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As filed with the Securities and Exchange
Commission on April 9, 1997 Registration No. 333-
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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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TEMPLATE SOFTWARE, INC.
(Exact name of issuer as specified in its charter)
Virinia 52-1042793
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
45365 Vintage Park Drive
Dulles, Virginia 20166
(Address of principal executive offices)
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TEMPLATE SOFTWARE, INC.
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
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E. Linwood Pearce
Chief Executive Officer
Template Software, Inc.
45365 Vintage Park Plaza
Dulles, Virginia 20166
(703) 318-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Joseph W. Conroy, Esq.
Hunton & Williams
1751 Pinnacle Drive - Suite 1700
McLean, Virginia 22102
(703) 714-7440
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 1,000,000 $12.75 $12,750,000 $3,864
par value . . . . . . . . . . . shares
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</TABLE>
(1) Estimated solely for the purpose of computing the registration
fee. This amount was calculated pursuant to Rule 457(c) on the basis of $12.75
per share, which was the average of the high and low prices of the registrant's
Common Stock on April 9, 1997, as reported in The Wall Street Journal.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Prospectus, dated November 27, 1996, contained in the
Company's Registration Statement on Form S-1 (File No. 333-17063), filed with
the Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") is incorporated herein by reference and made a part hereof.
In addition, all documents filed by the Company pursuant to Sections
13(a) and 13(c) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of the Prospectus and prior to the termination of the offering
of shares of the Company's Common Stock pursuant to the Template Software, Inc.
1996 Equity Incentive Plan (the "Plan"), any definitive proxy or information
statement filed pursuant to Section 14 of the Exchange Act in connection with
any subsequent meeting of shareholders and any reports filed pursuant to
Section 15(d) of the Exchange Act prior to any such termination of the offering
of shares, shall be deemed to be incorporated by reference in the Prospectus
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
the Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 13.1-697 of the code of Virginia (1950), as amended (the
"Virginia Code"), authorizes a corporation to indemnify an individual made a
party to a proceeding because he is or was a director against liability
incurred in the proceeding if such individual has conducted himself in good
faith and if, in the course of conduct in his official capacity, he believed
that his conduct was in the best interest of the corporation, and in all other
cases, he believed that his conduct was at least not opposed to the
corporation's best interest. A corporation is also authorized to indemnify a
director in the case of any criminal proceeding if the director had no
reasonable cause to believe his conduct was unlawful. The termination of the
proceeding by judgment, order, settlement or conviction is not, of itself,
determinative that the director did not meet the prescribed standard of
conduct. A corporation may not indemnify a director in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with any other proceeding
charging the director whether or not involving action in his official capacity
in which the director was adjudged liable on the basis that personal benefit
was improperly received by him.
Sections 13.1-698 and 13.1-702 of the Virginia Code provide that
unless limited by its articles of incorporation, a corporation shall indemnify
each director, officer, employee or agent who entirely prevails in the defense
of any proceeding to which he was a party because he is or was a director,
officer, employee or agent of the corporation against reasonable expenses
incurred by him in connection with the proceeding.
Section 13.1-704(B) of the Virginia Code provides that any
corporation shall have the power to make any further indemnity, including
indemnity with respect to a proceeding by or in the right of the corporation,
and to make additional provisions for advances and reimbursement of expenses to
any director, officer, employee or agent that may be authorized by the articles
of incorporation or by any bylaw made by the shareholders or any resolution
adopted, before or after the event, by the shareholders except an indemnity
against willful misconduct or a knowing violation of criminal law.
Article IV of the Articles of Incorporation of the Registrant
provides for indemnification of officers and directors in the situations
authorized by the Virginia Code.
The Registrant currently carries a director and officer liability
insurance policy with a per claim and annual aggregate coverage limit of at
least $1 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit No.
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<S> <C>
3.1* Amended and Restated Articles of Incorporation of the Company.
3.2* Bylaws of the Company.
4.1* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
</TABLE>
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<TABLE>
<S> <C>
23.1 Consent of Coopers & Lybrand L.L.P., independent auditors.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
</TABLE>
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* Incorporated by reference to exhibit of the same number to the Company's
Registration Statement on Form S-1 (Registration No. 333-17063), originally
filed with the Commission on November 27, 1996.
ITEM 9. UNDERTAKINGS.
(a) The Company 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 the Securities Act;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective 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;
provided, however, that paragraphs (a)(1)(i) and (a)(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 Company pursuant to
Section 13 or Section 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, 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.
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(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dulles, Virginia on this 9th day of April, 1997.
TEMPLATE SOFTWARE, INC.
By /s/ E. Linwood Pearce
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E. Linwood Pearce
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes E. Linwood Pearce to execute in the name of
each such person, and to file any amendment, including any post-effective
amendment, to the registration statement making such changes in the
registration statement as the registrant deems appropriate, and appoints Mr.
Pearce attorney-in-fact to sign in his behalf individually and in each capacity
stated below and file all amendments and post-effective amendments to the
registration statement.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 9th day of April, 1997.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ E. Linwood Pearce
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E. Linwood Pearce Chief Executive Officer and Director
/s/ Joseph M .Fox
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Joseph M. Fox Chairman of the Board and Director
/s/ Andrew B. Ferrentino
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Andrew B. Ferrentino President and Director
/s/ Kimberly E. Osgood
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Kimberly E. Osgood Chief Financial Officer and
Chief Accounting Officer
/s/ Duane A. Adams
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Duane A. Adams Director
/s/ Alan B. Salisbury
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Alan B. Salisbury Director
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
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<S> <C>
3.1* Amended and Restated Articles of Incorporation of
the Company.
3.2* Amended and Restated Bylaws of the Company.
4.1* Specimen Stock Certificate.
5 Opinion of Hunton & Williams.
23.1 Consent of Coopers & Lybrand L.L.P., independent auditors.
23.2 Consent of Hunton & Williams (included as part of Exhibit 5).
24 Power of Attorney (included as part of signature page).
</TABLE>
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* Incorporated by reference to exhibit of the same number to the
Company's Registration Statement on Form S-1 (Registration No.
333-17063).
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[HUNTON & WILLIAMS LETTERHEAD]
FILE NO: 51708.000008
April 9, 1997
Board of Directors
Template Software, Inc.
45365 Vintage Park Plaza
Dulles, VA 20166
REGISTRATION STATEMENT ON FORM S-8
TEMPLATE SOFTWARE, INC. 1996 EQUITY INCENTIVE PLAN
Gentlemen:
We have acted as counsel to Template Software, Inc., a Virginia
corporation (the "Company") in connection with the registration under the
Securities Act of 1933 of one million (1,000,000) shares of its common stock,
$01 par value (the "Common Stock"), to be issued as described in the Company's
registration statement on Form S-8 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") as of April 9, 1997,
and relating to the Company's 1996 Equity Incentive Plan. In connection with
the filing of the Registration Statement you have requested our opinion
concerning certain corporate matters.
Based upon the foregoing, we are of the opinion that the Common Stock
has been duly authorized and, upon issuance, as described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference of our firm therein.
Very truly yours,
/s/ Hunton & Williams
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8,
regarding the Company's 1996 Equity Incentive Plan, of our report dated January
2, 1997, on our audits of the balance sheets of Template Software, Inc. (the
"Company"), as of November 30, 1995 and 1996, and the related statements of
operations, shareholders' equity (deficit) and cash flows for each of the three
years in the period ended November 30, 1996.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
McLean, Virginia
April 8, 1997
