SC 13D/A 1 sc13da809050002_11082013.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 8)1
RCM Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.05 per share
(Title of Class of Securities)
749360400
(CUSIP Number)
Bradley Vizi
1247 Stoner Avenue, #207
Los Angeles, California 90025
(330) 519-1158
With copies to:
Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 8, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON IRS Partners No. 19, L.P.
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS WC
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0
8 | SHARED VOTING POWER 1,353,775*
9 | SOLE DISPOSITIVE POWER 0
10 | SHARED DISPOSITIVE POWER 1,353,775*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,353,775*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
14 | TYPE OF REPORTING PERSON PN

* See Item 5
2

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON The Leonetti/O’Connell Family Foundation
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS WC
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0
8 | SHARED VOTING POWER 266,074*
9 | SOLE DISPOSITIVE POWER 0
10 | SHARED DISPOSITIVE POWER 266,074*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,074*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%*
14 | TYPE OF REPORTING PERSON CO

* See Item 5
3

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON M2O, Inc.
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS AF
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0
8 | SHARED VOTING POWER 1,353,775*
9 | SOLE DISPOSITIVE POWER 0
10 | SHARED DISPOSITIVE POWER 1,353,775*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,353,775*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
14 | TYPE OF REPORTING PERSON CO, HC

* See Item 5
4

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON The Michael F. O’Connell and Margo L. O’Connell Revocable Trust
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS AF
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Not Applicable
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0
8 | SHARED VOTING POWER 1,353,775*
9 | SOLE DISPOSITIVE POWER 0
10 | SHARED DISPOSITIVE POWER 1,353,775*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,353,775*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
14 | TYPE OF REPORTING PERSON OO, HC

* See Item 5
5

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON Michael O’Connell
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS AF
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0
8 | SHARED VOTING POWER 1,619,849*
9 | SOLE DISPOSITIVE POWER 0
10 | SHARED DISPOSITIVE POWER 1,619,849*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,619,849*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%*
14 | TYPE OF REPORTING PERSON IN

* See Item 5
6

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON Legion Partners Asset Management, LLC
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0
8 | SHARED VOTING POWER 0
9 | SOLE DISPOSITIVE POWER 0
10 | SHARED DISPOSITIVE POWER 1,619,849*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,619,849*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%*
14 | TYPE OF REPORTING PERSON IA

* See Item 5
7

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON Bradley Vizi
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS PF, OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,000
8 | SHARED VOTING POWER 0
9 | SOLE DISPOSITIVE POWER 1,000
10 | SHARED DISPOSITIVE POWER 1,619,849*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,620,849*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%*
14 | TYPE OF REPORTING PERSON IN

* See Item 5
8

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON Christopher Kiper
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS PF, OO
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 22,000
8 | SHARED VOTING POWER 0
9 | SOLE DISPOSITIVE POWER 22,000
10 | SHARED DISPOSITIVE POWER 1,619,849*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,641,849*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%*
14 | TYPE OF REPORTING PERSON IN

* See Item 5
9

CUSIP NO. 749360400

1 | NAME OF REPORTING PERSON Roger Ballou
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o
3 | SEC USE ONLY
4 | SOURCE OF FUNDS PF
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,000
8 | SHARED VOTING POWER 0*
9 | SOLE DISPOSITIVE POWER 5,000
10 | SHARED DISPOSITIVE POWER 0*
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000*
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14 | TYPE OF REPORTING PERSON IN

* See Item 5
10

CUSIP NO. 749360400
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

Item 4. | Purpose of the Transaction.

Item 4 is hereby amended to add the following:
On November 8, 2013, the Issuer filed a complaint against each of the Reporting Persons (the “Complaint”) in the U.S. District Court, District of New Jersey, claiming that the Reporting Persons are attempting to influence the results of the 2013 Annual Meeting of the Issuer’s stockholders (the “2013 Annual Meeting”) by advancing false and misleading statements in violation of Sections 13(d), 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended. Specifically, the Issuer claimed that the Reporting Persons have failed to fully disclose their intent to (i) eventually obtain control of the Issuer, (ii) seek to terminate the Issuer’s stockholder rights plan, and (iii) seek to initiate a review of strategic alternatives including a sale of the Issuer or other business combination. The full text of the Complaint is attached as Exhibit 99.1 and is incorporated herein by reference.
On November 12, 2013, the Reporting Persons filed a supplement to their definitive proxy materials (the “Proxy Supplement”) and sent a letter to the stockholders of the Issuer (the “Letter to Stockholders”). The full text of the Letter to Stockholders is attached as Exhibit 99.2 and is incorporated herein by reference.
In the Proxy Supplement and Letter to Stockholders, the Reporting Persons stated their belief that there is no merit to the Issuer’s Complaint. The Reporting Persons stressed that: (1) they have no intention of acquiring or obtaining control of the Issuer, and (2) if the Reporting Persons’ nominees (the “Nominees”) are elected to the board of directors of the Issuer (the “Board”), they will represent a minority of the members of the Board – just two directors on a Board currently comprised of six members. Any future Board decisions, including whether to terminate the Issuer’s stockholder rights plan or review strategic alternatives will require the approval by a majority of the Board and could not be achieved simply by a vote of the Reporting Persons’ two Nominees. The Reporting Persons noted that the information cited by the Issuer in support for its claims is at best immaterial, and in any event has already been presented to stockholders by the Issuer or by the Reporting Persons in their respective proxy materials. Further, in response to question raised in the Complaint, the Reporting Persons reiterated their strong belief that the Nominees possess the right mix of operating and financial experience to deliver value to all stockholders.

Item 7. | Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

| 99.1 | Complaint, dated November 8, 2013.

| 99.2 | Letter to Stockholders of the Issuer, dated November 12, 2013.

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CUSIP NO. 749360400
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2013

| IRS PARTNERS NO. 19, L.P.
| By: | M2O, Inc., its General Partner
| By: | /s/ Bradley Vizi
|  | Name: | Bradley Vizi
|  | Title: | As Attorney-in-Fact for Michael O’Connell, Chief Executive Officer

| THE LEONETTI/O’CONNELL FAMILY FOUNDATION
| By: | /s/ Bradley Vizi
|  | Name: | Bradley Vizi
|  | Title: | As Attorney-in-Fact for Michael O’Connell, Secretary, Chief Financial Officer and Director

| M2O, INC.
| By: | /s/ Bradley Vizi
|  | Name: | Bradley Vizi
|  | Title: | As Attorney-in-Fact for Michael O’Connell, Chief Executive Officer

| THE MICHAEL F. O’CONNELL AND MARGO L. O’CONNELL REVOCABLE TRUST
| By: | /s/ Bradley Vizi
|  | Name: | Bradley Vizi
|  | Title: | As Attorney-in-Fact for Michael O’Connell, Trustee

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CUSIP NO. 749360400

| LEGION PARTNERS ASSET MANAGEMENT, LLC
| By: | /s/ Bradley Vizi
|  | Name: | Bradley Vizi
|  | Title: | Managing Director

| /s/ Christopher Kiper
| Christopher Kiper

| /s/ Bradley Vizi
| Bradley Vizi, Individually and as attorney-in-fact for Michael O’Connell and Roger Ballou

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