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)
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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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2009 Stock Incentive Plan, as amended
(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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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¨
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Accelerated Filer
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x
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Non-Accelerated Filer
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¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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¨
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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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2,800,000(2) shares
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$27.03(3)
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$75,684,000(3)
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$8,673.39(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 2,800,000 shares issuable under the 2009 Stock Incentive Plan, as amended, 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 prices of the common stock as reported on The NASDAQ Global Select Market on February 1, 2012.
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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. 333-164536, filed by the Registrant on January 27, 2010 relating to the Registrant’s 2009 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 Portsmouth, New Hampshire, on this 3rd day of February, 2012.
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BOTTOMLINE TECHNOLOGIES (DE), INC.
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By:
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/s/ Kevin M. Donovan
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Kevin M. Donovan
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Bottomline Technologies (de), Inc., hereby severally constitute and appoint Joseph L.
Mullen, Robert A. Eberle and Kevin M. Donovan, 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.
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Signature
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Title
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Date
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/s/ Robert A. Eberle
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President, Chief Executive Officer and Director (Principal Executive Officer)
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February 3, 2012
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Robert A. Eberle
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/s/ Kevin M. Donovan
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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February 3, 2012
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Kevin M. Donovan
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/s/ Joseph L. Mullen
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Chairman of the Board
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February 3, 2012
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Joseph L. Mullen
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/s/ Joseph L. Barry Jr.
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Director
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February 3, 2012
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Joseph L. Barry Jr.
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/s/ Michael J. Curran
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Director
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February 3, 2012
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Michael J. Curran
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/s/ Jeffrey C. Leathe
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Director
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February 3, 2012
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Jeffrey C. Leathe
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/s/ James L. Loomis
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Director
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February 3, 2012
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James L. Loomis
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/s/ Daniel M. McGurl
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Director
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February 3, 2012
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Daniel M. McGurl
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/s/ Garen K. Staglin
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Director
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February 3, 2012
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Garen K. Staglin
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/s/ James W. Zilinski
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Director
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February 3, 2012
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James W. Zilinski
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INDEX TO EXHIBITS
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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(2)
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Amended and Restated By-Laws of the Registrant, as amended
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5.1
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP, independent registered public accounting firm
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24.1
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Power of attorney (included on the signature pages of this registration statement)
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99.1(3)
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2009 Stock Incentive Plan, as amended
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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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(2)
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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.
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(3)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed November 21, 2011 (File No.
000-25259) and incorporated herein by reference.
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Exhibit 5.1
February 3, 2012
Bottomline Technologies (de), Inc.
325 Corporate Drive
Portsmouth, New Hampshire 03801
Re: 2009 Stock
Incentive Plan, as amended
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 2,800,000 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 2009 Stock Incentive Plan, as amended (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, facsimile, photostatic, electronic 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 General Corporation Law of the State of Delaware and the federal laws of the United States of America.
This
opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
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Bottomline Technologies (de), Inc.
February 3, 2012
Page
2
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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. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinions set forth herein.
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.
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Very truly yours,
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WILMER CUTLER PICKERING HALE AND DORR LLP
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By:
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/s/ John A. Burgess
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John A. Burgess, Partner
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