RWD Technologies, Inc.
Ticker:RWDT 10480 Little Patuxent Parkway, Suite 1200
Exchange:NASDAQ-National Market Columbia, MD 21044
Industry:Service (SIC Code 7389) (410) 730-4377

Offering Information
Type of Shares:Common Shares Filing Date:2/14/97
U.S. Shares:3,000,000 Offer Date:6/19/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:3,000,000 Offer Price:$13.00
Secondary Shares:0 Gross Spread:$0.91
Offering Amount: $33,000,000 Selling:$0.50
Expenses:$985,000 Reallowance:$0.10
Shares Out After:13,795,367

Primary Underwriting Group
ManagerTierPhone
William Blair & CompanyLead Manager (312) 364-8990
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Piper & Marbury
Bank's Law Firm: Jones, Day, Reavis & Pogue
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$65.01Assets:$29.86
Net Income:$5.17Curr Assets:
EPS:$0.42Liabilities:$9.73
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$11.90Equity:$20.13
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides a broad range of integrated solutions designed to improve the productivity and effectiveness of workers in complex operating environments. As the scope and complexity of technology used by businesses accelerates and the global business environment becomes more competitive, companies are increasingly focused on maximizing the return on their advanced technology investments. To achieve this goal, companies must ensure their employees receive effective performance support, including the tools and training to operate these advanced systems effectively. Founded in 1988, the company initially provided conventional performance support services such as classroom training and hard copy documentation to plant personnel in large industrial companies employing complex manufacturing systems and technologies.

Use of Proceeds
The proceeds from the proposed offering will be used to repay money owed to two stockholders and for general corporate purposes including working capital and possible acquisitions.

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