<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1998
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
RWD TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
---------------
<TABLE>
<S> <C>
MARYLAND 52-1552720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
---------------
10480 LITTLE PATUXENT PARKWAY, SUITE 1200
COLUMBIA, MARYLAND 21044
(410) 730-4377
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
---------------
RWD TECHNOLOGIES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
---------------
<TABLE>
<S> <C>
RONALD E. HOLTZ HERBERT D. FRERICHS, JR., ESQUIRE
RWD TECHNOLOGIES, INC. PIPER & MARBURY L.L.P.
10480 LITTLE PATUXENT PARKWAY 36 South Charles Street
COLUMBIA, MARYLAND 21044 BALTIMORE, MARYLAND 21201
(410) 730-4377 (410) 539-2530
</TABLE>
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(a) OFFERING PRICE(a) REGISTRATION FEE(a)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 per share 175,000 shares (b) $23.50 $4,112,500 $1,213.19
==============================================================================================================
</TABLE>
(a) Pursuant to Rules 457(c) and (h)(1), the proposed maximum offering price
per share, proposed maximum aggregate offering price and amount of
registration fee are based upon the average of the high and low prices of
the Common Stock of the registrant on the Nasdaq National Market System on
April 7 , 1998.
(b) Also covers an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by RWD Technologies, Inc. (the
"Company") with the Securities and Exchange Commission and are incorporated
herein by reference: (a) Annual Report on Form 10-K for the fiscal year ending
December 31, 1997; (b) all other reports filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the end of
the fiscal year covered by the registrant document referred to in subclause (a)
above; and (c) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated May 27, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
documents required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Maryland General Corporation Law ("MGCL"), Article Eighth,
Paragraph (5) of the Company's Charter provides for indemnification of directors
and officers of the Company, as follows:
The Corporation shall indemnify (A) its directors and officers, whether
serving the Corporation or, at its request, any other entity, to the full
extent required or permitted by the General Laws of the State of Maryland
now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (B) other employees
and agents to such extent as shall be authorized by the Board of Directors
or the Corporation's By-Laws and be permitted by law. The foregoing rights
of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors may
take such action as is necessary to carry out these indemnification
provisions and is expressly empowered to adopt, approve and amend from time
to time such By-Laws, resolutions or contracts implementing such provisions
or such further indemnification arrangements as may be permitted by law.
No amendment of the charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the right to indemnification provided
hereunder with respect to acts or omissions occurring prior to such
amendment or repeal.
Also, the Company's By-Laws contain indemnification procedures that implement
the indemnification provisions of the Charter. The MGCL permits a corporation
to indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities, unless it is established that (a)
the act or omission of the director or officer was material to the matter giving
rise to such proceeding and (i) was committed in bad faith or (ii) was the
result of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services, or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the action or omission was unlawful.
As permitted by the MGCL, Article Eighth, Paragraph (6) of the Company's Charter
provides for limitation of liability of directors and officers of the Company,
as follows:
To the fullest extent permitted by Maryland statutory or decisional law, as
amended or interpreted, no director or officer of this Corporation shall be
personally liable to the Corporation or its stockholders for money damages.
No amendment of the Charter of the Corporation or repeal of any of its
provisions
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<PAGE>
shall limit or eliminate the benefits provided to directors and officers
under this provision with respect to any act or omission which occurred
prior to such amendment or repeal.
The MGCL permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and its
stockholders for money damages, except to the extent that (i) the person
actually received an improper benefit or profit in money, property or services
or (ii) a judgment or other final adjudication is entered in a proceeding based
on a finding that the person's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding.
As permitted under Section 2-418(k) of the MGCL, the Company has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such, whether or not the registrant would have the power to indemnify such
persons under the provisions of Maryland law governing indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.0 1997 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.05 of the Company's Registration
Statement on Form S-1 dated February 14, 1997 (No. 333-21779), as
amended).
5.0 Opinion of Piper & Marbury L.L.P. (contains Consent
of Counsel)(filed herewith).
23.1 Consent of Counsel (contained in Exhibit 5.0).
23.2 Consent of Independent Public Accountants (filed herewith).
24.0 Power of Attorney (filed herewith).
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<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Paragraphs (1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
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<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Howard, and the State of Maryland on this 15th day
of April, 1998.
RWD TECHNOLOGIES, INC.
By: /s/ Robert W. Deutsch
--------------------------------
Robert W. Deutsch
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ Robert W. Deutsch Chairman and Chief Date: April 15, 1998
- --------------------------- Executive Officer
Robert W. Deutsch
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Ronald E. Holtz Chief Financial Officer Date: April 15, 1998
- --------------------------- and Secretary
Ronald E. Holtz
A MAJORITY OF THE BOARD OF DIRECTORS:
Robert W. Deutsch, John H. Beakes, Ronald E. Holtz, David J. Deutsch, John E.
Lapolla, Kenneth J. Rebeck, Jeffrey W. Wendel, Jerry P. Malec, Robert T.
O'Connell and Bruce D. Alexander.
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<PAGE>
By: /s/Robert W. Deutsch For himself and as Date: April 15, 1998
------------------------ Attorney-in-Fact
Robert W. Deutsch
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.0 1997 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.05 of the Company's Registration Statement on Form S-1
dated February 14, 1997 (No. 333-21779), as amended).
5.0 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel)
(filed herewith).
23.1 Consent of Counsel (contained in Exhibit 5.0).
23.2 Consent of Independent Public Accountants (filed herewith).
24.0 Power of Attorney (filed herewith).
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<PAGE>
EXHIBIT 5.0
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
April 15, 1998
RWD Technologies, Inc.
10480 Little Patuxent Parkway, Suite 1200
Columbia, Maryland 21044
Re: Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for RWD Technologies, Inc., a Maryland corporation
(the "Company"), in connection with a Registration Statement on Form S-8 which
was filed by the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 175,000 shares of the Common
Stock of the Company (the "Shares") to be issued pursuant to the RWD
Technologies, Inc. 1997 Employee Stock Purchase Plan (the "Plan").
In this capacity, we have examined the Registration Statement, the Charter
and By-Laws of the Company, the Plan, the proceedings of the Board of Directors
of the Company relating to the adoption of the Plan and reservation of the
Shares to be issued thereunder, certificates of the Secretary of the Company of
even date herewith (as to certain factual matters), and such other statutes,
certificates, instruments and documents relating to the Company, the Plan and
the Shares and matters of law as we have deemed necessary to the issuance of
this opinion. In such examination, we have assumed, without independent
investigation, the genuineness of all
<PAGE>
RWD Technologies, Inc.
April 13, 1997
Page 2
signatures, the legal capacity of all individuals who have executed any of the
aforesaid documents, the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies (and the authenticity of the originals of such copies), and that all
public records reviewed are accurate and complete. As to factual matters, we
have relied on the certificates of the Secretary referenced above and have not
independently verified the matters stated therein. We assume (a) that the
Company will have at the time of purchase under the Plan at least that number of
authorized but unissued shares of Common Stock of the Company equal to the
number of shares then being purchased, and (b) that, to the extent that the
shares issued under the Plan exceed 175,000, the Company shall have issued the
requisite number of shares to permit the additional shares to be available under
the terms of the Plan.
Based upon the foregoing, we are of the opinion and advise you that the
Shares to be issued by the Company pursuant to the Plan have been duly and
properly authorized for issuance by the Board of Directors and, when duly
issued, sold and delivered as contemplated in the Registration Statement and in
accordance with the Plan and the consideration contemplated therein has been
received, the Shares will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.2
RWD TECHNOLOGIES, INC.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of RWD Technologies, Inc. (the
"Company") pertaining to the RWD Technologies, Inc. 1997 Employee Stock Purchase
Plan, of our report dated January 23, 1998, with respect to the consolidated
financial statements of the Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, and the related
financial schedules included therein, previously filed with the Securities and
Exchange Commission.
/s/ Arthur Andersen L.L.P.
Baltimore, Maryland
April 13, 1998
<PAGE>
Exhibit 24.0
RWD TECHNOLOGIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of
Columbia Bancorp, a Maryland corporation, constitute and appoint Dr. Robert W.
Deutsch, John H. Beakes and Ronald E. Holtz, or any of them, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority in
said agents and attorneys-in-fact, and in any one or all of them, to sign for
the undersigned in their respective names as directors and officers of RWD
Technologies, Inc., a Registration Statement on Form S-8 (or other appropriate
form) to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and any amendment or supplement to such
registration statement relating to the sale of Common Stock under the 1997
Employee Stock Purchase Plan. We hereby confirm all acts taken by such agents
and attorneys-in-fact, or any one or more of them, as herein authorized.
Dated: August 22, 1997
<TABLE>
<CAPTION>
Signature Title
- ------------------------------------------- ---------------------------------------------------------------------
<S> <C>
/s/ Dr. Robert W. Deutsch
- ------------------------------------------- Chief Executive Officer and Chairman of the Board
Dr. Robert W. Deutsch of Directors (Principal Executive Officer)
/s/ John H. Beakes
- ------------------------------------------- President, Chief Operating Officer and Director
John H. Beakes
/s/ Ronald E. Holtz
- ------------------------------------------- Vice President, Chief Financial Officer, Secretary and Director
Ronald E. Holtz (Principal Financial and Accounting Officer)
/s/ Robert T. O'Connell
- ------------------------------------------- Sr. Vice President-Business Planning,
Robert T. O'Connell Director
/s/ Jeffrey W. Wendel
- ------------------------------------------- Group Vice President-Information Technology, Director
Jeffrey W. Wendel
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ John E. Lapolla
- ------------------------------------------- Group Vice President-Manufacturing Performance Support and Director
John E. Lapolla
/s/ Kenneth J. Rebeck
- ------------------------------------------- Group Vice President-Technology Transfer and Director
Kenneth J. Rebeck
/s/ Jerry P. Malec
- ------------------------------------------- Director
Jerry P. Malec
/s/ Bruce D. Alexander
- ------------------------------------------- Director
Bruce D. Alexander
/s/ David J. Deutsch
- ------------------------------------------- Director
David J. Deutsch
</TABLE>
