As filed with the Securities and Exchange Commission on October 15, 1999
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)
Maryland 52-1552720
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10480 Little Patuxent Parkway
Suite 1200
Columbia, Maryland 21044
(Address of principal executive offices) (Zip Code)
RWD TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(formerly known as RWD TECHNOLOGIES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN)
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
RONALD E. HOLTZ HERBERT D. FRERICHS, JR., ESQUIRE
RWD Technologies, Inc. Piper & Marbury L.L.P.
10480 Little Patuxent Parkway 36 South Charles Street
Suite 1200 Baltimore, Maryland 21201
Columbia, Maryland 21044 (410) 539-2530
(410) 730-4377
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Unit (3) Offering Price (3) Fee (3)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value 300,000 (1)(2) $7.25 $2,175,000 $604.65
========================================================================================================================
</TABLE>
(1) An aggregate of 475,000 shares of Common Stock may be offered or issued
pursuant to the RWD Technologies, Inc. Amended and Restated Employee Stock
Purchase Plan, 175,000 of which were previously registered on Form S-8 (File No.
333-50199), and 300,000 of which are registered on this Form S-8.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions and an indeterminate number of plan
participation interests to be offered or sold pursuant to the RWD Technologies,
Inc. Amended and Restated Employee Stock Purchase Plan.
<PAGE>
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of RWD Technologies, Inc. Common
Stock reported on the Nasdaq National Market on October 13, 1999 (i.e., $7.25).
Pursuant to Rule 457(h)(2), no separate registration fee is provided for the
participation interests in the Amended and Restated Employee Stock Purchase
Plan. Pursuant to General Instruction E of Form S-8, the registration fee is
calculated with respect to the additional securities registered on this Form S-8
only.
<PAGE>
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of
the Registration Statement filed by RWD Technologies, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") (File No. 333-50199),
with respect to securities offered pursuant to the Company's 1997 Employee Stock
Purchase Plan, is hereby incorporated by reference.
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. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
4.1 RWD Technologies, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to the Company's
Schedule 14A, Definitive Proxy Statement, filed with the
Commission on April 5, 1999, File No. 000-22145)
4.2 Articles of Amendment and Restatement of the Charter
(incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1, dated February 14, 1997 (No.
333-21779), as amended)
4.3 Amended and Restated Bylaws (incorporated by reference to the
Exhibits to 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., counsel for the Registrant,
regarding the legal validity of the shares of Common Stock being
registered for issuance under the Plan (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)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on this Form S-8 Registration
Statement and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Columbia,
State of Maryland, on the 13th day of October, 1999.
RWD TECHNOLOGIES, INC.
By: /s/ Robert W. Deutsch
-------------------------
Robert W. Deutsch
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the RWD Technologies, Inc. Amended and Restated Employee
Stock Purchase Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Columbia, State of Maryland, on the 13th day of October, 1999.
RWD TECHNOLOGIES, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Ronald E. Holtz
-----------------------------
Ronald E. Holtz
On behalf of the Compensation
Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert W. Deutsch Chief Executive Officer, Chairman of the Board October 13, 1999
- --------------------------------- and Director
Robert W. Deutsch (Principal Executive Officer)
/s/ Ronald E. Holtz Vice President, Chief Financial Officer October 13, 1999
- --------------------------------- and Director
Ronald E. Holtz (Principal Financial and Accounting Officer)
</TABLE>
<PAGE>
A majority of the Board of Directors (Bruce D. Alexander, John H.
Beakes, David J. Deutsch, Robert W. Deutsch, Ronald E. Holtz, Jerry P. Malec,
Robert T. O'Connell, Kenneth J. Rebeck, Deborah T. Ung and Jeffrey W. Wendel).
Date: October 13, 1999 By: /s/ Robert W. Deutsch
-----------------------------
Robert W. Deutsch For himself
and as Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 RWD Technologies, Inc. Amended and Restated Employee Stock
Purchase Plan (incorporated by reference to the Company's
Schedule 14A, Definitive Proxy Statement, filed with the
Commission on April 5, 1999, File No. 000-22145)
4.2 Articles of Amendment and Restatement of the Charter
(incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-1, dated February 14, 1997 (No.
333-21779), as amended)
4.3 Amended and Restated Bylaws (incorporated by reference to the
Exhibits to 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., counsel for the Registrant,
regarding the legal validity of the shares of Common Stock being
registered for issuance under the Plan (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)
<PAGE>
EXHIBIT 5.0
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
October 14, 1999
RWD Technologies, Inc.
10480 Little Patuxent Parkway
Suite 1200
Columbia, Maryland 21044
Ladies and Gentlemen:
We have acted as counsel for RWD Technologies, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Form S-8 Registration Statement (the
"Registration Statement") registering 300,000 shares of Common Stock, par value
$.10 per share, issuable pursuant to the exercise of stock options granted under
the RWD Technologies, Inc. Amended and Restated Employee Stock Purchase Plan
(the "Plan") (shares registered under the Plan pursuant to the Registration
Statement referred to as the "Plan Shares").
We have examined copies of the Company's Articles of Amendment and
Restatement of the Charter, Amended and Restated By-Laws, the Plan, all
resolutions adopted by the Company's Board of Directors relating to the above
and other records and documents that we have deemed necessary for the purpose of
this opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for this opinion. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to this opinion, we have relied on statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Plan Shares
issuable under the Plan have been duly authorized and will be (when issued, sold
and delivered as authorized) validly issued, fully paid and non-assessable.
The opinion set forth herein is limited to matters governed by the laws
of the State of Maryland and the Federal Laws of the United States of America,
and we express no opinion as to any other laws.
<PAGE>
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of RWD
Technologies, Inc. (the "Company") pertaining to the RWD Technologies, Inc.
Amended and Restated Employee Stock Purchase Plan, of our report dated January
27, 1999, with respect to the financial statements and schedules of the Company
included in its Annual Report (Form 10-K) for the year ended December 31, 1998.
It should be noted that we have performed no audit procedures subsequent to
January 27, 1999, 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, 1998, the date of the latest financial statements
covered by our report.
/s/ ARTHUR ANDERSEN L.L.P.
Baltimore, Maryland,
October 14, 1999
<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 and 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 Amended and Restated 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: February 17, 1999
Signature Title
/s/ Robert W. Deutsch Chief Executive Officer and Chairman of the Board
- ------------------------ Of Directors (Principal Executive Officer)
Dr. Robert W. Deutsch
/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 (Principal Financial and
Ronald E. Holtz Accounting Officer)
/s/ Robert T. O'Connell Senior Vice President-Business Planning
- ------------------------ and Director
Robert T. O'Connell
/s/ Jeffrey W. Wendel Senior Vice President-Information Technology
- ------------------------ and Director
Jeffrey W. Wendel
/s/ John E. Lapolla Senior Vice President-Manufacturing
- ------------------------ Performance Support and Director
John E. Lapolla
<PAGE>
/s/ Kenneth J. Rebeck Senior Vice President-Technology Transfer
- ------------------------ and Director
Kenneth J. Rebeck
/s/ Deborah T. Ung Senior Vice President-Enterprise Resource
- ------------------------ Planning Services and Director
Deborah T. Ung
/s/ Jerry P. Malec Director
- ------------------------
Jerry P. Malec
/s/ Bruce D. Alexander Director
- ------------------------
Bruce D. Alexander
/s/ David J. Deutsch Director
- ------------------------
David J. Deutsch
<PAGE>
