As filed with the Securities and Exchange Commission on January 9, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
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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, Portsmouth, New Hampshire
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03801
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(Address of Principal Executive Offices)
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(Zip Code)
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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
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock $.001 par value per share
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463,519(2) shares
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$9.11(3)
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$4,222,658.09(3)
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$341.61(3)
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(1)
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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.
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(2)
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Consists of an additional 463,519 shares issuable under the 2000 Stock Incentive Plan pursuant to the terms of such plan.
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(3)
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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 January 2, 2004.
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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 9th day of January, 2004.
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BOTTOMLINE TECHNOLOGIES (de), INC.
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By:
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/s/ Joseph L.
Mullen
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Joseph L. Mullen
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Chief Executive Officer and President
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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 9th day of January, 2004.
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Signature
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Title
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/s/ Daniel M. McGurl
Daniel M. McGurl
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Chairman of the Board
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/s/ Joseph L.
Mullen
Joseph L. Mullen
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Chief Executive Officer, President and Director (Principal Executive Officer)
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/s/ Robert A.
Eberle
Robert A. Eberle
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Chief Operating Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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/s/ Joseph L. Barry,
Jr.
Joseph L. Barry, Jr.
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Director
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/s/ John W.
Barter
John W. Barter
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Director
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/s/ William O.
Grabe
William O. Grabe
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Director
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/s/ Dianne
Gregg
Dianne Gregg
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Director
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/s/ James L.
Loomis
James L. Loomis
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Director
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/s/ James W.
Zilinski
James W. Zilinski
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Director
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INDEX TO EXHIBITS
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of the registrant
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4.2(1)
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Amended and Restated By-laws of the registrant
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5.1
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Opinion of Hale and Dorr LLP, counsel to the registrant
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23.1
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Consent of Ernst & Young LLP independent auditors
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23.2
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Consent of Hale and Dorr LLP (included in Exhibit 5.1)
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24.1
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Power of attorney (included in the signature pages of this registration statement)
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(1)
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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.
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Exhibit 5.1
haledorr.com
60 S
TATE
S
TREET
• B
OSTON
,
MA 02109
617-526-6000 • fax 617-526-5000
January 9, 2004
Bottomline Technologies (de), Inc.
325 Corporate Drive
Portsmouth, New Hampshire 03801
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Re:
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2000 Stock Incentive Plan
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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 463,519 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 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 Plans, 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.
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B
OSTON
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L
ONDON
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M
UNICH
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N
EW
Y
ORK
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O
XFORD
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P
RINCETON
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R
ESTON
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W
ALTHAM
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W
ASHINGTON
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Hale and Dorr LLP is a Massachusetts limited liability partnership. Our London and Oxford offices are operated under a Delaware limited liability
partnership.
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January 9, 2004
Page 2
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 Plans, 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.
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Very truly yours,
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/s/ Hale and Dorr LLP
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HALE AND DORR
LLP
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