0001073349false00010733492021-07-222021-07-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
——————
FORM 8-K
——————
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2021
____________________
Bottomline Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Commission file number: 000-25259
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
02-0433294
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
325 Corporate Drive
|
03801-6808
|
|
Portsmouth,
|
New Hampshire
|
(Zip Code)
|
|
(Address of principal executive offices)
|
|
Registrant’s telephone number, including area code: (603) 436-0700
(Former Name or Former Address, if Changed Since Last Report)
____________________
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):
|
|
|
|
|
|
|
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
Title of each class:
|
Trading Symbol(s):
|
Name of each exchange on which registered:
|
|
Common Stock, $.001 par value per share
|
EPAY
|
The Nasdaq Global Select Market
|
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).
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2021, Bottomline Technologies, Inc. (the “Company”) announced that Mr. John Kelly would retire from his position as General Manager, Legal Solutions effective August 24, 2021. The Company recognizes and thanks Mr. Kelly for his dedication and service to the Company.
The Company and Mr. Kelly entered into a letter agreement (the “Letter Agreement”) on July 22, 2021 pursuant to which Mr. Kelly agreed to serve as a special advisor for a period of twelve months following the effective date of his retirement in order to ensure an orderly transition of his responsibilities. In consideration for Mr. Kelly performing such functions as reasonably requested by the Company, prior awards of restricted stock granted to Mr. Kelly will continue to vest during the term of his engagement as an advisor in accordance with the existing terms of those awards.
The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
BOTTOMLINE TECHNOLOGIES, INC.
|
|
|
|
|
|
July 23, 2021
|
By:
|
/s/ Eric K. Morgan
|
|
|
|
Eric K. Morgan
|
|
|
|
Executive Vice President, Global Controller
|
Exhibit 10.1
Bottomline
325 Corporate Drive
Portsmouth, NH 03801
SPECIAL ADVISOR AND TRANSITION AGREEMENT
John Kelly
80 Old Post Road
Unit #7
New Rochelle, NY 10801
Dear John:
As discussed, we understand your desire to retire from Bottomline Technologies, Inc. (“Bottomline”) on August 24, 2021. We thank you for your commitment and service to Bottomline over the past decade. The transition of responsibilities, knowledge and relationships you have built during your tenure at Bottomline are critically important. This letter is intended to memorialize your willingness and agreement to assist in that transition.
To best support a smooth transition, you have agreed to serve as a Special Advisor to Bottomline for twelve months beginning August 24, 2021 and continuing through August 24, 2022, providing such support as may be reasonably necessary or required, including making yourself available to answer questions, providing historical information, or advising the business on matters that were within the scope of your responsibilities during your employment with Bottomline.
You will not receive any salary or bonus for the term of this engagement however your prior stock awards will continue to vest according to their existing terms through August 24, 2022 as consideration and compensation for your continued availability to Bottomline and service as a Special Advisor. You will also be eligible to participate in our group health insurance coverage through COBRA for up to an 18-month period should you choose to do so.
Please acknowledge your agreement and acceptance of the terms hereof by executing this letter below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jennifer Gray
|
|
|
Acknowledged and Agreed:
|
|
|
Chair, Leadership Development and Compensation Committee
|
|
|
|
|
|
|
|
|
/s/ John Kelly
|
|
|
/s/ Steph Lucey
|
|
|
Name: John Kelly
|
|
|
Steph Lucey
|
|
|
Date: July 22, 2021
|
|
|
Chief People Officer
|
|
