UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*
RCM Technologies, Inc.
(Name of Issuer)
Common Stock, $.05 Par Value
(Title of Class of Securities)
749360400
(CUSIP Number)
Bradley Vizi
515 S. Figueroa Street, Suite 1100
Los Angeles, California 90071
(213) 225-5303
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 10, 2012
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons 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, as amended (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).
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
IRS Partnership No. 19, L.P.
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
359,007 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
359,007 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,007 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
* See Item 5 hereof. The percentages of ownership figures set forth above and herein assumes that 12,753,704 shares of common stock, par value $0.05, of RCM Technologies, Inc. (the Company) were outstanding as of November 7, 2011, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2011.
2
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
The Leonetti/OConnell Family Foundation
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
269,195 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
269,195 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,195 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
3
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
M2O, Inc.
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
359,007 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
359,007 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,007 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
|
4
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
The Michael F. OConnell and Margo L. OConnell Revocable Trust
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
359,007 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
359,007 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,007 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, HC
|
5
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Michael OConnell
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
628,202 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
6
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Stonnington Group, LLC
|
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
0 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
0 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
7
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Bradley Vizi
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
0 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
1,000 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
8
SCHEDULE 13D
CUSIP No. 749360400 |
1 | NAME OF REPORTING PERSONS
Christopher Kiper
|
|||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x (b) ¨
| ||||||
3 | SEC USE ONLY | |||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO |
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 Common Shares*
|
||||||
8 | SHARED VOTING POWER
0 Common Shares*
|
|||||||
9 | SOLE DISPOSITIVE POWER
22,000 Common Shares*
|
|||||||
10 | SHARED DISPOSITIVE POWER
628,202 Common Shares*
|
|||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,202 Common Shares*
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
x* | ||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%*
|
|||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
9
ITEM 1. | Security and Issuer. |
The securities to which this statement relates are shares of Common Stock, $0.05 par value per share (Common Shares), of RCM Technologies, Inc., a Nevada corporation (the Company). The principal executive offices of the Company are located at 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613.
ITEM 2. | Identity and Background. |
(a)-(c), (f). The Reporting Persons are: (i) IRS Partnership No. 19, L.P., a Delaware limited partnership (IRS 19), (ii) The Leonetti/OConnell Family Foundation, a Delaware non-profit corporation (the Foundation), (iii) M2O, Inc., a Delaware corporation (M2O), (iv) The Michael F. OConnell and Margo L. OConnell Revocable Trust (the Trust), (v) Michael OConnell, an individual (Mr. OConnell, collectively with IRS 19, the Foundation, M2O and the Trust, the OConnell Entities), (vi) Stonnington Group, LLC, a California limited liability company (Stonnington), (vii) Christopher Kiper, an individual (Mr. Kiper) and (viii) Bradley Vizi, an individual (Mr. Vizi, and together with the OConnell Entities, Stonnington and Mr. Kiper, the Reporting Persons).
The principal business of IRS 19 is making, holding and disposing of various investments. The principal business of the Foundation is promoting charitable purposes. The principal business of M2O is to serve as general partner of IRS 19 and other affiliated partnerships. The principal business of the Trust is to hold various investments. Mr. OConnells principal employment is as the Chief Executive Officer and a Director of M2O, a Trustee of the Trust and the Secretary, Chief Financial Officer and a Director of the Foundation. The other Directors of M2O are Margo OConnell (who is also a Trustee of the Trust and President and a Director of the Foundation), Michael-Kevin OConnell (who is also a Managing Director of M2O), Cara Esposito (who is also a Director and Executive Director of the Foundation) and Caoilionn OConnell (who is also a Vice President of M2O). Paul Werts is the Chief Financial Officer of M2O. All of the individuals listed above are citizens of the United States. The business address of the above individuals and the OConnell Entities is 515 South Figueroa Street, Suite 1050, Los Angeles, California 90071.
The principal business of Stonnington is as an investment advisor. Nicholas Henry Stonnington is its Managing Member and Principal, Attila Soos is its Chief Financial Officer and Brian McGuigan is its President and Chief Compliance Officer. Nicholas Henry Stonnington is a citizen of the United States. Brian McGuigan is a citizen of the United Kingdom and South Africa. Attila Soos is a citizen of Canada. The business address of the above individuals and Stonnington is 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071.
Mr. Kipers and Mr. Vizis principal employment is as Managing Directors of Legion Partners and portfolio managers of Stonnington. Mr. Kiper and Mr. Vizi are citizens of the United States, and their business address is 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071.
Each Reporting Person has provided the information with respect to itself in this Schedule 13D and is responsible for the completeness and accuracy of the information
10
concerning only itself and, subject to Rule 13d-1(k)(1)(ii) of the Securities Exchange Act of 1934, not for any other Reporting Person.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the Reporting Persons best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. | Source and Amount of Funds or Other Consideration. |
The total amount of funds used by IRS 19 to purchase the 359,007 Common Shares reported herein was $1,800,988. All of such funds were derived from working capital of IRS 19.
The total amount of funds used by the Foundation to purchase the 269,195 Common Shares reported herein was $1,362,981. All of such funds were derived from working capital of the Foundation.
The total amount of funds used by Mr. Kiper to purchase the 22,000 Common Shares reported herein was $126,693.72. All of such funds were derived from his personal funds.
The total amount of funds used by Mr. Vizi to purchase the 1,000 Common Shares reported herein was $4,478.64. All of such funds were derived from his personal funds.
ITEM 4. | Purpose of Transaction. |
The Reporting Persons acquired the Common Shares for investment purposes. The Reporting Persons intend to engage in discussions relating to options for enhancing shareholder value and other matters relating to the business and affairs of the Company, including with members of the Companys management and board of directors, other shareholders and third parties. These discussions may include engaging with the Company on a review of its strategic activities, assessment of its organization, management of its balance sheet, the pursuit of other corporate transactions and board representation. In addition, such discussions may also include any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons may choose not to engage or to cease discussions at any time.
The Reporting Persons will continue to review their investment in the Company. Depending upon such reviews and other factors that the Reporting Persons deem relevant to an investment in the Company, such as the market and general economic conditions, the business affairs and financial conditions of the Company, the availability of securities at favorable prices and alternative investment opportunities available to the Reporting Persons, the Reporting Persons may, at any time and from time to time, acquire additional securities of the Company in
11
the open market, in privately negotiated transactions or otherwise, or sell some or all of the securities it now holds or hereafter acquires.
Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of the matters referred to in this Statement.
ITEM 5. | Interests in Securities of the Issuer. |
(a) The general partner of IRS 19 is M2O, the Trust is the sole voting shareholder of M2O and Mr. OConnell controls all investment decisions with respect to the Trust; and by virtue of such relationships, IRS 19, M2O, the Trust and Mr. OConnell may be deemed to have the shared voting and dispositive power over the Common Shares owned by IRS 19. The investment decisions of the Foundation are also controlled by Mr. OConnell; and by virtue of such relationship, the Foundation and Mr. OConnell may be deemed to have shared voting and dispositive power over the shares owned by the Foundation. As a result of the foregoing described relationships, each of the OConnell Entities may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others. IRS 19, M2O and the Trust disclaims beneficial ownership of the Common Shares owned by the Foundation. The Foundation disclaims beneficial ownership of the Common Shares owned by IRS 19.
IRS 19 and the Foundation have each entered into an investment advisory agreement with Stonnington, pursuant to which Mr. Kiper and Mr. Vizi on behalf of Stonnington, exclusively manages IRS 19s and the Foundations investment in Common Shares and has certain discretion to purchase or sell Common Shares but does not have any right to vote the Common Shares. As a result, Stonnington, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation; and each of the Reporting Persons may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others. The OConnell Entities disclaim beneficial ownership of the Common Shares held by the other Reporting Persons. Stonnington, Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of the Common Shares held by each other.
Accordingly, for each Reporting Person, see Row 11 on the cover pages hereto for the aggregate number of shares beneficially owned and Row 13 on the cover pages hereto for the percentage of outstanding shares of Common Shares beneficially owned.
As of January 19, 2012, IRS 19, the Foundation, Mr. Kiper and Mr. Vizi owned on an aggregate basis 651,202 Common Shares, representing approximately 5.1% of the outstanding Common Shares.
(b) See Item 5(a) and, with respect to each Reporting Person, Rows 7 through 10 set forth for such Reporting Person on the cover pages hereto.
(c) During the last 60 days, IRS 19 and the Foundation effected transactions with respect to the Common Shares on such dates, in such amounts and at such per share prices as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by reference. All such transactions were effected in the open market.
12
(d) Not applicable.
(e) Not applicable.
ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
IRS 19 and Foundation have each entered into an investment advisory agreement with Stonnington, pursuant to which Stonnington is managing IRS 19s and the Foundations investment in the Company. Pursuant to the investment advisory agreements, Stonnington is entitled to receive a performance-based fee with respect to such investment of 20% of the gain on net investment profits above 10%. Stonnington is also entitled to a management fee. Mr. Kipers and Mr. Vizis compensation is related to such fees. A copy of the form of investment advisory agreement is filed as Exhibit 2 and incorporated herein by reference. See also Item 5(a).
ITEM 7. | Material to be Filed as Exhibits. |
Document | ||||
Exhibit 1 | | Schedule of Transactions | ||
Exhibit 2 | | Form of Investment Advisory Agreement, effective October 28, 2011, with Stonnington Group, LLC | ||
Exhibit 3 | | Joint Filing Agreement, dated January 19, 2012, IRS Partnership No. 19, L.P., The Leonetti/OConnell Family Foundation, M2O, Inc., The Michael F. OConnell and Margo L. OConnell Revocable Trust, Michael OConnell, Stonnington Group, LLC, Christopher Kiper and Bradley Vizi. |
13
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: January 19, 2012
IRS PARTNERSHIP NO. 19, L.P. | ||
By: | M2O, Inc., its General Partner | |
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Chief Executive Officer | ||
THE LEONETTI/OCONNELL FAMILY FOUNDATION | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Secretary, Chief Financial Officer and Director | ||
M2O, INC. | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Chief Executive Officer | ||
THE MICHAEL F. OCONNELL AND MARGO L. OCONNELL REVOCABLE TRUST | ||
By: | /s/ Michael OConnell | |
Name: Michael OConnell | ||
Title: Trustee | ||
/s/ Michael OConnell | ||
Name: Michael OConnell |
14
STONNINGTON GROUP, LLC | ||
By: | /s/ Nicholas Stonnington | |
Name: Nicholas Stonnington | ||
Title: Managing Member and Principal | ||
/s/ Christopher Kiper | ||
Name: Christopher Kiper | ||
/s/ Bradley Vizi | ||
Name: Bradley Vizi |
15
Exhibit Index
Document | ||||
Exhibit 1 | | Schedule of Transactions | ||
Exhibit 2 | | Form of Investment Advisory Agreement, effective October 28, 2011, with Stonnington Group, LLC | ||
Exhibit 3 | | Joint Filing Agreement, dated January 19, 2012, IRS Partnership No. 19, L.P., The Leonetti/OConnell Family Foundation, M2O, Inc., The Michael F. OConnell and Margo L. OConnell Revocable Trust, Michael OConnell, Stonnington Group, LLC, Christopher Kiper and Bradley Vizi. |
16