s8.htm

 

UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
FORM S-8
 
REGISTRATION STATEMENT UNDER
 
THE SECURITIES ACT OF 1933
 
Bottomline Technologies (de), Inc.
 
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware
02-0433294
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
   
325 Corporate Drive, Portsmouth, New Hampshire
03801
(Address of Principal Executive Offices)
(Zip Code)
 
Amended and Restated 2000 Employee Stock Purchase Plan
(Full Title of the Plan)
 
Robert A. Eberle
President and Chief Executive Officer
Bottomline Technologies (de), Inc.
325 Corporate Drive
Portsmouth, New Hampshire 03801
 
(Name and Address of Agent For Service)
 
(603) 436-0700
(Telephone Number, Including Area Code, of Agent For Service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large Accelerated Filer   
Accelerated Filer     x
Non-Accelerated Filer     
(Do not check if a smaller reporting company)
Smaller Reporting Company     

 



 
 
 


                        CALCULATION OF REGISTRATION FEE

 
Title of Each Class of Securities to be  Registered
 
 
Amount to be Registered(1)
 
Proposed Maximum  Offering Price Per Share
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
 
Common Stock $.001 par value per share
 
 
2,500,000(2) shares
 
$19.85(3)
 
$49,625,000(3)
 
$5,761.46(3)

 (1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)
Consists of an additional 2,500,000 shares issuable under the Amended and Restated 2000 Employee Stock Purchase Plan pursuant to the terms of such plan.

(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the common stock as reported on The NASDAQ Global Market on January 25, 2011.


 

 

 
 
 

STATEMENT OF INCORPORATION BY REFERENCE
 
                  This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statements on Form S-8, File Nos. 333-50202 and 333-125464, filed by the Registrant on November 17, 2000 and June 3, 2005, respectively, relating to the Registrant's 2000 Employee Stock Purchase Plan.

 


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Portsmouth, New Hampshire, on this 31st day of January, 2011.
 
 
  BOTTOMLINE TECHNOLOGIES (DE), INC.  
       
 
By:
/s/ Kevin M. Donovan  
    Kevin M. Donovan  
    Chief Financial Officer and Treasurer  
       
 
POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Bottomline Technologies (de), Inc., hereby severally constitute and appoint Joseph L. Mullen, Robert A. Eberle and Kevin M. Donovan, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Bottomline Technologies (de), Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
/s/ Robert A. Eberle
Robert A. Eberle
 
President, Chief Executive Officer and Director (Principal Executive Officer)
January 31, 2011
/s/ Kevin M. Donovan
Kevin M. Donovan
 
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
January 31, 2011
/s/ Joseph L. Mullen
Joseph L. Mullen
 
Chairman of the Board
January 31, 2011
/s/ Joseph L. Barry Jr.
Joseph L. Barry Jr.
 
Director
January 31, 2011
/s/ Michael J. Curran
Michael J. Curran
 
Director
January 31, 2011
/s/ Jeffrey C. Leathe
Jeffrey C. Leathe
 
Director
January 31, 2011
/s/ James L. Loomis
James L. Loomis
 
Director
January 31, 2011
/s/ Daniel M. McGurl
Daniel M. McGurl
 
Director
January 31, 2011
/s/ Garen K. Staglin
Garen K. Staglin
 
Director
January 31, 2011
/s/ James W. Zilinski
James W. Zilinski
Director
January 31, 2011
 

 
 
 


INDEX TO EXHIBITS
 
Number
Description
4.1(1)
Amended and Restated Certificate of Incorporation of the Registrant
   
4.2(2)
Amended and Restated By-Laws of the Registrant, as amended
   
5.1
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
   
23.1
Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5.1)
   
23.2
Consent of Ernst & Young LLP, independent registered public accounting firm
   
24.1
Power of attorney (included on the signature pages of this registration statement)
   
99.1(3)
Amended and Restated 2000 Employee Stock Purchase Plan
____________
 
(1)           Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-67309) and incorporated herein by reference.
 
(2)           Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2007 (File No. 000-25259) and incorporated herein by reference.
 
(3)           Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed November 19, 2010 (File No. 000-25259) and incorporated herein by reference.