan (other than brokerage
commissions resulting from sales of Stock directed by Participants).

       Sec. 5.03 No Interest. No interest shall be payable with respect to
amounts withheld under the Plan.

       Sec. 5.04 Committee. The Board of Directors shall appoint the Committee,
which shall have the authority and power to administer the Plan and to make,
adopt, construe, and enforce rules and regulations not inconsistent with the
provisions of the Plan. The Committee shall adopt and prescribe the contents of
all forms required in connection with the administration of the Plan, including,
but not limited to, the Purchase Agreement, payroll withholding authorizations,
requests for distribution of shares, and all other notices required hereunder.
The Committee shall have the fullest discretion permissible under law in the
discharge of its duties. The Committee's interpretations and decisions with
respect to the Plan shall be final and conclusive.

       Sec. 5.05 Withholding of Taxes; Notification of Transfer.

       (a) All acquisitions and sales of Stock under the Plan shall be subject
to applicable federal (including FICA), state and local tax withholding
requirements if the Internal Revenue Service or other taxing authority requires
such withholding. The Company may require that Participants pay to the Company
(or make other arrangements satisfactory to the Company for the payment of) the
amount of any federal, state or local taxes that the Company is required to
withhold with respect to the purchase of Stock or the sale of Stock acquired
under the Plan, or the Company may deduct from the Participant's wages or other
compensation the amount of any withholding taxes dues with respect to the
purchase of Stock or the sale of Stock acquired under the Plan.

       (b) A Participant shall be required to advise the Committee immediately
if the Participant transfers (by sale, gift or other manner) any shares of Stock
acquired under the Plan within two years after the beginning of the Purchase
Period in which the Stock is purchased.

                                       8
<PAGE>

       Sec. 5.06 Amendment of the Plan. The Board of Directors may, at any time
and from time to time, amend the Plan in any respect, except that any amendment
that is required to be approved by the stockholders under section 423 of the
Code shall be submitted to the stockholders of the Company for approval.

       Sec. 5.07 Expiration and Termination of the Plan. The Plan shall continue
in effect for ten years from the Effective Date, unless terminated prior to that
date pursuant to the provisions of the Plan or pursuant to action by the Board
of Directors. The Board of Directors shall have the right to terminate the Plan
at any time without prior notice to any Participant and without liability to any
Participant. Upon the expiration or termination of the Plan, the balance, if
any, then standing to the credit of each Participant from amounts withheld from
the Participant's Compensation which has not, by such time, been applied to the
purchase of Stock shall be refunded to the Participant.

       Sec. 5.08 No Employment Rights. Participation in the Plan shall not give
an employee any right to continue in the employment of an Employer, and shall
not affect the right of the Employer to terminate the employee's employment at
any time, with or without cause.

       Sec. 5.09 Repurchase of Stock. The Company shall not be required to
purchase or repurchase from any Participant any of the shares of Stock that the
Participant acquires under the Plan.

       Sec. 5.10 Notice. A Purchase Agreement and any notice that a Participant
files pursuant to the Plan shall be on the form prescribed by the Committee and
shall be effective only when received by the Committee. Delivery of such forms
may be made by hand or by certified mail, sent postage prepaid, to the Company's
corporate headquarters, or such other address as the Committee may designate.
Delivery by any other mechanism shall be deemed effective at the option and
discretion of the Committee.

       Sec. 5.11 Government Regulation. The Company's obligation to sell and to
deliver the Stock under the Plan is at all times subject to all approvals of any
governmental authority required in connection with the authorization, issuance,
sale or delivery of such Stock.

       Sec. 5.12 Internal Revenue Code and ERISA Considerations. The Plan is
intended to constitute an "employee stock purchase plan" within the meaning of
section 423 of the Internal Revenue Code of 1986, as amended. The Plan is not
intended and shall not be construed as constituting an "employee benefit plan,"
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended.

       Sec. 5.13 Headings, Captions, Gender. The headings and captions herein
are for convenience of reference only and shall not be considered as part of the
text. The masculine shall include the feminine, and vice versa.

       Sec. 5.14 Severability of Provisions, Prevailing Law. The provisions of
the Plan shall be deemed severable. In the event any such provision is
determined to be unlawful or unenforceable by a court of competent jurisdiction
or by reason of a change in an applicable statute, the Plan shall continue to
exist as though such provision had never been included therein (or, in the case
of a change in an applicable statute, had been deleted as of the date of such
change). The Plan shall be governed by the laws of the Nevada to the extent such
laws are not in conflict with, or superseded by, federal law.

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>


<PAGE>
                                                                      EXHIBIT 5

                    [LETTERHEAD OF SCHRECK BRIGNONE GODFREY]


December 19, 2000

RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey  08109-4613

         Re:  Registration Statement on Form S-8
              ----------------------------------

Ladies and Gentlemen:

         We have acted as special Nevada counsel to RCM Technologies, Inc., a
Nevada corporation (the "Registrant"), in connection with the preparation of a
Registration on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of up to an
aggregate of 500,000 shares of the common stock, par value $0.05 per share (the
"Shares"), of the Registrant to be issued in connection with the Registrant's
2001 Employees Stock Purchase Plan, as amended (the "Plan").

         In rendering the opinions hereinafter expressed, we have made such
legal and factual examinations and inquiries as we have deemed necessary and
appropriate, including an examination of originals or copies certified or
otherwise identified to our satisfaction as being true reproductions of
originals, of all documents, records, agreements and other instruments as we
have deemed relevant, including (a) the Registration Statement, (b) the
Registrant's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws, (c) certain records of the Registrant's corporate proceedings
as reflected in its minute books, and (d) the Plan. We have also obtained from
officers and agents of the Registrant and from public officials, and have relied
upon, such certificates, representations and assurances as we have deemed
necessary and appropriate for purposes of this opinion.

         Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each document to which it is
a party, (ii) each natural person executing a document has sufficient legal
capacity to do so, (iii) all documents submitted to us as originals are
authentic, the signatures on all documents that we examined are genuine, and all
documents submitted to us as certified, conformed, photostatic or facsimile
copies conform to the original document, and (iv) all corporate records made
available to us by the Registrant and all public records reviewed are accurate
and complete.

         We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we



<PAGE>

do not purport to be experts on, or to express any opinion herein concerning, or
to assume any responsibility as to the applicability to or the effect on any of
the matters covered herein of, the law of any other jurisdiction. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities or "blue sky" laws.

         Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that, as of the
date hereof, the Shares have been duly authorized and, when and to the extent
the Shares have been registered under the Act and are issued and sold in the
manner and on the terms described in the Plan, the Shares will be validly
issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and the reference to this firm therein under the caption
"Legal Matters". In giving this consent, we do not admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.

                                              Yours very truly,


                                              SCHRECK BRIGNONE GODFREY





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>


<PAGE>




Exhibit 23.2





               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We have issued our reports dated December 15, 1999 accompanying the consolidated
financial statements included in the Annual Report of RCM Technologies, Inc. on
Form 10-K for the fiscal year ended October 31, 1999. We hereby consent to the
incorporation by reference of said reports in the Registration Statement of RCM
Technologies, Inc. on Form S-8, regarding the 2001 Employee Stock Purchase Plan,
to be filed on or about December 19, 2000.



GRANT THORNTON LLP
Philadelphia, Pennsylvania
December 19, 2000



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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