As
filed
with the Securities and Exchange Commission on September 13, 2007
Registration
No. 333-_____
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)
|
2000
Stock Incentive 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)
CALCULATION
OF REGISTRATION FEE
Title
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
|
1,019,240
shares(2)
|
$12.74(3)
|
$12,985,118(3)
|
$398.64
|
(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 1,019,240 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 prices of the Registrant’s
Common Stock as reported on the Nasdaq Global Market on September
07,
2007.
|
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 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 the City of
Portsmouth, State of New Hampshire, on this 13
th
day of
September,
2007.
BOTTOMLINE
TECHNOLOGIES (de), INC.
By:
/s/
Robert A. Eberle
Robert
A.
Eberle
President
and
Chief Executive Officer
POWER
OF ATTORNEY AND SIGNATURES
We,
the
undersigned officers and directors of Bottomline Technologies (de), Inc., hereby
severally constitute and appoint Robert A. Eberle, Kevin M. Donovan 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 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.
|
|
|
|
|
|
|
Chairman
of the Board
|
September 13,
2007
|
|
|
|
Robert
A. Eberle
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
September 13,
2007
|
|
|
|
Kevin
M. Donovan
|
Chief
Financial Officer and Treasurer (Principal Financial and Accounting
Officer)
|
September 13,
2007
|
|
|
|
Joseph
L. Barry Jr.
|
Director
|
September 13,
2007
|
|
|
|
Michael
J. Curran
|
Director
|
September 13,
2007
|
|
|
|
Jeffrey
C. Leathe
|
Director
|
September 13,
2007
|
|
|
|
James
L. Loomis
|
Director
|
September 13,
2007
|
|
|
|
Daniel
M. McGurl
|
Director
|
September 13,
2007
|
|
|
|
Garen
K. Staglin
|
Director
|
September 13,
2007
|
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)
|
(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.
|
September
13, 2007
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 (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”), relating to an aggregate of 1,019,240 shares of common stock,
$.001 par value per share (the “Shares”), 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 and 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, 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 other copies, 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.
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,
WILMER
CUTLER PICKERING HALE AND DORR LLP
By: /s/
John A. Burgess
John
A. Burgess, Partner