false0001073349BOTTOMLINE TECHNOLOGIES INC /DE/
0001073349
2019-11-25
2019-11-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2019
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Bottomline Technologies (de), Inc.
(Exact Name of Registrant as Specified in Charter)
Commission file number: 000-25259
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Delaware
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02-0433294
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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325 Corporate Drive
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03801-6808
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Portsmouth,
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New Hampshire
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(Zip Code)
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(Address of principal executive offices)
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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)
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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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered:
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Common Stock, $.001 par value per share
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EPAY
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On November 21, 2019 the Leadership Development and Compensation Committee of the Board of Directors (the “Committee”) of Bottomline Technologies (de), Inc. (“our” or the “Company”) determined that it was advisable to modify a prior restricted stock award that had been granted to our Chief Executive Officer to provide for an increase, to 35%, in the number of shares of that award which are subject to the achievement of performance conditions, in addition to time based conditions, in order to vest. Our Chief Executive Officer agreed to this modification. The Committee also expressed its expectation that 35% of any future awards of restricted stock to our Chief Executive Officer would similarly be subject to performance conditions, noting that the performance criteria would be evaluated at the time of any future award to ensure alignment with Company priorities and shareholder value creation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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November 25, 2019
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By:
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/s/ Eric K. Morgan
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Eric K. Morgan
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Executive Vice President, Global Controller
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