<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Template Software, Inc.
(Exact name of registrant as specified in its charter)
Virginia 52-1042793
(State of Incorporation) (I.R.S. Employer Identification Number)
----------------------------
45365 Vintage Park Plaza
Dulles, VA 20166
(703) 318-1000
----------------------------
TEMPLATE SOFTWARE, INC.
1996 EQUITY INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Peter J. Russo
Executive Vice President and Chief Financial Officer
Template Software, Inc.
45365 Vintage Park Plaza
Dulles, VA 20166
(703) 318-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
Copies to:
JOSEPH W. CONROY, ESQ.
COOLEY GODWARD LLP
2002 Edmund Halley Drive, Suite 300
Reston, Virginia 20191-3436
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities Amount to be Registered Proposed Maximum Proposed Maximum Aggregate Amount of
to be Registered Offering Price Per Share (1) Offering Price (1) Registration Fee
<S> <C> <C> <C> <C>
Stock Options and Common Stock 250,000 $3.40625 $851,563 $236.73
(par value $.001)
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price for
the unissued stock options Common Stock are based upon the average of the
high and low prices of Registrant's Common Stock as reported on the Nasdaq
National Market System on July 20, 1999.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 250,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1996 Equity Incentive Plan, as amended
(the "1996 Plan").
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-8, NO. 333-52241
The contents of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on May 8, 1998 relating to the 1996 Plan
(File No. 333-52241) is incorporated by reference herein.
EXHIBITS
Exhibit
Number
- -------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
2
<PAGE>
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 the City of Dulles, State of Virginia, on July 21, 1999.
TEMPLATE SOFTWARE, INC.
By: /s/ Peter J. Russo
------------------------------
Peter J. Russo
Executive Vice President and
Chief Financial Officer
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Fox and Peter J. Russo as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ Joseph M. Fox Chairman of the Board and July 21, 1999
- ---------------------------------- Co-Chief Executive Officer
Joseph M. Fox (Principal Executive Officer)
/s/ E. Linwood Pearce Co-Chief Executive Officer July 21, 1999
- ---------------------------------- and Director
E. Linwood Pearce
/s/ Andrew B. Ferrentino Director July 21, 1999
- ----------------------------------
Andrew B. Ferrentino
/s/ Peter J. Russo Executive Vice President and July 21, 1999
- ---------------------------------- Chief Financial Officer
Peter J. Russo (Principal Financial and
Accounting Officer)
/s/ Dr. Duane A. Adams Director July 21, 1999
- ----------------------------------
Dr. Dr. Duane Adams
/s/ Dr. Gerhard Barth Director July 21, 1999
- ----------------------------------
Dr. Gerhard Barth
/s/ Dr. Alan B. Salisbury Director July 21, 1999
- ----------------------------------
Dr. Alan B. Salisbury
</TABLE>
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages
</TABLE>
5
<PAGE>
EXHIBIT 5.1
Joseph W. Conroy, Esq.
Direct: (703) 262-8020
Internet: [email protected]
July 21, 1999
Template Software, Inc.
45365 Vintage Park Plaza
Dulles, VA 20166
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Template Software, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of an aggregate of 250,000 shares of
the Company's Common Stock, $.01 par value (the "Shares"), pursuant to the
Company's 1996 Equity Incentive Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Amended and Restated Certificate of Incorporation and
Bylaws and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and the related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ JOSEPH W. CONROY
- ---------------------------
Joseph W. Conroy
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 1999 relating to the
consolidated financial statements, which appears in Template Software, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
July 21, 1999
