<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RWD TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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MARYLAND 52-1552720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
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RWD TECHNOLOGIES, INC. 1998 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plans)
---------------
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
(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 2,000,000 shares (b) $21.625 $43,250,000 $12,758.75
================================================================================================================
</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
July 27, 1998.
(b) In accordance with Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional
shares of Common Stock that may be issuable to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
<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.
- II-1 -
<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
- II-2 -
<PAGE>
amendment of the Charter of the Corporation or repeal of any of its
provisions 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 1998 Omnibus Stock Incentive Plan, (the "Plan") (filed herewith).
4.1 Form Stock Option Grant Agreement under the Plan (filed herewith).
4.2 Corporate Charter and By-Laws (included in Registrant's registration
statement on Form S-1, File No. 21779) (incorporated herein by
reference)
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).
- II-3 -
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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.
(b) 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.
- II-4 -
<PAGE>
(c) 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 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 31st day
of July, 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: July 31, 1998
---------------------------
Robert W. Deutsch Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Ronald E. Holtz Chief Financial Officer Date: July 31, 1998
---------------------------
Ronald E. Holtz and Secretary
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<PAGE>
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.
By: /s/ Robert. W. Deutsch For himself and as Date: July 31, 1998
----------------------
Robert W. Deutsch Attorney-in-Fact
- II-6 -
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.0 1998 Omnibus Stock Incentive Plan (the "Plan") (filed herewith).
4.1 Form Stock Option Grant Agreement (filed herewith).
4.2 Corporate Charter and By-Laws (included in Registrant's
registration statement on Form S-1, File No. 21779) (incorporated
herein by reference)
5.0 Opinion of Piper & Marbury l.l.p. (contains Consent of Counsel)
23.1 Consent of Counsel (contained in Exhibit 5.0).
23.2 Consent of Independent Public Accountants (filed herewith).
24.0 Power of Attorney.
- II-7 -
<PAGE>
EXHIBIT 4.0
RWD TECHNOLOGIES, INC.
1998 OMNIBUS STOCK INCENTIVE PLAN
1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS
RWD Technologies, Inc. hereby establishes the RWD Technologies, Inc. 1998
OMNIBUS STOCK INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to
promote the long-term growth and profitability of RWD Technologies, Inc. (the
"Corporation") by (i) providing its employees and directors with incentives to
improve stockholder value and to contribute to the growth and financial success
of the Corporation, and (ii) enabling the Corporation to attract, retain and
reward the best-available persons.
The Plan permits the granting of stock options (including incentive stock
options qualifying under Code section 422 and nonqualified stock options), stock
appreciation rights, restricted or unrestricted stock awards, phantom stock,
performance awards, or any combination of the foregoing.
2. DEFINITIONS
Under this Plan, except where the context otherwise indicates, the following
definitions apply:
(a) "Affiliate" shall mean any entity, whether now or hereafter existing,
which controls, is controlled by, or is under common control with, the
Corporation (including, but not limited to, joint ventures, limited liability
companies, and partnerships). For this purpose, "control" shall mean ownership
of 50% or more of the total combined voting power or value of all classes of
stock or interests of the entity.
(b) "Award" shall mean any stock option, stock appreciation right, stock
award, phantom stock award, or performance award.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder.
(e) "Common Stock" shall mean shares of common stock of the Corporation, par
value of ten cents ($0.10) per share.
(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(g) "Fair Market Value" of a share of the Corporation's Common Stock for any
purpose on a particular date shall mean (i) the Closing Price on the trading day
preceding such date, (ii) the Closing Price on the fifth trading day preceding
such date or (iii) the average of the Closing Price on each of the ten trading
days preceding such date, as determined in the discretion of the Administrator
on the date of grant; provided, however, that, with respect to any Award,
whichever definition is selected by the Administrator on the date of grant shall
be used on all other dates on which the meaning of Fair Market Value is required
for the duration of that Award. Notwithstanding the preceding sentence, with
respect
<PAGE>
to the grant of incentive stock options within the meaning of Code section 422,
Fair Market Value of a share of the Corporation's Common Stock on the grant date
shall mean the Closing Price on the trading day preceding such date. As used
herein, the "Closing Price" on a particular date shall mean the last reported
sale price per share of Common Stock, regular way, on such date or, in case no
such sale takes place on such date, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on a national securities exchange or included for quotation on the
Nasdaq-National Market, or if the Common Stock is not so listed or admitted to
trading or included for quotation, the last quoted price, or if the Common Stock
is not so quoted, the average of the high bid and low asked prices, regular way,
in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or, if such system is no
longer in use, the principal other automated quotations system that may then be
in use or, if the Common Stock is not quoted by any such organization, the
average of the closing bid and asked prices, regular way, as furnished by a
professional market maker making a market in the Common Stock as selected in
good faith by the Administrator or by such other source or sources as shall be
selected in good faith by the Administrator. If, as the case may be, the
relevant date is not a trading day, the determination shall be made as of the
next preceding trading day. As used herein, the term "trading day" shall mean a
day on which public trading of securities occurs and is reported in the
principal consolidated reporting system referred to above, or if the Common
Stock is not listed or admitted to trading on a national securities exchange or
included for quotation on the Nasdaq-National Market, any business day.
(h) "Grant Agreement" shall mean a written document memorializing the terms
and conditions of an Award granted pursuant to the Plan and shall incorporate
the terms of the Plan.
(i) "Parent" shall mean a corporation, whether now or hereafter existing,
within the meaning of the definition of "parent corporation" provided in Code
section 424(e), or any successor thereto.
(j) "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange Act on
the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange Act.
(k) "Subsidiary" and "subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the meaning of the
definition of "subsidiary corporation" provided in Section 424(f) of the Code,
or any successor thereto.
3. ADMINISTRATION
(a) Administration of the Plan. The Plan shall be administered by the Board
or by such committee or committees as may be appointed by the Board from time to
time (the Board, committee or committees hereinafter referred to as the
"Administrator").
(b) Powers of the Administrator. The Administrator shall have all the powers
vested in it by the terms of the Plan, such powers to include authority, in its
sole and absolute discretion, to grant Awards under the Plan, prescribe Grant
Agreements evidencing such Awards and establish programs for granting Awards.
<PAGE>
The Administrator shall have full power and authority to take all other
actions necessary to carry out the purpose and intent of the Plan, including,
but not limited to, the authority to: (i) determine the eligible persons to
whom, and the time or times at which Awards shall be granted; (ii) determine the
types of Awards to be granted; (iii) determine the number of shares to be
covered by or used for reference purposes for each Award; (iv) impose such
terms, limitations, restrictions and conditions upon any such Award as the
Administrator shall deem appropriate; (v) modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided however, that, except as provided in Section 7(d) of the
Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate or
otherwise change the time in which an Award may be exercised or becomes payable
and to waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to such Award, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of an
Award following termination of any grantee's employment; and (vii) establish
objectives and conditions, if any, for earning Awards and determining whether
Awards will be paid after the end of a performance period.
The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan and to adopt and
interpret such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.
(c) Non-Uniform Determinations. The Administrator's determinations under the
Plan (including without limitation, determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards and the Grant Agreements evidencing such Awards) need not be uniform
and may be made by the Administrator selectively among persons who receive, or
are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.
(d) Limited Liability. To the maximum extent permitted by law, the
Administrator shall be liable for any action taken or decision made in good
faith relating to the Plan or any Award thereunder.
(e) Indemnification. To the maximum extent permitted by law and by the
Corporation's charter and by-laws, the Administrator shall be indemnified by the
Corporation in respect of all their activities under the Plan.
(f) Effect of Administrator's Decision. All actions taken and decisions and
determinations made by the Administrator on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Administrator's
sole and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Corporation, its stockholders, any participants in the
Plan and any other employee of the Corporation, and their respective successors
in interest.
4. SHARES AVAILABLE FOR THE PLAN; MAXIMUM AWARDS
Subject to adjustments as provided in Section 7(d) of the Plan, the shares of
Common Stock that may be issued with respect to Awards granted under the Plan
shall not exceed an aggregate of 2,000,000 shares of Common Stock. The
Corporation shall reserve such number of shares for Awards under the Plan,
subject to adjustments as provided in Section 7(d) of the Plan. If any Award,
or portion of an Award, under the Plan expires or terminates unexercised,
becomes unexercisable or is forfeited or otherwise terminated, surrendered or
canceled as to any shares, or if any shares of Common Stock are
<PAGE>
surrendered to the Corporation in connection with any Award (whether or not such
surrendered shares were acquired pursuant to any Award), the shares subject to
such Award and the surrendered shares shall thereafter be available for further
Awards under the Plan; provided, however, that any such shares that are
surrendered to the Corporation in connection with any Award or that are
otherwise forfeited after issuance shall not be available for purchase pursuant
to incentive stock options intended to qualify under Code section 422.
Subject to adjustments as provided in Section 7(d) of the Plan, the maximum
number of shares of Common Stock subject to Awards of any combination that may
be granted during any one fiscal year of the Corporation to any one individual
shall be limited to 200,000. Such per-individual limit shall not be adjusted to
effect a restoration of shares of Common Stock with respect to which the related
Award is terminated, surrendered or canceled.
5. PARTICIPATION
Participation in the Plan shall be open to all employees, officers, and
directors of the Corporation, or of any Affiliate of the Corporation, as may be
selected by the Administrator from time to time.
6. AWARDS
The Administrator, in its sole discretion, establishes the terms of all Awards
granted under the Plan. Awards may be granted individually or in tandem with
other types of Awards. All Awards are subject to the terms and conditions
provided in the Grant Agreement.
(a) Stock Options. The Administrator may from time to time grant to eligible
participants Awards of incentive stock options as that term is defined in Code
section 422 or nonqualified stock options; provided, however, that Awards of
incentive stock options shall be limited to employees of the Corporation or of
any Parent or Subsidiary of the Corporation. Options intended to qualify as
incentive stock options under Code section 422 must have an exercise price at
least equal to Fair Market Value on the date of grant, but nonqualified stock
options may be granted with an exercise price less than Fair Market Value. No
stock option shall be an incentive stock option unless so designated by the
Administrator at the time of grant or in the Grant Agreement evidencing such
stock option.
(b) Stock Appreciation Rights. The Administrator may from time to time grant
to eligible participants Awards of Stock Appreciation Rights ("SAR"). An SAR
entitles the grantee to receive, subject to the provisions of the Plan and the
Grant Agreement, a payment having an aggregate value equal to the product of (i)
the excess of (A) the Fair Market Value on the exercise date of one share of
Common Stock over (B) the base price per share specified in the Grant Agreement,
times (ii) the number of shares specified by the SAR, or portion thereof, which
is exercised. Payment by the Corporation of the amount receivable upon any
exercise of an SAR may be made by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of
the Administrator. If upon settlement of the exercise of an SAR a grantee is to
receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of
a share of Common Stock on the exercise date. No fractional shares shall be
used for such payment and the Administrator shall determine whether cash shall
be given in lieu of such fractional shares or whether such fractional shares
shall be eliminated.
<PAGE>
(c) Stock Awards. The Administrator may from time to time grant restricted or
unrestricted stock Awards to eligible participants in such amounts, on such
terms and conditions, and for such consideration, including no consideration or
such minimum consideration as may be required by law, as it shall determine. A
stock Award may be paid in Common Stock, in cash, or in a combination of Common
Stock and cash, as determined in the sole discretion of the Administrator.
(d) Phantom Stock. The Administrator may from time to time grant Awards to
eligible participants denominated in stock-equivalent units ("phantom stock") in
such amounts and on such terms and conditions as it shall determine. Phantom
stock units granted to a participant shall be credited to a bookkeeping reserve
account solely for accounting purposes and shall not require a segregation of
any of the Corporation's assets. An Award of phantom stock may be settled in
Common Stock, in cash, or in a combination of Common Stock and cash, as
determined in the sole discretion of the Administrator. Except as otherwise
provided in the applicable Grant Agreement, the grantee shall not have the
rights of a stockholder with respect to any shares of Common Stock represented
by a phantom stock unit solely as a result of the grant of a phantom stock unit
to the grantee.
(e) Performance Awards. The Administrator may, in its discretion, grant
performance awards which become payable on account of attainment of one or more
performance goals established by the Administrator. Performance awards may be
paid by the delivery of Common Stock or cash, or any combination of Common Stock
and cash, as determined in the sole discretion of the Administrator.
Performance goals established by the Administrator may be based on the
Corporation's or an Affiliate's operating income or one or more other business
criteria selected by the Administrator that apply to an individual or group of
individuals, a business unit, or the Corporation or an Affiliate as a whole,
over such performance period as the Administrator may designate.
7. MISCELLANEOUS
(a) Withholding of Taxes. Grantees and holders of Awards shall pay to the
Corporation, or make provision satisfactory to the Administrator for payment of,
any taxes required to be withheld in respect of Awards under the Plan no later
than the date of the event creating the tax liability. The Corporation may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the grantee or holder of an Award, or to retain or
sell without notice a sufficient number of the shares to be issued to such
grantee or holder to cover any such taxes. In the event that payment to the
Corporation of such tax obligations is made in shares of Common Stock, such
shares shall be valued at Fair Market Value on the applicable date for such
purposes.
(b) Loans. The Corporation may make or guarantee loans to grantees to assist
grantees in exercising Awards and satisfying any withholding tax obligations.
(c) Transferability. Except as otherwise determined by the Administrator, and
in any event in the case of an incentive stock option or a stock appreciation
right granted with respect to an incentive stock option, no Award granted under
the Plan shall be transferable by a grantee otherwise than by will or the laws
of descent and distribution. Unless otherwise determined by the Administrator
in accord with the provisions of the immediately preceding sentence, an Award
may be exercised during the lifetime of the grantee, only by the grantee or,
during the period the grantee is under a legal disability, by the grantee's
guardian or legal representative.
<PAGE>
(d) Adjustments; Business Combinations. In the event of changes in the Common
Stock of the Corporation by reason of any stock dividend, split-up,
recapitalization, merger, consolidation, business combination or exchange of
shares and the like, the Administrator shall, in its discretion, make
appropriate adjustments to the maximum number and kind of shares reserved for
issuance or with respect to which Awards may be granted under the Plan as
provided in Section 4 of the Plan and to the number, kind and price of shares
covered by outstanding Awards, and shall, in its discretion and without the
consent of holders of Awards, make any other adjustments in outstanding Awards,
including but not limited to reducing the number of shares subject to Awards or
providing or mandating alternative settlement methods such as settlement of the
Awards in cash or in shares of Common Stock or other securities of the
Corporation or of any other entity, or in any other matters which relate to
Awards as the Administrator shall, in its sole discretion, determine to be
necessary or appropriate.
Notwithstanding anything in the Plan to the contrary and without the consent
of grantees or holders of Awards, the Administrator, in its sole discretion, may
make any modifications to any Awards, including but not limited to cancellation,
forfeiture, surrender or other termination of the Awards in whole or in part
regardless of the vested status of the Award, in order to facilitate any
business combination that is authorized by the Board to comply with requirements
for treatment as a pooling of interests transaction for accounting purposes
under generally accepted accounting principles.
The Administrator is authorized to make, in its discretion and without the
consent of grantees or holders of Awards, adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events affecting the Corporation, or the financial statements of
the Corporation or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Administrator determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.
(e) Substitution of Awards in Mergers and Acquisitions. Awards may be granted
under the Plan from time to time in substitution for Awards held by employees or
directors of entities who become or are about to become employees or directors
of the Corporation or an Affiliate as the result of a merger or consolidation of
the employing entity with the Corporation or an Affiliate, or the acquisition by
the Corporation or an Affiliate of the assets or stock of the employing entity.
The terms and conditions of any substitute Awards so granted may vary from the
terms and conditions set forth herein to the extent that the Administrator deems
appropriate at the time of grant to conform the substitute Awards to the
provisions of the awards for which they are substituted.
(f) Termination, Amendment and Modification of the Plan. The Board may
terminate, amend or modify the Plan or any portion thereof at any time.
(g) Non-Guarantee of Employment or Service. Nothing in the Plan or in any
Grant Agreement thereunder shall confer any right on an individual to continue
in the service of the Corporation or shall interfere in any way with the right
of the Corporation to terminate such service at any time.
(h) No Trust or Fund Created. Neither the Plan nor any Award shall create or
be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Corporation and a grantee or any other person. To the
extent that any grantee or other person acquires a right to receive payments
from the Corporation pursuant to an Award, such right shall be no greater than
the right of any unsecured general creditor of the Corporation.
<PAGE>
(i) Governing Law. The validity, construction and effect of the Plan, of
Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to
the Plan or such Grant Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State
of Maryland, without regard to its conflict of laws principles.
(j) Effective Date; Termination Date. The Plan is effective as of the date on
which the Plan was adopted by the Board, subject to approval of the stockholders
within twelve months before or after such date. No Award shall be granted under
the Plan after the close of business on the day immediately preceding the tenth
anniversary of the effective date of the Plan. Subject to other applicable
provisions of the Plan, all Awards made under the Plan prior to such termination
of the Plan shall remain in effect until such Awards have been satisfied or
terminated in accordance with the Plan and the terms of such Awards.
Date Approved by the Board: March 6, 1998
-------------
Date Approved by the Stockholders: May 19, 1998
------------
<PAGE>
EXHIBIT 4.1
RWD TECHNOLOGIES, INC.
STOCK OPTION GRANT AGREEMENT
This Grant Agreement (the "Agreement") is entered into this ___ day of ____,
199__, to be effective ________, 199__ (the "Grant Date"), by and between RWD
Technologies, Inc., a Maryland corporation (the "Corporation"), and ___________
("Grantee").
ARTICLE 1
GRANT OF OPTION
SECTION 1.1 GRANT OF OPTIONS. Subject to the provisions of the Agreement
-----------------------------
and pursuant to the provisions of the RWD Technologies, Inc. 1998 Omnibus Stock
Incentive Plan adopted by the Stockholders of the Corporation on May 19, 1998
(the "Plan"), the Corporation hereby grants to Grantee as of the Grant Date a
stock option (the "Option") of the type stated on Schedule A, attached hereto
and made a part hereof, to purchase all or any part of the number of shares of
Common Stock of the Corporation, par value of $.10 per share, set forth on
Schedule A, at the exercise price per share (the "Exercise Price") set forth on
Schedule A.
SECTION 1.2 TERM OF OPTIONS. Unless the Option granted pursuant to
----------------------------
Section 1.1 terminates earlier pursuant to other provisions of the Agreement,
the Option shall expire at 5:00 p.m. Eastern Time on the expiration date
specified in Schedule A. Notwithstanding the foregoing, in no event shall an
Option that is specified on Schedule A as being an Incentive Stock Option expire
later than 5:00 p.m. Eastern Time on the day prior to the tenth (10th)
anniversary of its Grant Date.
ARTICLE 2
VESTING
SECTION 2.1 VESTING SCHEDULE. Unless the Option has earlier terminated
-----------------------------
pursuant to the provisions of the Agreement, Grantee shall become vested in a
portion of the Option with respect to a percentage or number of the underlying
shares specified on Schedule A, beginning on the First Vesting Date, as
specified on Schedule A and on each annual anniversary of such First Vesting
Date, in accordance with the vesting schedule specified on Schedule A; provided,
however, that Grantee shall have been in the continuous employ of or affiliation
with the Corporation from the Grant Date through the specified anniversary of
such Grant Date.
SECTION 2.2 ACCELERATION OF VESTING. Unless the Option has earlier
------------------------------------
terminated pursuant to the provisions of the Agreement, vesting of the Option
granted to Grantee hereunder shall be accelerated so that the unvested portion
of the Option shall become one hundred percent (100%) vested in Grantee upon the
earlier to occur of: (i) Grantee's Retirement or Disability, as defined
<PAGE>
in Article 4 hereunder, or (ii) termination of Grantee's employment or
affiliation with the Corporation as a result of Grantee's death.
ARTICLE 3
EXERCISE OF OPTION
SECTION 3.1 EXERCISABILITY OF OPTION. No portion of the Option granted to
-------------------------------------
Grantee shall be exercisable by Grantee prior to the time such portion of the
Option has vested.
SECTION 3.2 MANNER OF EXERCISE. The vested portion of the Option may be
-------------------------------
exercised, in whole or in part, by delivering written notice to the Committee in
accordance with Section 5.9 hereof in such form as the Committee may require
from time to time; provided, however, that the Option may not be exercised at
any one time as to fewer than fifty (50) shares (or such number of shares as to
which the Option is then exercisable if such number of shares then exercisable
is less than fifty (50). Such notice shall specify the number of shares of
Common Stock subject to the Option as to which the Option is being exercised,
and shall be accompanied by full payment of the Exercise Price of the shares of
Common Stock as to which the Option is being exercised. Payment of the Exercise
Price shall be made in cash (or cash equivalents acceptable to the Committee in
the Committee's discretion). The Option may be exercised only in multiples of
whole shares and no partial shares shall be issued.
Unless the Committee otherwise determines and notifies the Grantee of such
determination prior to exercise of any portion of the Option, payment of the
exercise price may be made, in whole or in part, by delivery of a properly
executed exercise notice, together with irrevocable instructions (i) to a
brokerage firm approved by the Corporation to deliver promptly to the
Corporation the aggregate amount of stock sale or loan proceeds to pay the
exercise price and any withholding tax obligations that may arise in connection
with the exercise, and (ii) to the Corporation to deliver the certificates for
such purchased shares directly to such brokerage firm. In the Committee's sole
and absolute discretion, the Committee may authorize payment of the Exercise
Price to be made, in whole or in part, by such other means as the Committee may
prescribe.
SECTION 3.3 ISSUANCE OF SHARES AND PAYMENT OF CASH UPON EXERCISE. Upon
-----------------------------------------------------------------
exercise of the Option, in whole or in part, in accordance with the terms of the
Agreement and upon payment of the Exercise Price for the shares of Common Stock
as to which the Option is exercised, the Corporation shall issue to Grantee or
Grantee's permitted transferee, as the case may be, the number of shares of
Common Stock so paid for, in the form of fully paid and nonassessable Common
Stock. The stock certificates for any shares of Common Stock issued hereunder
shall, unless such shares are registered or an exemption from registration is
available under applicable federal and state law, bear a legend restricting
transferability of such shares.
ARTICLE 4
TERMINATION OF OPTION
SECTION 4.1 TERMINATION OF EMPLOYMENT OR AFFILIATION FOR REASON OTHER THAN
---------------------------------------------------------------------------
DEATH, DISABILITY OR RETIREMENT. Unless the Option has earlier terminated
- -------------------------------
pursuant to the provisions of the Agreement, the Option granted to Grantee shall
terminate in its entirety, regardless of whether the Option is vested in whole
or in part, thirty (30) calendar days after the
-2-
<PAGE>
date Grantee is no longer employed by, nor affiliated with, the Corporation and
its affiliates for any reason other than Grantee's death, disability or
retirement. Notwithstanding the foregoing, the Option granted to Grantee shall
terminate in its entirety, regardless of whether the Option is vested in whole
or in part, upon termination of the employment of the Grantee by the Corporation
or an affiliate for "cause." If Grantee is a party to a written employment
agreement with the Corporation or an affiliate which contains a definition of
"cause", "termination for cause" or any other similar term or phrase, whether
such Grantee is terminated for "cause" pursuant to this Section 4.1 shall be
determined according to the terms of and in a manner consistent with the
provisions of such written employment agreement. If Grantee is not party to such
a written employment agreement with the Corporation or an affiliate, then for
purposes of this Section 4.1, "cause" shall mean (i) any substantiated act by
Grantee involving dishonesty or bad faith against the Corporation or an
affiliate, or any act or omission that demonstrates a lack of integrity of
Grantee with respect to the Corporation or an affiliate; (ii) Grantee engaging
in acts or omissions that demonstrably and materially injure the business and
affairs of the Corporation or an affiliate, monetarily or otherwise; (iii)
breach or threatened breach by Grantee of any non-competition or confidentiality
agreement entered into between Grantee and the Corporation or its affiliate;
(iv) chronic use of alcohol, drugs or other similar substances affecting
Grantee's work performance; or (v) Grantee being convicted of, or pleading
guilty or nolo contendere to, or being indicted for a felony or other crime
involving theft, fraud or moral turpitude. The good faith determination by the
Committee of whether the Grantee's employment was terminated by the Corporation
for "cause" shall be final and binding for all purposes hereunder.
SECTION 4.2 UPON GRANTEE'S DEATH. Unless the Option has earlier
---------------------------------
terminated pursuant to the provisions of the Agreement, upon Grantee's death
Grantee's executor, personal representative, the person to whom the Option shall
have been transferred by will or the laws of descent and distribution, or such
other permitted transferee, as the case may be, may exercise all or any part of
the outstanding Option with respect to shares of Common Stock as to which the
Option is vested as of the Grantee's date of death, provided such exercise
occurs within twelve (12) months after the date of Grantee's death, but not
later than the end of the stated term of the Option.
SECTION 4.3 TERMINATION OF EMPLOYMENT OR AFFILIATION BY REASON OF
------------------------------------------------------------------
DISABILITY OR RETIREMENT. Unless the Option has earlier terminated pursuant
- ------------------------
to the provisions of the Agreement, in the event that Grantee ceases, by reason
of Disability or Retirement, to be an employee of or affiliated with the
Corporation or an affiliate, the vested portion of the outstanding Option may be
exercised in whole or in part at any time within twelve (12) months after the
date of Disability or Retirement, but not later than the end of the stated term
of the Option. For purposes of this Agreement, Disability shall mean the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months. Retirement shall mean the
termination of employment without cause at or after the Grantee reaches the
retirement age set forth in the Corporation's Personnel Policy. The Committee
may require such proof of Disability as the Committee in its sole discretion
deems appropriate and the Committee's determination as to whether Grantee is
Disabled shall be final and binding on all parties concerned.
SECTION 4.4 ENGAGING IN PROHIBITED ACTIVITIES. (a) Unless the Option has
----------------------------------------------
earlier terminated pursuant to the provisions of the Agreement, the Option
granted to Grantee shall
-3-
<PAGE>
terminate in its entirety, regardless of whether the Option is vested in whole
or in part, upon determination by the Committee that the Grantee has engaged in
"Prohibited Activities," as that term is defined below. The term "Prohibited
Activities" shall encompass all activities listed in clauses (i) through (iii)
of Section 4.1 above as well as (i) participating in an attempt to gain control
of the Corporation, which attempt has not been approved by the Board of
Directors of the Corporation; (ii) recruiting or otherwise soliciting employees
of the Corporation to terminate employment with the Corporation; or (iii)
accepting employment with or serving as a consultant, advisor or in any other
capacity to, an entity or person who engages or has engaged in any of the
activities listed in clauses (i), (ii) or (iii) of Section 4.1 above or clauses
(i) or (ii) of this paragraph (a) of Section 4.4, or is in any way competing
with the business interests of the Corporation. The good faith determination by
the Committee of whether the Grantee has engaged in Prohibited Activities shall
be final and binding for all purposes hereunder.
(b) If, subsequent to the time the Grantee exercises all or any portion of
the Option, the Committee determines that, while in the employ of the
Corporation or during the one year period thereafter, the Grantee engaged in any
Prohibited Activities, in addition to the termination of all outstanding
portions of the Option as set forth in paragraph (a) of this Section 4.4, the
Grantee shall be required to remit to the Corporation a "Recapture Payment," as
that term is defined below, within 30 days after notice by the Corporation that
this Section 4.4 applies to the Grantee's Option or portion thereof. The term
"Recapture Payment" shall be defined as: (i) to the extent the Grantee
beneficially owns any shares of Common Stock issued upon exercise of any portion
of the Option, a sum (in immediately available funds) equal to the excess of (i)
the Fair Market Value of said shares over (ii) the aggregate exercise price paid
for said shares of Common Stock.; or (ii) to the extent the Grantee has sold or
otherwise disposed of any shares of Common Stock issued upon exercise of any
portion of the Option, a sum (in immediately available funds) equal to the
excess of (i) the gross proceeds or other benefits to the Grantee from the
disposition of said shares over (ii) the aggregate exercise price paid for said
shares of Common Stock.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1 NON-GUARANTEE OF EMPLOYMENT. Nothing in the Plan or the
----------------------------------------
Agreement shall be construed as a contract of employment between the Corporation
(or an affiliate) and Grantee, or as a contractual right of Grantee to continue
in the employ of the Corporation or an affiliate, or as a limitation of the
right of the Corporation or an affiliate to discharge Grantee at any time.
SECTION 5.2 NO RIGHTS OF STOCKHOLDER. Grantee shall not have any of the
-------------------------------------
rights of a stockholder with respect to the shares of Common Stock that may be
issued upon the exercise of the Option until such shares of Common Stock have
been issued to him upon the due exercise of the Option.
SECTION 5.3 NOTICE OF DISQUALIFYING DISPOSITION. If Grantee makes a
------------------------------------------------
disposition (as that term is defined in (S)424(c) of the Code) of any shares of
Common Stock acquired pursuant to the exercise of an Incentive Stock Option
within two (2) years of the Grant Date or within one (1) year after the shares
of Common Stock are transferred to Grantee, Grantee shall notify the Committee
of such disposition in writing.
-4-
<PAGE>
SECTION 5.4 WITHHOLDING OF TAXES. The Corporation or any affiliate shall
---------------------------------
have the right to deduct from any compensation or any other payment of any kind
(including withholding the issuance of shares of Common Stock) due Grantee the
amount of any federal, state and/or local taxes required by law to be withheld
as the result of the exercise of the Option or the disposition (as that term is
defined in (S)424(c) of the Code) of shares of Common Stock acquired pursuant to
the exercise of the Option; provided, however, that the value of the shares of
Common Stock withheld may not exceed the statutory withholding amount required
by law. In lieu of such deduction, the Committee may require Grantee to make a
cash payment to the Corporation or an affiliate equal to the amount required to
be withheld. If Grantee does not make such payment when requested, the
Corporation may refuse to issue any Common Stock certificate under the Plan
until arrangements satisfactory to the Committee for such payment have been
made.
SECTION 5.5 NONTRANSFERABILITY OF OPTION. The Option shall be
-----------------------------------------
nontransferable otherwise than by will or the laws of descent and distribution
and, during the lifetime of Grantee, the Option may be exercised only by Grantee
or, during the period Grantee is under a legal disability, by Grantee's guardian
or legal representative.
SECTION 5.6 AGREEMENT SUBJECT TO CHARTER, BY-LAWS AND GOVERNING LAWS.
---------------------------------------------------------------------
This Agreement is subject to the Charter and By-Laws of the Corporation, and any
applicable Federal or state laws, rules or regulations, including without
limitation, the laws, rules, and regulations of the State of Maryland, other
than the conflict of laws principles thereof.
SECTION 5.7 GENDER. As used herein the masculine shall include the
-------------------
feminine as the circumstances may require.
SECTION 5.8 HEADINGS. The headings in the Agreement are for reference
---------------------
purposes only and shall not affect the meaning or interpretation of the
Agreement.
SECTION 5.9 NOTICES. All notices and other communications made or given
--------------------
pursuant to the Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to Grantee at the
address contained in the records of the Corporation, or addressed to the
Committee, care of the Corporation for the attention of its Secretary at its
principal office or, if the receiving party consents in advance, transmitted and
received via telecopy or via such other electronic transmission mechanism as may
be available to the parties.
SECTION 5.10 ENTIRE AGREEMENT; MODIFICATION. The Agreement contains the
--------------------------------------------
entire agreement between the parties with respect to the subject matter
contained herein and may not be modified, except as provided in the Plan or in a
written document signed by each of the parties hereto.
-5-
<PAGE>
SECTION 5.11 CONFORMITY WITH PLAN. This Agreement is intended to conform
----------------------------------
in all respects with, and is subject to all applicable provisions of, the Plan,
which is incorporated herein by reference. Unless stated otherwise herein,
capitalized terms in this Agreement shall have the same meaning as defined in
the Plan. Inconsistencies between this Agreement and the Plan shall be resolved
in accordance with the terms of the Plan. In the event of any ambiguity in the
Agreement or any matters as to which the Agreement is silent, the Plan shall
govern.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the date
first above written.
ATTEST: RWD TECHNOLOGIES, INC.
By:
- ----------------------------- -----------------------------------
Robert W. Deutsch, Chairman and CEO
WITNESS: GRANTEE
- ----------------------------- ----------------------------------------
Name:
Address:
Attachments:
Schedule A- Notice of Stock Options Grant and Option Agreement Option
Exercise Request Form (Exhibit A)
1998 Omnibus Stock Incentive Plan (Exhibit B)
-6-
<PAGE>
EXHIBIT 5.0
PIPER & MARBURY
L.L.P. WASHINGTON
CHARLES CENTER SOUTH NEW YORK
36 SOUTH CHARLES STREET PHILADELPHIA
BALTIMORE, MARYLAND 21201-3018 EASTON
410-539-2530
FAX: 410-539-0489
July 31, 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 (the
"Registration Statement") which was filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), and which registers 2,000,000 shares of the Common Stock of
the Company (the "Shares") to be issued pursuant to the RWD Technologies, Inc.
1998 Omnibus Stock Incentive Plan (the "Plan"), duly adopted by the Company's
Board of Directors at a meeting at which a quorum was present and approved by
the stockholders of the Company at a meeting at which a quorum was present.
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
<PAGE>
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 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 2,000,000, 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. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
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. 1998 Omnibus Stock Incentive
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. It should be noted that we have performed no audit
procedures subsequent to January 23, 1998, the date of our report. Furthermore,
we have not made an audit of any financial statements of the Company as of any
date or for any period subsequent to December 31, 1997, the date of the latest
financial statements covered by our report.
/s/ Arthur Andersen L.L.P.
Baltimore, Maryland,
July 30, 1998
<PAGE>
EXHIBIT 24.0
RWD TECHNOLOGIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of
RWD Technologies, Inc., 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 1998
Omnibus Stock Incentive 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: May 1, 1998
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ 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, and Director
Robert T. O'Connell
/s/ Jeffrey W. Wendel
- --------------------------------------------- Group Vice President-Information Technology, and Director
Jeffrey W. Wendel
/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>
