march8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1 to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 14, 2008
Bottomline
Technologies (de), Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-25259
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02-0433294
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(State
or Other Jurisdiction
of
Incorporation
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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325
Corporate Drive, Portsmouth, New Hampshire
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03801
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (603) 436-0700
Not
Applicable.
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Explanatory
Note
This
Current Report on Form 8-K/A is
filed as an amendment to the Current Report on Form 8-K filed by Bottomline
Technologies (de), Inc. (the “Registrant”) on February 20,
2008.
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On
February 14,
2008, the Compensation Committee of the Board of Directors of the Registrant
recommended, and the Board of Directors of the Registrant approved, a program
designed to encourage and promote long term share ownership by the Registrant’s
directors. Under this program, each director holding options to purchase
shares of the Registrant’s common stock (the “Common Stock”), as of February 14,
2008 that are
in-the-money and fully vested on the date of election may elect to exercise
the
options and receive shares
of Common Stock with a
value equal to (a) the closing price of the Common Stock on the date of exercise
minus (b) the exercise price of the options. This was disclosed in
the Registrant’s Form
8-k
filed
on February 20, 2008. This
amendment is being
filed to clarify that any such exercise would be
effectuated via
a “net share
settlement” pursuant to
which a number of shares of Common Stock equal in value (based upon the closing
price of the Common Stock on the election date) to the exercise price of
the
options would be withheld upon exercise of the options.
Any
directors
electing this option agree
not to sell or transfer
the
shares of Common Stock received upon exercise of the options for a period
of two
years from the date of the date of exercise. The Compensation Committee
and the Board of Directors believes that encouraging and promoting long term
director Common Stock ownership best aligns the interests of the Registrant’s
directors with those of its stockholders.
All
directors of the
Registrant, including Robert A. Eberle, President and Chief Executive Officer
of
the Registrant, and Joseph L. Mullen, former Chief Executive Officer of the
Registrant, are eligible to participate in this program. Messrs. Eberle and
Mullen held in-the-money, fully-vested options to purchase approximately
291,000
and 464,000 shares of Common Stock, respectively, with
an aggregate in-the-money value of
$934,000 and
$1.9
million, respectively,
as of February 14, 2008.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BOTTOMLINE
TECHNOLOGIES (de),
INC. |
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Date:
March 26, 2008
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By:
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/s/ Kevin
Donovan |
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Kevin
Donovan |
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Chief
Financial Officer and Treasurer |
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