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
x
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Accelerated Filer
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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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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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2,400,000(2)
shares
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$33.12(3)
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$79,488,000(3)
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$10,239(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 2,400,000 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 7, 2014.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statements on Form S-8, File
No. 333-164536, 333-171966 and 333-179325 filed by the Registrant on January 27, 2010, January 31, 2011 and February 3, 2012, respectively, all relating to the Registrant’s 2009 Stock Incentive Plan, as amended.
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 10
th
day of February, 2014.
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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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Name
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Title
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Date
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S
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OBERT
A.
E
BERLE
Robert A. Eberle
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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February 10, 2014
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S
/ K
EVIN
M.
D
ONOVAN
Kevin M. Donovan
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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February 10, 2014
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S
/ J
OSEPH
L.
M
ULLEN
Joseph L. Mullen
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Chairman of the Board
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February 10, 2014
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S
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OSEPH
L. B
ARRY
J
R
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Joseph L. Barry Jr.
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Director
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February 10, 2014
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S
/ M
ICHAEL
J.
C
URRAN
Michael J. Curran
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Director
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February 10, 2014
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S
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ENNIFER
M.
G
RAY
Jennifer M. Gray
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Director
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February 10, 2014
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S
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EFFREY
C. L
EATHE
Jeffrey C. Leathe
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Director
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February 10, 2014
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S
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AMES
L.
L
OOMIS
James L. Loomis
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Director
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February 10, 2014
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S
/ D
ANIEL
M.
M
C
G
URL
Daniel M. McGurl
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Director
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February 10, 2014
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S
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AMES
W. Z
ILINSKI
James W. Zilinski
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Director
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February 10, 2014
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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 Current Report on Form 8-K filed January 18, 2013 (File No. 000-25259) 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 20, 2013 (File No. 000-25259) and incorporated herein by reference.
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Exhibit 5.1
February 10, 2014
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 2,400,000 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.
Bottomline Technologies (de), Inc.
February 10, 2014
Page 2
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.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
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By:
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/s/ David A. Westenberg
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David A. Westenberg, Partner
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