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As filed with the Securities and Exchange Commission on August 1, 2000
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 21044-3530
(Address of principal executive offices) (Zip Code)
RWD TECHNOLOGIES, INC. AMENDED 1998 OMNIBUS STOCK INCENTIVE PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
LAURENS MACLURE, JR. ESQUIRE RICHARD C. TILGHMAN, JR., ESQUIRE
RWD Technologies, Inc. Piper Marbury Rudnick & Wolfe L.L.P.
10480 Little Patuxent Parkway 6225 Smith Avenue
Suite 1200 Baltimore, Maryland 21209-3600
Columbia, Maryland 21044-3530 (410) 580-3000
(410) 730-4377
CALCULATION OF REGISTRATION FEE
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=======================================================================================================================
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)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 3,500,000 (1)(2) $4.0625 $14,218,750 $3,754
per share
=======================================================================================================================
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(1) An aggregate of 5,500,000 shares of Common Stock may be offered or issued
pursuant to the RWD Technologies, Inc. Amended 1998 Omnibus Stock Incentive
Plan, 2,000,000 of which were previously registered on Form S-8 (File No.
333-60593), and 3,500,000 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.
(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 July 27, 2000 (i.e., $4.0625 per
share). 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.
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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. 333-60593), with
respect to securities offered pursuant to the RWD Technologies, Inc. Amended
1998 Omnibus Stock Incentive 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
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EXHIBIT
NUMBER DESCRIPTION
------- -------------------------------------------------------------------------------
<C> <S>
4.1 RWD Technologies, Inc. Amended 1998 Omnibus Stock Incentive Plan (incorporated
by reference to the Company's Schedule 14A, Definitive Proxy Statement, filed
with the Commission on April 6, 2000, 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 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)
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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 27th day of July, 2000.
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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert W. Deutsch Chief Executive Officer, Chairman of the July 27, 2000
-------------------------------- Board and Director
Robert W. Deutsch (Principal Executive Officer)
/s/ William M. Bambarger, Jr. Vice President, Chief Financial Officer, July 27, 2000
-------------------------------- Treasurer and Director
William M. Bambarger, Jr. (Principal Financial and Accounting Officer)
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A majority of the Board of Directors (Bruce D. Alexander, John H. Beakes,
James R. Kinney, Robert W. Deutsch, William M. Bambarger, Jr., Jerry P. Malec,
Robert T. O'Connell, Kenneth J. Rebeck, Deborah T. Ung, Jeffrey W. Wendel and
David Yager).
Date: July 27, 2000 By: /s/ Robert W. Deutsch
---------------------------------
Robert W. Deutsch
For himself and as Attorney-In-Fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.1 RWD Technologies, Inc. Amended 1998 Omnibus Stock Incentive Plan (incorporated
by reference to the Company's Schedule 14A, Definitive Proxy Statement, filed
with the Commission on April 6, 2000, 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 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)
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