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<SEC-DOCUMENT>0000700841-07-000028.txt : 20071107
<SEC-HEADER>0000700841-07-000028.hdr.sgml : 20071107
<ACCEPTANCE-DATETIME>20071107161851
ACCESSION NUMBER:		0000700841-07-000028
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070929
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20071107
DATE AS OF CHANGE:		20071107

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10245
		FILM NUMBER:		071221752

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
		BUSINESS PHONE:		8564861777

	MAIL ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k110707.txt
<DESCRIPTION>FORM 8-K
<TEXT>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    --------

                                    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): November 7, 2007

                              RCM Technologies, Inc.
               (Exact Name of Registrant as Specified in Charter)


          Nevada                        1-10245              95-1480559
        ----------                   -------------       --------------
      (State or Other              (Commission File        (I.R.S. Employer
      Jurisdiction of                   Number)           Identification No.)
      Incorporation)

        2500 McClellan Avenue, Suite 350
             Pennsauken, NJ                                    08109-4613
- ---------------------------------------------------------    ----------------
       (Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (856) 486-1777
                                                          ---------------

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)).




<PAGE>


1



Item 2.02.  Results of Operations and Financial Condition.

On November 7, 2007, the Registrant issued a press release regarding its
financial results for the thirty-nine weeks and thirteen weeks ended September
29, 2007. A copy of the press release is furnished as Exhibit 99 to this report.

Use of Non-GAAP Financial Information

To supplement its consolidated financial statements presented in accordance with
GAAP, the Registrant uses certain non-GAAP financial measures, including EBITDA
and EBITDA per shares, which are derived from results based on GAAP. Non-GAAP
adjustments are provided to enhance the user's overall understanding of the
Registrant's current financial performance and its prospects for the future,
including its results of operations, cash generated and resources available for
strategic opportunities including reinvestment in the business and acquisitions.
In addition, the Registrant has historically reported similar non-GAAP results
to the investment community, and, as a result, believes the inclusion of
non-GAAP presentations provides consistency in its financial reporting. Further,
the non-GAAP results are one of the primary indicators management uses for
planning and forecasting in future periods. The presentation of this additional
information is not meant to be considered in isolation or as a substitute for
results prepared in accordance with accounting principles generally accepted in
the United States.

The information set forth under this "Item 2.02. Results of Operations and
Financial Condition" (including the exhibit) shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be incorporated by reference in any filing made by the
Registrant pursuant to the Securities Act of 1933, as amended, other than to the
extent that such filing incorporates by reference any or all of such information
by express reference thereto.

Item 9.01.        Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

       Exhibit Number         Exhibit Title
             99               Press Release by the Registrant, dated
                              November 7, 2007, furnished in accordance with
                              Item 2.02 of this Current Report on Form 8-K.


<PAGE>


                                                     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
                                                       --------------
                                                       Stanton Remer
                                                       Executive Vice President,
                                                       Chief Financial Officer,
                                                       Treasurer and
                                                            Secretary


Dated: November 7, 2007


<PAGE>


                              Exhibit Index


       Exhibit Number         Exhibit Title
             99               Press Release by the Registrant, dated
                              November 7, 2007, furnished in accordance with
                              Item 2.02 of this Current Report on Form 8-K.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrel110707.txt
<DESCRIPTION>PRESS RELEASE QUARTERLY REPORT 09/29/2007
<TEXT>

                             P R E S S R E L E A S E

                         RCM TECHNOLOGIES, INC. REPORTS
                   2007 THIRD QUARTER AND YEAR-TO-DATE RESULTS


  Third Quarter Operating Income Up 20% and Nine Months Operating Income Up 39%
                    Versus the Comparable Periods a Year Ago

Pennsauken,  NJ - November 7, 2007 -- RCM Technologies,  Inc. (NASD: RCMT) today
announced  financial  results for the thirty-nine weeks and thirteen weeks ended
September 29, 2007.

The Company announced revenues of $165.4 million for the thirty-nine weeks ended
September  29,  2007,  up from $147.7  million for the  thirty-nine  weeks ended
September  30,  2006  (comparable  prior  year  period).   Net  income  for  the
thirty-nine  weeks  ended  September  29,  2007 was $5.1  million,  or $0.41 per
diluted share,  as compared to net income of $4.0 million,  or $0.33 per diluted
share,  for the comparable  prior year period.  The 2006 period  included a $1.0
million income tax credit, or $.08 per share diluted.

Operating  income for the  thirty-nine  weeks ended  September 29, 2007 was $7.7
million,  or $0.61 per diluted share, up from $5.5 million, or $0.46 per diluted
share, for the comparable period.

Net income before  stock-based  compensation (1) for the thirty-nine weeks ended
September 29, 2007 was $5.3 million,  or $0.42 per diluted  share,  and excludes
net equity-based compensation expense of $151,000. Net income before stock-based
compensation  (1) for the  thirty-nine  weeks ended  September 30, 2006 was $4.7
million,  or $0.39 per diluted share, and excludes net stock-based  compensation
expense of $693,000.

Net income for the thirty-nine weeks ended September 29, 2007 includes income of
$480,000 ($800,000, net of income taxes of $320,000), or $.04 per diluted share,
from a legal settlement. No such income was realized during the comparable prior
year period.

For the thirty-nine  weeks ended September 29, 2007,  earnings before  interest,
income taxes,  depreciation and amortization,  or EBITDA,  was $9.6 million,  or
$0.77 per  diluted  share,  as compared  to $6.6  million,  or $0.55 per diluted
share, for the comparable prior year period. EBITDA for the 2007 period includes
income of $800,000 from a legal settlement, as discussed above.

The Company  announced  revenues of $54.0  million for the thirteen  weeks ended
September 29, 2007, up from $51.6 million for the thirteen weeks ended September
30, 2006 (comparable prior year period). Net income for the thirteen weeks ended
September 29, 2007 was $1.7 million,  or $0.14 per diluted share, as compared to
net income of $1.3 million, or $0.11 per diluted share, for the comparable prior
year period.

Operating  income for the  thirteen  weeks  ended  September  29,  2007 was $2.8
million,  or $0.22 per diluted share, up from $2.3 million, or $0.19 per diluted
share for the comparable period.

<Page>
Net income  before  stock-based  compensation  (1) for the thirteen  weeks ended
September 29, 2007 was $1.8 million,  or $0.14 per diluted share, and excludes a
net stock-based  compensation credit of $57,000.  Net income before equity-based
compensation(1)  for the  thirteen  weeks  ended  September  30,  2006  was $1.4
million,  or $0.12 per diluted share, and excludes net stock-based  compensation
expense of $99,400.

For the thirteen  weeks ended  September 29, 2007,  EBITDA was $3.2 million,  or
$0.25 per  diluted  share,  as compared  to $2.7  million,  or $0.22 per diluted
share, for the comparable prior year period.

Leon Kopyt,  Chairman and CEO of RCM, commented:  "We are pleased to report that
revenues and operating income in the third quarter and the nine months increased
on a comparable year basis.  The third quarter and nine months  performance were
highlighted by a 20% and 39% increase in operating  income over the same periods
a year ago. We believe that the overall  trend points  towards  moderate  growth
despite seasonal factors."

About RCM
RCM  Technologies,  Inc.  is a  premier  provider  of  business  and  technology
solutions  designed to enhance and maximize the  operational  performance of its
customers  through  the  adaptation  and  deployment  of  advanced   information
technology and engineering services.  RCM is an innovative leader in the design,
development and delivery of these solutions to commercial and government sectors
for more than 35 years. RCM's offices are located in major metropolitan  centers
throughout North America. Additional information can be found at www.rcmt.com.

The  statements  contained in this release  that are not purely  historical  are
forward-looking  statements within the Private Securities  Litigation Reform Act
of 1995 and are subject to various risks,  uncertainties  and other factors that
could cause the Company's actual results,  performance or achievements to differ
materially from those expressed or implied by such  forward-looking  statements.
Forward-looking  statements  include,  but are not limited to, those relating to
demand  for  the  Company's  services,  expected  demand  for our  services  and
expectations  regarding  our  revenues,  the  Company's  ability to  continue to
utilize goodwill,  to continue to increase gross margins,  to achieve and manage
growth,  to develop and market new applications and services,  risks relating to
the acquisition and integration of acquired businesses,  demand for new services
and  applications,   timing  of  demand  for  services,  industry  strength  and
competition  and general  economic  factors.  Investors are directed to consider
such risks,  uncertainties and other factors described in documents filed by the
Company with the Securities and Exchange Commission.


(1) On January 1, 2006,  the Company  adopted the provisions of SFAS No. 123(R),
"Share-Based  Payment,"  on a modified  prospective  basis,  which  required the
Company to record equity-based compensation expense for all awards granted after
the date of adoption and for the unvested  portion of previously  granted awards
outstanding as of the date of adoption.

For the purposes of performing the calculation of net income before equity-based
compensation expense, all equity-based  compensation expense, net of income tax,
is  added  back to net  income  as  calculated  in  accordance  with  accounting
principles  generally accepted in the United States (US GAAP). Net income before
equity-based  compensation expense is not a measurement calculated in accordance
with US GAAP,  and is not intended to be a replacement  for, or to be considered
to be more important than, net income  calculated in accordance with US GAAP. As
the calculation of net income before  equity-based  compensation  expense is not
performed in accordance  with US GAAP, the Company  believes that the utility of
the calculation is  significantly  limited,  and that the measure should only be
used to compare to net income  year-over-year on a consistent basis. To mitigate
this limitation,  the Company has provided a reconciliation of net income before
equity-based compensation expense to net income calculated in accordance with US
GAAP, which should be the primary measurement  utilized to analyze the Company's
financial results.  The Company does not utilize net income before  equity-based
compensation expense for any other purpose.

                                Tables to Follow
<page>


                             RCM Technologies, Inc.
                  Consolidated Statements of Income(Unaudited)
                    (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                                   Thirty-Nine Weeks Ended
                                                            ---------------------------------------
                                                              September 29,        September 30,
                                                                  2007                  2006
                                                            ------------------    -----------------
<S>                                                                  <C>                  <C>
Revenues                                                             $165,418             $147,729
Gross profit (1)                                                       39,768               37,163
Selling, general and administrative (2)                                31,010               30,522
Depreciation and amortization                                           1,089                1,114
Operating income                                                        7,669                5,527
Interest income (expense), net                                             32                 (204)
Gain (loss) on foreign currency transactions                               53                  (16)
Income from legal settlement                                              800
Income before income taxes                                              8,554                5,307
Income taxes                                                            3,406                1,287
Net income                                                             $5,148               $4,020

Earnings per share (diluted)
  Net income                                                             $.41                 $.33
</TABLE>
<TABLE>
<CAPTION>

                                                                     Thirteen Weeks Ended
                                                            ---------------------------------------
                                                              September 29,        September 30,
                                                                  2007                  2006
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $54,079              $51,650
Gross profit (3)                                                       13,433               12,952
Selling, general and administrative (4)                                10,288               10,250
Depreciation and amortization                                             369                  394
Operating income                                                        2,776                2,308
Interest income (expense), net                                             32                  (75)
Gain (loss) on foreign currency transactions                               41                   (5)
Income before income taxes                                              2,849                2,228
Income taxes                                                            1,125                  879
Net income                                                             $1,724               $1,349

Earnings per share (diluted)
  Net income                                                             $.14                 $.11
</TABLE>

                             RCM Technologies, Inc.
               Summary Consolidated Balance Sheet Data (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                           September 29,        December 30,
                                                             2007                 2006
                                                        ----------------     ----------------
<S>                                                              <C>                  <C>
Cash and equivalents                                             $7,916               $2,449
Accounts receivable, net                                         53,097               48,141
Working capital                                                  45,605               38,844
Goodwill and intangible assets                                   40,017               39,998
Total assets                                                    108,682              100,040
Senior debt                                                         -                    -
Total liabilities                                                18,862               16,647
Stockholders' equity                                            $89,820              $83,393
<FN>
(1) Reflects stock based compensation expense of $5,000 and $30,000 included
    in cost of services for the
    thirty-nine weeks ended September 29, 2007 and September 30, 2006,
    respectively.
(2) Includes stock based compensation expense of $146,000 and $663,000 for the
    thirty-nine weeks ended September 29, 2007 and September 30, 2006,
    respectively.
(3) Reflects stock based compensation expense of $1,000 and a stock based
    compensation credit of $1,000 included in cost of services for the thirteen
    weeks ended September 29, 2007 and September 30, 2006, respectively.
(4) Includes stock based compensation expense of $56,000 and $100,000 for the
    thirteen weeks ended September 29, 2007 and September 30, 2006,
    respectively.
</FN>
</TABLE>


<PAGE>


                             RCM Technologies, Inc.
           Reconciliation of EBITDA to Net Income and Cash Provided by
                              Operating Activities
                                   (Unaudited)
As used in this report,  EBITDA means earnings before interest income,  interest
expense, income taxes, depreciation and amortization. We believe that EBITDA, as
presented,  represents a useful  measure of  assessing  the  performance  of our
operating  activities,  as it reflects our earnings trends without the impact of
certain  non-cash  charges or income.  EBITDA is also used by our  creditors  in
assessing  debt covenant  compliance.  We  understand  that,  although  security
analysts  frequently  use  EBITDA  in the  evaluation  of  companies,  it is not
necessarily   comparable   to  EBITDA  of  other   companies  due  to  potential
inconsistencies  in the  method of  calculation.  EBITDA is not  intended  as an
alternative  to cash flow  provided  by  operating  activities  as a measure  of
liquidity,  nor as an alternative to net income as an indicator of our operating
performance,  nor as an  alternative  to any other  measure  of  performance  in
conformity with generally  accepted  accounting  principles.  The following is a
reconciliation  of EBITDA to both net income and cash flow provided by operating
activities.
<TABLE>
<CAPTION>

                                                                   Thirty-Nine Weeks Ended
                                                           -----------------------------------------
                                                           September 29, 2007       September 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>                                                                     <C>                  <C>
EBITDA (1)                                                              $9,611               $6,625
Depreciation and amortization                                           (1,089)              (1,114)
Interest income (expense), net                                              32                 (204)
Income taxes                                                            (3,406)              (1,287)
                                                           --------------------    -----------------
Net income                                                              $5,148               $4,020
                                                           ====================    =================

Earnings per share (diluted)
    EBITDA                                                                $.77                 $.55
                                                           ====================    =================
    Net income                                                            $.41                 $.33
                                                           ====================    =================

    Weighted average shares outstanding                             12,492,599           12,020,901
                                                           ====================    =================


                                                                     Thirteen Weeks Ended
                                                           -----------------------------------------
                                                           September 29, 2007       September 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
EBITDA (2)                                                              $3,186               $2,697
Depreciation and amortization                                             (369)                (394)
Interest income (expense), net                                              32                  (75)
Income taxes                                                            (1,125)                (879)
                                                           --------------------    -----------------
Net income                                                              $1,724               $1,349
                                                           ====================    =================

Earnings per share (diluted)
    EBITDA                                                                $.25                 $.22
                                                           ====================    =================
    Net income                                                            $.14                 $.11
                                                           ====================    =================

    Weighted average shares outstanding                             12,616,405           12,003,750
                                                           ====================    =================
<FN>


(1) Includes stock based compensation expense of $151,000 and $693,000 for the
    thirty-nine weeks ended September 29, 2007 and September 30, 2006,
    respectively.

(2) Includes stock based compensation expense of $57,000 and $99,000 for the
    thirteen weeks ended September 29, 2007 and September 30, 2006,
    respectively.
</FN>
</TABLE>



<PAGE>


                             RCM Technologies, Inc.
           Reconciliation of EBITDA to Net Income and Cash Provided by
                        Operating Activities (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Thirty-Nine Weeks Ended
                                                           -----------------------------------------
                                                            September 29, 2007       September 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------

<S>                                                                     <C>                  <C>
Net income                                                              $5,148               $4,020
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                        1,094                1,115
    Stock based compensation expense                                       151                  693
    Provision for losses on accounts receivable                            155                 (109)
    Deferred tax assets                                                  2,153                 (145)
Changes in operating assets and liabilities
    Accounts receivable                                                 (4,195)              (3,797)
    Restricted cash                                                                           8,572
    Prepaid expenses and other current assets                             (690)                  66
    Accounts payable and accrued expenses                                  643               (5,271)
    Accrued compensation                                                  (111)               1,337
    Payroll and withheld taxes                                             131                  250
    Income taxes payable                                                   547               (2,149)
                                                           --------------------    -----------------

Cash provided by operating activities                                   $5,026               $4,582
                                                           ====================    =================
</TABLE>
<TABLE>
<CAPTION>


                                                                     Thirteen Weeks Ended
                                                           -----------------------------------------
                                                           September 29, 2007       September 30,
                                                                                         2006
                                                           --------------------    -----------------
                                                                        (In Thousands)
                                                           -----------------------------------------
<S>                                                                     <C>                  <C>
Net income                                                              $1,724               $1,349
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                          371                  394
    Stock based compensation expense                                        57                  100
    Provision for losses on accounts receivable                            (28)                 (92)
    Deferred tax assets                                                    550                   41
Changes in operating assets and liabilities
    Accounts receivable                                                    627                 (660)
    Prepaid expenses and other current assets                              686                  137
    Accounts payable and accrued expenses                               (2,654)                 827
    Accrued compensation                                                  (871)                 (56)
    Payroll and withheld taxes                                             178                  158
    Income taxes payable                                                   453                 (700)
                                                           --------------------    -----------------

Cash provided by operating activities                                   $1,093               $1,498
                                                           ====================    =================
</TABLE>



                                                       ####

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