As filed with the Securities and Exchange Commission on May 10, 2021

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Bottomline Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   02-0433294

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

325 Corporate Drive

Portsmouth, New Hampshire

  03801-6808
(Address of Principal Executive Offices)   (Zip Code)

2019 Stock Incentive Plan, as amended

(Full Title of the Plan)

Robert A. Eberle

Chief Executive Officer

Bottomline Technologies, 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities to be Registered   Amount to be
Registered(1) 		  Proposed Maximum
Offering Price Per
Share 		  Proposed Maximum
Aggregate Offering
Price 		  Amount of
Registration Fee

Common Stock, $.001 par value per share

 

2,200,000

shares

  $48.58(2)   $106,876,000(2)   $11,660.17

 

 

(1)

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.

(2)

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 Registrant’s common stock as reported on the Nasdaq Global Select Market on May 3, 2021.

 

 

 

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is being filed to register an additional 2,200,000 shares of Common Stock, $.001 par value per share, of Bottomline Technologies, Inc. (the “Registrant”) issuable under the Registrant’s 2019 Stock Incentive Plan, as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-235344, filed by the Registrant with the Securities and Exchange Commission on December 4, 2019, relating to the Plan.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Number

 

Description

4.1(1)   Amended and Restated Certificate of Incorporation of the Registrant, as amended
4.2(2)   Second Amended and Restated By-Laws of the Registrant
5.1   Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1   Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

23.2   Consent of Ernst & Young LLP, independent registered public accounting firm
24.1   Power of attorney (included on the signature pages of this registration statement)
99.1(3)   2019 Stock Incentive Plan, as amended

 

(1)

Previously filed with the Securities and Exchange Commission on November 9, 2020 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed (File No. 000-25259) and incorporated herein by reference.

(2)

Previously filed with the Securities and Exchange Commission on November 25, 2020 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-25259) and incorporated herein by reference.

(3)

Previously filed with the Securities and Exchange Commission on October 19, 2020 as Appendix A to the Registrant’s definitive proxy statement on Schedule 14A (File No. 000-25259) and incorporated herein by reference.

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 10th day of May, 2021.

 

BOTTOMLINE TECHNOLOGIES, INC.
By:   /s/ Bruce Bowden
  Bruce Bowden
  Chief Financial Officer and Treasurer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Bottomline Technologies, Inc., hereby severally constitute and appoint Joseph L. Mullen, Robert A. Eberle and Bruce Bowden, 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, 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.

 

Signature

  

Title

 

Date

/s/ Robert A. Eberle

Robert A. Eberle

   President, Chief Executive Officer and Director (Principal Executive Officer)   May 10, 2021

/s/ Bruce Bowden

Bruce Bowden

   Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   May 10, 2021

/s/ Joseph L. Mullen

Joseph L. Mullen

   Chairman of the Board   May 10, 2021

/s/ Kenneth J. D’Amato

Kenneth J. D’Amato

   Director   May 10, 2021

/s/ Peter Gibson

Peter Gibson

   Director   May 10, 2021

/s/ Jennifer M. Gray

Jennifer M. Gray

   Director   May 10, 2021

/s/ Paul H. Hough

Paul H. Hough

   Director   May 10, 2021

/s/ Jeffrey C. Leathe

Jeffrey C. Leathe

   Director   May 10, 2021

/s/ Benjamin E. Robinson III

Benjamin E. Robinson III

   Director   May 10, 2021

Exhibit 5.1

 

LOGO

 

LOGO

May 10, 2021

Bottomline Technologies, Inc.

325 Corporate Drive

Portsmouth, New Hampshire 03801

Re: 2019 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 2,200,000 shares of common stock, $0.001 par value per share (the “Shares”), of Bottomline Technologies, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2019 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, 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 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.

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.

 

LOGO

LOGO

Bottomline Technologies, Inc.

May 10, 2021

Page 2

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
By:   /s/ David A. Westenberg
  David A. Westenberg, Partner

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Stock Incentive Plan, as amended, of Bottomline Technologies, Inc. of our reports dated August 28, 2020, with respect to the consolidated financial statements and financial statement schedule of Bottomline Technologies, Inc. (formerly known as Bottomline Technologies (de), Inc.) and the effectiveness of internal control over financial reporting of Bottomline Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended June 30, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

May 10, 2021