SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. __)
TEMPLATE SOFTWARE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
(Title of Class
of Securities)
879788 10 7
(CUSIP Number of Class
of Securities)
Pascal Durand Barthez
Alcatel Alsthom
33 rue Emeriau
75015 Paris, France
Telephone Number 011 33 1 40 76 10 10
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box ____.
Check the following box if a fee is being paid with this
statement /X/. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
1. Name of Reporting Person
Alcatel N.V.
S.S. or I.R.S. Identification No. of Above Person
Not applicable
4. Source of Funds
WC
6. Citizenship or Place of Organization
The Netherlands
7. Sole Voting Power
8. Shared Voting Power
500,000
9. Sole Dispositive Power
10. Shared Dispositive Power
500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
13. Percent of Class Represented by Amount in Row (11)
12.1%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alcatel SA
4. Source of Funds
AF
6. Citizenship or Place of Organization
Republic of France
7. Sole Voting Power
8. Shared Voting Power
500,000
9. Sole Dispositive Power
10. Shared Dispositive Power
500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
13. Percent of Class Represented by Amount in Row (11)
12.1%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Compagnie Financiere Alcatel
4. Source of Funds
AF
6. Citizenship or Place of Organization
Republic of France
7. Sole Voting Power
8. Shared Voting Power
500,000
9. Sole Dispositive Power
10. Shared Dispositive Power
500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
13. Percent of Class Represented by Amount in Row (11)
12.1%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alcatel Alsthom
4. Source of Funds
AF
6. Citizenship or Place of Organization
Republic of France
7. Sole Voting Power
8. Shared Voting Power
500,000
9. Sole Dispositive Power
10. Shared Dispositive Power
500,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
13. Percent of Class Represented by Amount in Row (11)
12.1%
14. Type of Reporting Person
CO
<PAGE>
Item 1. Security and Issuer
The name of the issuer is Template Software, Inc., a
Virginia corporation ("TSI"), and the address of its principal
executive offices is 45365 Vintage Park Plaza, Dulles, Virginia
20166. The title and class of equity securities to which this
statement relates is TSI's common stock, par value $.01 (the
"Common Stock").
Item 2. Identity and Background
The persons filing this statement (the "Reporting Persons")
are Alcatel N.V., a company limited by shares with ordinary
structure organized under the laws of The Netherlands, Alcatel
SA, a French Societe Anonyme, Compagnie Financiere Alcatel, a
French Societe Anonyme ("CFA"), and Alcatel Alsthom Compagnie
Generale d'Electricite, or Alcatel Alsthom, a French Societe
Anonyme. Alcatel N.V. is wholly owned by Alcatel SA which, in
turn, is wholly owned by CFA. CFA is wholly owned by Alcatel
Alsthom, a publicly held company. The business address of
Alcatel N.V. is Burgemeester Elsenlaan 170, 2288 BH Rijswijk, The
Netherlands. The business address of each of the other Reporting
Persons is 33 rue Emeriau, 75015 Paris, France. The name,
business address, present principal occupation or employment and
citizenship of each director and executive officer of each of the
Reporting Persons (collectively, the "Officers and Directors") is
set forth on Schedule I.
During the past five years no Reporting Person, and, to the
best knowledge of the Reporting Persons, no Officer or Director,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in such person being
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Alcatel Alsthom, together with its consolidated subsidiaries
and associated companies (including the other Reporting Persons),
provides equipment and systems for the telecommunications, energy
and transportation industries.
Item 3. Source and Amount of Funds or Other Consideration
The source of the funds used in making the acquisition of
TSI securities described in this statement was the working
capital of Alcatel N.V.
Item 4. Purpose of Transaction
Alcatel N.V. purchased all 500,000 authorized shares of
TSI's Series A Convertible Preferred Stock, par value $.01 (the
"Series A Stock"), for an aggregate purchase price of $8,000,000
pursuant to a Convertible Preferred Stock Purchase Agreement,
dated as of November 27, 1996, between Alcatel N.V. and TSI (the
"Stock Purchase Agreement"). Pursuant to its terms, the Series A
Stock automatically converted into 500,000 shares of Common Stock
upon the consummation of TSI's initial public offering on
February 3, 1997.
Under the Stock Purchase Agreement, Alcatel N.V. agreed that
neither it nor its affiliates would acquire beneficial ownership
of any additional shares of Common Stock, or any securities
convertible into, or exchangeable or exercisable for, Common
Stock ("Common Stock Equivalents") if, as a result of such
transaction, Alcatel N.V. and its affiliates would, in the
aggregate, beneficially own (assuming the conversion, exchange or
exercise of all Common Stock Equivalents owned by them) more than
19.9% of the then outstanding shares of Common Stock. The
Purchase Agreement, among other things, also grants Alcatel N.V.
the right to prior notice of meetings of TSI's Board of Directors
(the "Board of Directors") and each executive or other similar
committee of the Board of Directors, and, at any time that the
designee of the Holders of the Investor Shares (as such terms are
defined below) is not serving as a member of the Board of
Directors, the right to have an observer at each such meeting.
The foregoing notice and observer rights will terminate at such
time as Alcatel N.V., its affiliates and their respective
assignees own, in the aggregate, less than three percent of the
shares of Common Stock deemed to be outstanding on a fully
diluted basis, as determined in accordance with the Purchase
Agreement (the "Fully Diluted Common Shares").
In connection with Alcatel N.V.'s purchase of the Series A
Stock, Alcatel N.V., TSI and certain executive officers and
directors of TSI owning, in the aggregate, approximately 42.6% of
the shares of Common Stock outstanding immediately after the
consummation of TSI's initial public offering (the "Principal
Shareholders") entered into a Shareholders' Agreement dated as of
November 27, 1996 (the "Shareholders Agreement"). Pursuant to
the Shareholders Agreement, among other things, TSI agreed to
cause an individual designated by the holders of a majority of
the shares of Common Stock into which the Series A Stock was
converted upon consummation of TSI's initial public offering and
any additional shares of Common Stock or other securities
received in respect of, or in exchange for, such shares
(collectively, the "Investor Securities") to be nominated for
election to the Board of Directors, and the Principal
Shareholders agreed to use all reasonable efforts to cause such
nomination and agreed to vote their shares of Common Stock for
such designee's election to the Board of Directors. Persons
owning or having a right to acquire Investor Securities are
collectively referred to as "Holders".
The Principal Shareholders also agreed, subject to certain
exceptions, not to effect transfers of shares of Common Stock or
Common Stock Equivalents constituting, in the aggregate, at least
five percent of the then outstanding shares of Common Stock
without affording the Holders the opportunity to sell a pro rata
portion of the Investor Securities. The Principal Shareholders
further agreed not to solicit any proposal for any such
transaction, or participate in any discussions or negotiations
with respect thereto, without giving the Holders prior notice
thereof, and also agreed to advise the Holders of the receipt of
any request for information, inquiry or proposal with respect
thereto and to use their best efforts to keep the Holders
apprised of the status of any such proposals, discussions or
negotiations.
TSI also agreed, subject to certain exceptions, not to
solicit any proposal for the transfer of any significant portion
of TSI's assets, or the transfer or issuance of shares of Common
Stock or Common Stock Equivalents constituting, in the aggregate,
at least five percent of the shares of Common Stock outstanding
immediately prior to such transaction, or participate in any
discussions or negotiations with respect thereto, without giving
the Holders prior notice thereof, and also agreed to advise the
Holders of any request for information, inquiry or proposal with
respect thereto and to use its best efforts to keep the Holders
apprised of the status of any such proposals, discussions or
negotiations.
Alcatel N.V.'s rights under the Shareholders Agreement
described above are automatically transferred to any person or
persons to whom Alcatel N.V. transfers all or any portion of the
Investor Securities in any transaction excluding registered
public offerings and a sale made in reliance upon Rule 144
promulgated under the Securities Act of 1933. Investor
Securities acquired in such excluded transactions cease to be
Investor Securities and the acquirors thereof are not deemed to
be Holders. Such rights shall terminate at such time as the
Holders cease to own, in the aggregate, at least three percent of
the Fully Diluted Common Shares.
TSI and Alcatel N.V. also entered into a Registration Rights
Agreement, dated as of November 27, 1996 (the "Registration
Rights Agreement"), pursuant to which TSI has agreed, subject to
certain limitations, to effect up to two registrations, at TSI's
expense, of all or a portion of the shares of Common Stock
acquired upon conversion of the Series A Stock and any additional
shares of Common Stock or other securities received in respect
of, or in exchange for, such shares (collectively, the
"Registrable Securities"), upon the request of the holders of a
majority of the then outstanding Registrable Securities. Written
requests for registration may be given at any time, after
February 3, 1998, provided that the securities for which
registration is requested either (i) constitute at least 25% of
the then outstanding Registrable Securities or (ii) have a fair
market value, as of the date the request for registration is
made, of at least $10,000,000. The right to require TSI to
effect the registration of Registrable Securities under the
Registration Rights Agreement may be assigned by Alcatel N.V. to
any assignee acquiring at least 25% of the Registrable
Securities.
The Reporting Persons acquired the Series A Stock for
investment purposes and continue to hold the shares of Common
Stock into which the Series A Stock was converted for such
purposes. Alcatel Alsthom expects to review the Reporting
Persons' investment in TSI on an ongoing basis and may, from time
to time, acquire additional securities of TSI or dispose of all
or a portion of the TSI securities then held by the Reporting
Persons and their affiliates. Alcatel Alsthom and TSI anticipate
entering into a business relationship in which Alcatel Alsthom
and its affiliates would design and develop software solutions
based on TSI's software "templates" and the expertise of Alcatel
Alsthom and its affiliates in the telecommunications, energy and
transportation industries. Alcatel N.V. has not exercised its
right to designate an individual to the Board of Directors and
has not made any determination to do so. Alcatel N.V. continues
to evaluate whether or not to exercise such right on an ongoing
basis, and may decide to do so at any time. Except as described
herein, the Reporting Persons do not currently have any plans or
proposals required to be described in response to Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Each Reporting Person may be deemed to be the
beneficial owner of the 500,000 shares of Common Stock held by
Alcatel N.V. due to the control relationship among the Reporting
Persons.
(b) Each of the Reporting Persons may be deemed to share
voting and dispositive power with respect to such 500,000 shares
of Common Stock.
(c) See the response to Item 4.
(d) No other person is known to have the right to receive,
or the power to direct the receipt of, any dividends from, or
proceeds from the sale of, such 500,000 shares of Common Stock.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Reference is made to the summary descriptions of certain
provisions of the Stock Purchase Agreement, the Shareholders
Agreement and the Registration Rights Agreement contained in the
response to Item 4, which descriptions are necessarily incomplete
and are modified in their entirety by reference to the texts of
such agreements, which are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit A Joint Filing Agreement, dated February __,
1997, among Alcatel Alsthom, Compagnie
Financiere Alcatel, Alcatel SA and Alcatel
N.V.
Exhibit B Convertible Preferred Stock Purchase
Agreement, dated as of November 27, 1996,
between TSI and Alcatel N.V. (incorporated by
reference to Exhibit 4.1 to TSI's
Registration Statement on Form S-1 No. 33-
317063)
Exhibit C Shareholders Agreement, dated as of November
27, 1996, between TSI and Alcatel N.V.
(incorporated by reference to Exhibit 4.3 to
TSI's Registration Statement on Form S-1 No.
33-317063)
Exhibit D Registration Rights Agreement, dated as of
November 27, 1996, between TSI and Alcatel
N.V. (incorporated by reference to Exhibit
4.2 to TSI's Registration Statement on Form
S-1 No. 33-317063)
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
February __, 1997 ALCATEL ALSTHOM
By: _____________________________
Name: Dominique Beaupere
Title: Director of Financial
Affairs
COMPAGNIE FINANCIERE ALCATEL
By: _____________________________
Name: Jean-Paul Barth
Title: Chairman and Chief
Executive Officer
ALCATEL SA
By: _____________________________
Name: Gerard Dega
Title: Chairman and Chief
Executive Officer
ALCATEL N.V.
By: _____________________________
Name: Jean-Paul Barth
Title: Chairman and Chief
Executive Officer of
Compagnie Financiere
Alcatel, the sole
managing director
EXHIBIT A
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the Schedule
13D dated February __, 1997, to which this Agreement is attached
as Exhibit A, and any amendments thereto, may be filed on behalf
of each such person.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: February __, 1997 ALCATEL ALSTHOM
By:__________________________
Name: Dominique Beaupere
Title: Director of Financial
Affairs
COMPAGNIE FINANCIERE ALCATEL
By:__________________________
Name: Jean-Paul Barth
Title: Chairman and Chief
Executive Officer
ALCATEL SA
By:__________________________
Name: Gerard Dega
Title: Chairman and Chief
Executive Officer
ALCATEL N.V.
By:__________________________
Name: Jean-Paul Barth
Title: Chairman and Chief
Executive Officer of
Compagnie Financiere
Alcatel, the sole
managing director
<PAGE>
SCHEDULE 1
Alcatel Alsthom
The following table sets forth the names, present
principal occupation or employment and citizenship of the
directors and executive officer of Alcatel Alsthom. The business
address of each of such individuals is Alcatel Alsthom, 33 rue
Emeriau, 75015 Paris, France, except where otherwise indicated
below.
Name Principal Occupation Citizenship
or Employment
Serge Tchuruk Chairman and CEO of Alcatel France
Alsthom
Rand V. Araskog Chairman and CEO of ITT United
1330 Avenue of the Americas States
New York, NY 10019-5490, USA
Rene Bourdin Commissioner, International France
Chamber of Commerce
Arbitrage Commission
Guy Dejouany Honorary Chairman of Compagnie France
Generale des Eaux
Compagnie Generale des Eaux
52, rue d'Anjou
75008 Paris, France
Jacques Friedmann Chairman and CEO of U.A.P. France
9, place Vendome
75001 Paris, France
Rene Lamy Honorary Chairman of Societe Belgium
Generale de Belgique
30, rue Royale
1000 Brussels, Belgium
Francois de Laage Chairman of the French France
de Meux Committee, International
Chamber of Commerce
<PAGE>
Pierre-Louis Lions Professor at the University France
of Paris-Dauphine and at
the Ecole Polytechnique -
Member of the French
Academy of Science
Universite de Paris IX Dauphine
Place de Lattre de Tassigny
75775 Paris Cedex 16, France
Jean Marmignon Marketing Manager, Special France
Cable Division of Alcatel
Cable
170, avenue Jean Jaures
BP 7153
69344 Lyon Cedex 07, France
Jean Peyrelevade Chairman and CEO of Credit France
Lyonnais
19, Boulevard des Italiens
75002 Paris, France
Cesare Romiti Chairman of FIAT S.p.A. Italy
Corso Marconi, 10/20
10125 Torino, Italy
Ambroise Roux Chairman of the Supervisory France
Board of Pinault
Printemps SA
8bis, rue Marguerite
75017 Paris, France
Andre Soria Value Analysis and Quality France
Assurance Manager, Cegelec
5, avenue Newton
BP 210
92142 Clamart Cedex, France
Marc Vienot Chairman and CEO of Societe France
Generale
Tour Societe Generale
92972 Paris la Defense Cedex,
France
Pierre Bilger Chief Executive Officer of France
GEC Alsthom
Josef Cornu Managing Director of the Belgium
Telecom Segment of Alcatel
Alsthom
Jean Pierre Halbron Senior Executive Vice France
President and Chief Financial
Officer of Alcatel Alsthom
Philippe Bissara Corporate Secretary of Alcatel France
Alsthom and its Subsidiaries
Pierre Bonafe Managing Director of the France
Systems Segment of Alcatel
Alsthom
Gerard Hauser Managing Director of the France
Cables Segment of Alcatel
Alsthom
<PAGE>
COMPAGNIE FINANCIERE ALCATEL
The following table sets forth the names and present
principal occupation or employment of each of the directors and
executive officers of Compagnie Financiere Alcatel ("CFA"). The
business address of each of such individuals is 33 rue Emeriau,
75015 Paris, France, and each is a citizen of France.
Name Principal Occupation or Employment
Jean-Paul Barth Chairman and CEO of CFA
Pascal Durand Barthez Legal Manager of Alcatel Alsthom
ALCATEL SA
The following table sets forth the names and present
principal occupation or employment of each of the directors and
executive officers of Alcatel SA. The business address of each
of such individuals is 33 rue Emeriau, 75015 Paris, France, and
each is a citizen of France.
Name Principal Occupation or Employment
Gerard Pierre Dega Chairman and CEO of CIT
Benoit Tellier Financial Director of the Telecom
Segment of Alcatel Alsthom
Pierre Solal Tax Director of Alcatel Alsthom
Pierre Le Roux Senior Executive Vice President of
the Telecom Segment of Alcatel
Alsthom
ALCATEL N.V.
The sole managing director of Alcatel N.V. is Compagnie
Financiere Alcatel, one of the Reporting Persons, and Alcatel
N.V. does not have any executive officers. Reference is made to
the list of the directors and executive officers of Compagnie
Financiere Alcatel set forth elsewhere in this Schedule I.
