RCM Technologies Adopts Stockholder Rights Plan
PENNSAUKEN, N.J., Jan. 31, 2013 (GLOBE NEWSWIRE) -- RCM Technologies, Inc.
(Nasdaq:RCMT) today announced that its Board of Directors has approved the
adoption of a stockholder rights plan (the "Rights Plan") and declared a
dividend distribution of one right ("Right") for each outstanding share of
The Rights Plan is intended to protect RCM and its stockholders from efforts
to obtain control of RCM that the Board of Directors determines are not in the
best interests of RCM and its stockholders, and to enable all stockholders to
realize the long-term value of their investment in RCM. The Rights Plan is not
intended to interfere with any merger, tender or exchange offer or other
business combination approved by the Board of Directors. Nor does the Rights
Plan prevent the RCM Board from considering any offer that it considers to be
in the best interest of its stockholders. The Rights Plan adopted by RCM is
similar to rights plans adopted by many other publicly-traded companies.
Pursuant to the Rights Plan, RCM is issuing one Right for each current share
of common stock outstanding at the close of business on February 10, 2013.
Initially, the Rights will not be exercisable, will be represented by RCM
common stock certificates or book entry notations, and will trade with the
shares of RCM's common stock. If the Rights become exercisable, each Right
will entitle stockholders to buy one one-hundredth of a share of a new series
of participating preferred stock at an exercise price of $15.00 per Right. The
distribution of the Rights will not be taxable to shareholders.
The Rights will be exercisable if a person or group acquires 15% or more of
RCM's common stock in a transaction, including the open market purchase of
shares, not approved by RCM's Board of Directors. If a person or group
acquires 15%, each Right will entitle its holder (other than such person or
members of such group) to purchase, at the Right's exercise price (subject to
adjustment as provided in the Rights Plan), a number of shares of RCM's common
stock having a then-current market value of twice the exercise price.
RCM's Board of Directors may redeem the Rights for $0.001 per Right at any
time before an event that causes the Rights to become exercisable. The Rights
will expire on January 30, 2014, unless the Rights have previously been
redeemed by the Board of Directors.
Further details of the Rights Plan will be contained in a Current Report on
Form 8-K and in a Registration Statement on Form 8-A that the Company will be
filing with the Securities and Exchange Commission (SEC). These filings will
be available on the SEC's web site at www.sec.gov.
Robert W. Baird & Co. Incorporated acted as financial advisor to the Company
in connection with the adoption of the Rights Plan.
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.
Any 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 RCM'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 RCM's services, expected demand for our services and
expectations regarding our revenues, RCM'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, the ability of RCM to
consummate acquisitions as to which it executes non-binding letters of intent,
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 RCM with the Securities and Exchange Commission.
CONTACT: RCM Technologies, Inc.
2500 McClellan Avenue
Pennsauken, NJ 08109
Chairman, President & CEO
Kevin D. Miller
Chief Financial Officer
RCM Technologies, Lnc.
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