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)
 
 
2000 Stock Incentive Plan
(Full Title of the Plan)
 
 
Joseph L. Mullen
Chief Executive Officer and President
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)
 

 
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
  
1,222,281(2)
shares
  
$
5.97
(3)
  
$
7,297,017.57
(3)
  
$
671.33
(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 1,222,281 shares issuable under the 2000 Stock Incentive 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 sale prices of the common stock as reported on The Nasdaq National Market on December 18, 2002.
 
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 19 th day of December, 2002.
 
 
BOTTOMLINE TECHNOLOGIES (de), INC.
By:
 
/s/    J OSEPH L. M ULLEN        
   
Joseph L. Mullen
Chief Executive Officer and President
 
POWER OF ATTORNEY AND SIGNATURES
 
We, the undersigned officers and directors of Bottomline Technologies (de), Inc., hereby severally constitute Joseph L. Mullen, 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 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 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 19 th day of December, 2002.

 
Signature
  
Title
/s/    D ANIEL M. M C G URL        
Daniel M. McGurl
  
Chairman of the Board
/s/    J OSEPH L. M ULLEN        
Joseph L. Mullen
  
Chief Executive Officer, President and Director (Principal Executive Officer)
/s/    R OBERT A. E BERLE        
Robert A. Eberle
  
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
/s/    J OSEPH L. B ARRY        
Joseph L. Barry
  
Director
/s/    J OHN W. B ARTER        
John W. Barter
  
Director
/s/    W ILLIAM O. G RABE        
William O. Grabe
  
Director
Dianne Gregg
  
Director
/s/    J AMES L. L OOMIS        
James L. Loomis
  
Director
/s/    J AMES W. Z ILINSKI        
James W. Zilinski
  
Director

 
INDEX TO EXHIBITS
 
Number
    
Description
4.1
(1)
  
Amended and Restated Certificate of Incorporation of the registrant
4.2
(1)
  
Amended and Restated By-laws 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 Hale and Dorr LLP (included in Exhibit 5.1)
24.1
 
  
Power of attorney (included in the signature pages of this registration statement)
(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
 
H ALE AND D ORR LLP
C OUNSELORS A T L AW
 
haledorr.com
60 S TATE S TREET Ÿ B OSTON , MA 02109
617-526-6000 Ÿ FAX 617-526-5000
 
                                         December 19, 2002
 
Bottomline Technologies (de), Inc.
325 Corporate Drive
Portsmouth, New Hampshire 03801
 
Re:    2000 Stock Incentive Plan
 
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 1,222,281 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 and the legal competence of all signatories to 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 General Corporation Law of the State of Delaware 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.

December 19, 2002
Page 2
 
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
 
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
 
Very truly yours,
 
/ S / H ALE AND D ORR LLP
 
HALE AND DORR LLP
 
Exhibit 23.1
 
CONSENT OF INDEPENDENT AUDITORS
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Bottomline Technologies (de), Inc. 2000 Stock Incentive Plan of our report dated August 1, 2002, with respect to the consolidated financial statements of Bottomline Technologies (de), Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 2002 and the related financial statement schedule included therein, filed with the Securities Exchange Commission.
 
 
/ S /    E RNST & Y OUNG LLP
 
 
 
 
 
Boston, Massachusetts
December 16, 2002