<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-50199
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Unit (2) Offering Price (2) Fee (2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 300,000 (1) $7.53 $2,259,000 $628.01
============================================================================================================
</TABLE>
(1) 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.
(2) 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 6, 1999 (i.e., $7.53).
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.
<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)
-2-
<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 Post-Effective Amendment No. 1 to the
Form S-8 Registration Statement and has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of Maryland, on the 7th 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 Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Columbia, State of Maryland, on the 7th 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 Amendment
No. 1 to the 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 February 17, 1999
- -------------------------------- Board and Director
Robert W. Deutsch (Principal Executive Officer)
/s/ Ronald E. Holtz Vice President, Chief Financial Officer February 17, 1999
- -------------------------------- and Director
Ronald E. Holtz (Principal Financial and Accounting Officer)
</TABLE>
-3-
<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: February 17, 1999 By: /s/ Robert W. Deutsch
---------------------------------------------
Robert W. Deutsch
For himself and as Attorney-In-Fact
-4-
<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)
-5-
<PAGE>
EXHIBIT 5.0
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH WASHINGTON
36 SOUTH CHARLES STREET NEW YORK
Baltimore, Maryland 21201-3010 PHILADELPHIA
410-539-2530 EASTON
FAX: 410-539-0489
October 8, 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 Post-Effective Amendment No. 1 to Form
S-8 Registration Statement (the "Amendment No. 1") 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 Amendment No. 1 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.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the Post-
Effective Amendment No. 1 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 Post-Effective Amendment No. 1 to the 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 4, 1999
<PAGE>
EXHIBIT 24.0
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and Directors
of RWD Technologies, Inc., a Maryland corporation (the "Company"), hereby
constitute and appoint Robert W. Deutsch, Ronald E. Holtz, and Herbert D.
Frerichs, Jr., Esquire, and each of them acting alone, 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 more of them, to sign for
the undersigned and in their respective names as Officers and as Directors of
the Company, a Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 relating to the proposed issuance of Common Stock and other securities
pursuant to the RWD Technologies, Inc. Amended and Restated Employee Stock
Purchase Plan (or any and all amendments, including post-effective amendments,
to such Registration Statement) and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and with full power of substitution; hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Bruce D. Alexander Director February 17, 1999
- --------------------------------
Bruce D. Alexander
/s/ John H. Beakes Director February 17, 1999
- --------------------------------
John H. Beakes
/s/ David J. Deutsch Director February 17, 1999
- --------------------------------
David J. Deutsch
/s/ Robert W. Deutsch Director February 17, 1999
- --------------------------------
Robert W. Deutsch
/s/ Ronald E. Holtz Director February 17, 1999
- --------------------------------
Ronald E. Holtz
/s/ Jerry P. Malec Director February 17, 1999
- --------------------------------
Jerry P. Malec
/s/ Robert T. O'Connell Director February 17, 1999
- --------------------------------
Robert T. O'Connell
/s/ Kenneth J. Rebeck Director February 17, 1999
- --------------------------------
Kenneth J. Rebeck
/s/ Deborah T. Ung Director February 17, 1999
- --------------------------------
Deborah T. Ung
/s/ Jeffrey W. Wendel Director February 17, 1999
- --------------------------------
Jeffrey W. Wendel
