Template Software, Inc.
(www.template.com)
Ticker:TMPL 45365 Vintage Park Plaza
Exchange:NASDAQ-National Market Dulles, VA 20166
Industry:High-Tech (SIC Code 7373) (703) 318-1000

Offering Information
Type of Shares:Common Shares Filing Date:11/27/96
U.S. Shares:2,100,000 Offer Date:1/29/97
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:1,400,000 Offer Price:$16.00
Secondary Shares:700,000 Gross Spread:$1.12
Offering Amount: $33,600,000 Selling:$0.67
Expenses:$600,000 Reallowance:$0.10
Shares Out After:6,327,923

Primary Underwriting Group
ManagerTierPhone
Volpe, Welty & CompanyLead Manager (415) 274-4463
Piper Jaffray IncorporatedCo-manager (612) 342-6220

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Hunton & Williams
Bank's Law Firm: Goodwin Procter & Hoar

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
11/30/95 8/31/96 8/31/95 8/31/96
Revenue:$7.51$9.61$5.15Assets:$4.98
Net Income:$0.33$0.73$0.19Curr Assets:
EPS:$0.07$0.16$0.04Liabilities:$3.32
Prior EPS:-$0.09Curr Liabilities:
Cash Flow/Oper:Equity:$1.66
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company provides enterprise-wide software solutions to organizations that require large-scale distributed computing systems through its reusable software templates, robust software development environment & staff of software development professionals. The company believes that, by combing its reusable object code, and its family of visual development tools, its clients can obtain solutions in less time and at a lower cost that with traditional software development techniques. The company's current templates can provide up to 90% of the code necessary for a complete, functioning application. The company's solutions are targeted at large-scale, mission critical applications such as securities trading, telecommunications service management, aircraft maintenance scheduling, air traffic control and network monitoring systems.

Competition
The information technology consulting, software development and business solution markets include a large number of participants, are subject to rapid changes and are highly competitive. The company competes with and faces potential competition for client assignments and experienced personnel from a number of companies that have significantly greater financial, technical and marketing resources and generate greater revenues than does the company.

Business Plan
The company's objective is to be the leading provider of mission-critical, distributed business solutions. The company's strategy incorporates the following key elements: 1) focus on large and growing market for enterprise-wide, mission-critical solutions; 2) continue development of specialized templates; 3) concentrate on selected vertical markets; 4) expand distribution channels; 5) capitalize on the emerging Internet/Intranet market opportunity.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital and future acquisitions.

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