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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
155 Fleet Street, Portsmouth, New Hampshire 03801
(Address of Principal Executive Offices) (Zip Code)
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2000 Stock Incentive Plan
(Full Title of the Plan)
Daniel M. McGurl
Chairman of the Board of Directors and Chief Executive Officer
Bottomline Technologies (de), Inc.
155 Fleet Street
Portsmouth, New Hampshire 03801
(Name and Address of Agent For Service)
(603) 436-0700
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Offering Amount of
of Securities to be Registered Per Share Price Registration Fee
Registered
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Common Stock $.001
par value per share 1,619,992 (1) shares $ 4.25 (2) $6,884,966.00 (2) $ 1,721.24 (2)
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(1) Consists of an additional 1,619,992 shares issuable under the 2000 Stock Incentive Plan pursuant to the terms of such plan.
(2) 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 sale prices of the common stock as reported on The Nasdaq National Market on July 9, 2001.
Page 1 of 4 pages.
Exhibit Index begins on page 4.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-50202, filed by the Registrant on November 17, 2000 relating to the Registrant's 2000 Stock Incentive Plan.
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 Town of Portsmouth, State of New Hampshire, on the 13th day of July, 2001.
BOTTOMLINE TECHNOLOGIES (de), INC.
By: /s/ Daniel M. McGurl
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Daniel M. McGurl
Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Bottomline Technologies (de), Inc., hereby severally constitute Daniel M. McGurl, Robert A. Eberle and John A. Burgess Esq., 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 behalf in our capacities as officers and directors to enable Bottomline Technologies (de), Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated below and on the 13th day of July, 2001.
Signature Title --------- ----- /s/ Daniel M. McGurl Chairman of the Board and Chief ------------------------- (Principal Executive Officer) Daniel M. McGurl Executive Officer /s/ Joseph L. Mullen President and Director ------------------------- Joseph L. Mullen /s/ Robert A. Eberle Executive Vice President, Chief Financial Officer, ------------------------- Chief Operating Officer, Secretary and Director Robert A. Eberle (Principal Financial and Accounting Officer) /s/ James L. Loomis Director ------------------------- James L. Loomis /s/ Joseph L. Barry, Jr. Director ------------------------- Joseph L. Barry, Jr. /s/ Dianne Gregg Director ------------------------- Dianne Gregg /s/ James W. Zilinski Director ------------------------ James W. Zilinski |
INDEX TO EXHIBITS
Number Description
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4.1(1) Amended and Restated Certificate of
Incorporation of the registrant
4.2(1) Amended and Restated By-laws of the registrant
4.3(1) Specimen stock certificate of common stock
of the registrant
5.1 Opinion of Hale and Dorr LLP, counsel to
the registrant
23.1 Consent of Ernst & Young LLP, independent
auditors
23.2 Consent of Ernst & Young LLP, independent
auditors
23.3 Consent of Smith & Williamson, independent
auditors
23.4 Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
24.1 Power of attorney (included in the
signature pages of this registration
statement)
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(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.
EXHIBIT 5.1
[LETTERHEAD OF HALE AND DORR LLP]
July 12, 2001
Bottomline Technologies (de), Inc.
155 Fleet Street
Portsmouth, New Hampshire 03801
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 1,619,992 shares (the "Shares") of Common Stock, $0.001 par value per share (the "Common Stock"), of Bottomline Technologies (de), Inc., a Delaware corporation (the "Company"), issuable under the Company's 2000 Stock Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company and the By-laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the Delaware General Corporation Law statute and the federal laws of the United States of America. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Bottomline Technologies (de), Inc.
July 12, 2001
Based on the foregoing, we are of the opinion that the Company has duly authorized for issuance the Shares covered by the Registration Statement to be issued under the Plan, as described in the Registration Statement, and such Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ HALE AND DORR LLP HALE AND DORR LLP |
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus of Bottomline Technologies (de), Inc. pertaining to the registration of 1,619,992 shares of common stock and of our report dated August 2, 2000, (except Note 12, as to which the date is August 28, 2000), with respect to the consolidated financial statements and schedule of Bottomline Technologies (de), Inc. included in its Annual Report on Form 10-K for the year ended June 30, 2000, and our report dated October 3, 2000 with respect to the financial statements of Flashpoint, Inc. included in Bottomline Technologies (de), Inc.'s Current Report on Form 8-K/A, dated November 13, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Boston, Massachusetts
July 9, 2001
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8) and the related Prospectus of Bottomline Technologies (de), Inc. pertaining to the registration of 1,619,992 shares of common stock and of our report dated November 10, 2000 with respect to the consolidated financial statements of Checkpoint (Holdings) Limited (now Bottomline Technologies Limited) as of April 30, 2000 and 1999 and for the year ended April 30, 2000 and the period January 11, 1999 (inception) to April 30, 1999 and Checkpoint Securities Services Limited (now Bottomline Technologies Europe Limited) for the period May 1, 1998 to March 10, 1999 included in Bottomline Technologies (de), Inc.'s Current Report on Form 8-K/A, dated November 13, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
July 10, 2001
Reading, England
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of Bottomline Technologies (de), Inc.
pertaining to the registration of 1,619,992 shares of common stock and of our
report dated November 10, 2000 with respect to the financial statements of
Checkpoint Security Services Limited (now Bottomline Technologies Europe
Limited) for the year ended April 30, 1998 included in Bottomline Technologies
(de), Inc.'s Current Report on Form 8-K/A, dated November 13, 2000, filed with
the Securities and Exchange Commission.
/s/ Smith & Williamson
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Smith & Williamson
July 10, 2001
Guildford, England
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