As filed with the Securities and Exchange Commission on January 26, 2007

Registration No. 333-            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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Bottomline Technologies (de), Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

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Delaware		02-0433294
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
325 Corporate Drive, Portsmouth, New Hampshire		03801
(Address of Principal Executive Offices)		(Zip Code)

 

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2000 Stock Incentive Plan

(Full Title of the Plan)

 

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Robert A. Eberle

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)

 

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CALCULATION OF REGISTRATION FEE

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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		2,251,138 shares(2)		$10.39(3)		$23,389,324(3)		$2,502.66

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(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)	Consists of an additional 2,251,138 shares issuable under the 2000 Stock Incentive Plan pursuant to the terms of such plan.

(3)	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 Market on January 23, 2007.

 

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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. 333-50202, filed by the Registrant on November 17, 2000 relating to the Registrant’s 2000 Stock Incentive Plan.

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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 the City of Portsmouth, State of New Hampshire, on this 26th day of January, 2007.

 

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Bottomline Technologies (de), Inc., hereby severally constitute and appoint Robert A. Eberle, Kevin M. Donovan 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 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.

 

Signature		Title		Date
/s/ Daniel M. McGurl		Chairman of the Board		January 26, 2007
Daniel M. McGurl
/s/ Joseph L. Mullen		Vice Chairman of the Board		January 26, 2007
Joseph L. Mullen
/s/ Robert A. Eberle		President and Chief Executive		January 26, 2007
Robert A. Eberle		Officer and Director (Principal executive officer)
/s/ Kevin M. Donovan		Chief Financial Officer and		January 26, 2007
Kevin M. Donovan		Treasurer (Principal financial and accounting officer)
/s/ Joseph L. Barry, Jr.		Director		January 26, 2007
Joseph L. Barry, Jr.

 

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/s/ Michael J. Curran		Director		January 26, 2007
Michael J. Curran
/s/ Jeffrey C. Leathe		Director		January 26, 2007
Jeffrey C. Leathe
/s/ James L. Loomis		Director		January 26, 2007
James L. Loomis
		Director
James W. Zilinski

 

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INDEX TO EXHIBITS

 

Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation of the Registrant
4.2(1)		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)

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(1)	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.