RWD TECHNOLOGIES INC
8-A12G, 1997-02-14
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 8-A

               For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or (g) of the
                        Securities Exchange Act of 1934

                            RWD Technologies, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Maryland                                52-1552720
  (State of incorporation or organization)    IRS Employer Identification No.
  ----------------------------------------    -------------------------------  
 
 
10480 Little Patuxent Parkway, Parkview, Suite 1200, Baltimore, Maryland 
                                                                   21044-3530
- -----------------------------------------------------------------------------
     (Address of principal executive offices)                      (Zip code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following.

                                      [_]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.

                                      [_]


       Securities to be registered pursuant to Section 12(b) of the Act:

                                     None

       Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, $.10 par value per share
                    --------------------------------------
                               (Title of class)
<PAGE>
 
Item 1:  Description of Registrant's Securities to be Registered.
         ------------------------------------------------------- 

         The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.10 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on February 14, 1997 (File No. 333-
21779) (the "Registration Statement on Form S-1"), is incorporated herein by
reference.

Item 2:  Exhibits.
         -------- 

         The following exhibits are filed herewith (or incorporated by reference
         as indicated below):

         1.  Amended and Restated Articles of Incorporation of the Registrant,
             incorporated herein by reference, to Exhibit 3.01 of the
             Registrant's Registration Statement on Form S-1.

         2.  Amended and Restated By-Laws of the Registrant, incorporated herein
             by reference, to Exhibit 3.02 of the Registrant's Registration
             Statement on Form S-1.

         3.  Specimen Common Stock Certificate, incorporated herein by
             reference, to Exhibit 4.01 of the Registrant's Registration
             Statement on Form S-1.
<PAGE>
 
                                   SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                    RWD TECHNOLOGIES, INC.



                                    By: /s/ Ronald E. Holtz
                                       ------------------------------------
                                          Ronald E. Holtz
                                          Vice President and Chief Financial
                                          Officer

Date:  February 14, 1997


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