<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
August 22, 1997
-------------------------------------------------
RWD TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-22145 52-1552720
- ------------------------ ------------------------ -------------------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
10480 Little Patuxent Parkway, Suite 1200
Columbia, Maryland 21044
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(410) 730-4377
-------------------------------
(Registrant's telephone number)
<PAGE>
ITEM 5. OTHER MATTERS
As previously announced,on August 22, 1997, Bruce D. Alexander was
elected to serve as a director of RWD Technologies, Inc. and was also elected to
serve as Chairman of the Board's Audit Committee and as a member of the Board's
Compensation Committee. Mr. Alexander was employed by The Rouse Company for 26
years, during which time he was responsible for commercial and mixed use
projects throughout the United States. As Senior Vice President at Rouse, Mr.
Alexander was responsible for Rouse's development of projects that
included Baltimore's Harborplace, South Street Seaport in New York, St. Louis's
Union Station, Miami's Bayside and New Orleans' Riverwalk. Mr. Alexander is
currently the Founding Chair of Yale University's Urban Affairs Committee and is
a Board member of Enterprise Social Investment Corporation, Baltimore
Development Corporation and Goucher College. Mr. Alexander holds a B.A. degree
from Yale University and a law degree from Duke University School of Law.
Mr. Alexander joins Jerry P. Malec and Robert T. O'Connell as recent
additions to RWD's Board of Directors. Mr. Malec, a 30-year veteran of the high
technology industry, previously served in executive positions at Apple Computer,
MICOM Systems, and IBM Corporation. He was most recently the Chief Executive
Officer at Checkmate Electronics, an applied technology company that
manufactures and sells sophisticated check and credit card fraud prevention and
verification systems. Mr. Malec serves as Chairman of the RWD Board's
Compensation Committee and as member of the Board's Audit Committee. Mr.
O'Connell spent 29 years at General Motors Corporation where he held many
executive positions, including Chief Financial Officer. Subsequently, he served
as Chief Staff Officer of EMC Corporation, a provider of information storage and
retrieval technology. Mr. O'Connell also serves as RWD's Senior Vice President
responsible for Strategic Business Planning.
Other members of RWD's ten-person Board of Directors are: Dr. Robert W.
Deutsch, RWD's Chairman and Chief Executive Officer; John H. Beakes, RWD's
President and Chief Operating Officer; Kenneth J. Rebeck, RWD's Group Vice
President-Technology Transfer; John E. Lapolla, RWD's Group Vice
President-Manufacturing Performance Support; Jeffrey W. Wendel, RWD's Group Vice
President-Information Technology; Ronald E. Holtz, RWD's Vice President,
Secretary and Chief Financial Officer; and Dr. David J. Deutsch (Dr. Robert
Deutsch's son), a Lecturer in Mathematics at Boston University's Department of
Mathematics.
<PAGE>
SIGNATURES
----------
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 thereunto duly authorized.
Date: August 28, 1997 RWD TECHNOLOGIES, INC.
By: /s/ Ronald E. Holtz
-----------------------------------------
Ronald E. Holtz, Vice President and Chief
Financial Officer
