sc13da909050002_11182013.htm
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. 9)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 18, 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. 9 (“Amendment No. 9”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 9 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 18, 2013, the Reporting Persons filed counterclaims against the Issuer in the U.S. District Court, District of New Jersey, for advancing false and misleading statements in violation of federal securities laws and issued a press release relating thereto (the “Counterclaim Press Release”). Specifically, the Counterclaim Press Release explained that the Issuer had repeatedly stated that the Reporting Persons’ preliminary proxy filings were “false and misleading” simply by virtue of their being reviewed and commented upon by the SEC; however, the existence of comments from the SEC in no way supports an inference that the preliminary material was false or misleading. The Counterclaim Press Release also noted that the Issuer has stated that the Reporting Person’s filing of a proxy supplement and Schedule 13D amendment to advise stockholders of the frivolous lawsuit filed by the Issuer constituted “extensive additional disclosures,” validating the Issuer’s concerns with the Reporting Person’s proxy materials.  The Counterclaim Press Release noted that the mere fact of informing stockholders of the complaint and responding to statements the Reporting Persons believe are immaterial or already disclosed in either the Issuer’s proxy materials or Reporting Persons’ proxy materials, does not constitute extensive new disclosure nor is it evidence that the Issuer’s claims are true.  The full text of the Counterclaim Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Also on November 18, 2013, the Reporting Persons issued a press release in response to the Issuer’s announcement that it had terminated its stockholder rights plan and adopted better corporate governance practices (the “Response Press Release”). In the Response Press Release, the Reporting Persons called the Issuer’s last minute corporate governance reforms, a step in the right direction, but also a desperate attempt to win a proxy contest.  The Reporting Persons noted that if the Issuer was truly interested in best corporate governance, it would not have waited almost a year to terminate its stockholder rights plan or adopt better corporate governance.  The Reporting Persons further noted that despite these recent corporate governance reforms, the Issuer has significantly underperformed and continues to maintain compensation practices that are poorly aligned to the Issuer’s performance. The full text of the Response Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Counterclaim Press Release, dated November 18, 2013.
 
 
99.2
Response Press Release, dated November 18, 2013.
 
 
11
 
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 20, 2013

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

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


 
M2O, INC.
   
 
By:
/s/ Bradley Vizi
   
Name:
Title:
Bradley Vizi
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:
Title:
Bradley Vizi
As Attorney-in-Fact for Michael O’Connell, Trustee
 
 
12
 
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

 
 
13