UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 9, 2005
RCM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 1-10245 95-1480559
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 08109-4613
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (856) 486-1777
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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)).
Item 1.01 Entry into a Material Definitive Agreement
On May 9, 2005, the registrant ("RCM") agreed to the terms of a separation
and release agreement with Brian A. Delle Donne, effective as of March 29, 2005,
in connection with Mr. Delle Donne's departure from RCM as of that date.
Under the terms of the separation and release agreement, Mr. Delle Donne
will receive a lump sum of $175,000. The lump sum will be reduced by an amount
equal to the principal and interest due by Mr. Delle Donne to RCM in connection
with a pre-existing loan by RCM to Mr. Delle Donne. The net amount is payable
within ten days after execution of the separation and release agreement, as well
as payment for any unused vacation hours accrued as of March 29, 2005. RCM will
continue to pay Mr. Delle Donne's monthly health premiums until the earlier of
March 31, 2006, or the date on which Mr. Delle Donne secures full-time
employment as a W-2 employee with an employer offering employee health benefits.
In addition, options held by Mr. Delle Donne to purchase 25,000 shares of RCM's
common stock, par value $0.05, at an exercise price of $3.95, will fully vest as
of March 29, 2005, and will be exercisable though December 31, 2005. The options
would otherwise have vested in February 2006. The termination date of Mr. Delle
Donne's fully vested options to purchase 100,000 shares of RCM's common stock at
an exercise price of $4.75 will be extended through December 31, 2005.
RCM will continue to provide Mr. Delle Donne with an attorney and to
indemnify Mr. Delle Donne as a named defendant against any award of damages in
connection with the RCM's ongoing defense of a lawsuit pending in the Superior
Court of New Jersey, Law Division. As consideration for the above, Mr. Delle
Donne will agree to cooperate with RCM and its counsel in their defense of the
lawsuit.
Mr. Delle Donne will provide RCM and its affiliates a general release from
all claims arising out of, or in connection with, his employment and will agree
not to disclose RCM's proprietary and confidential information and, subject to
certain time limits, not to solicit RCM's current and former employees.
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SIGNATURE
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
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Stanton Remer
Chief Financial Officer, Treasurer and
Secretary
Dated: May 9, 2005
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