august8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): August 23,
2007
Bottomline
Technologies (de), Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-25259
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02-0433294
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(State
or Other Jurisdiction
of
Incorporation
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(Commission
File Number)
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(IRS
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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Registrant’s
telephone number, including area code: (603) 436-0700
Not
Applicable.
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of
Certain Officers.
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On
August 23, 2007, the compensation
committee of the board of directors of Bottomline Technologies (de), Inc. (the
“Registrant”) established a cash bonus plan for Robert Eberle and Peter Fortune
for the fiscal year ended June 30, 2008 (the “Bonus Plan”). The
Bonus Plan provides for the payment of cash bonuses of up to 100% of base salary
based upon the achievement of revenue and operating income targets established
by the committee and the achievement of key management
objectives. The cash bonuses are based on a percentage of base
compensation and are intended to be measured and paid quarterly, with an
opportunity for review of the overall bonus at year
end. Determinations regarding the bonuses are at the discretion of
the committee.
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
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On
August 23, 2007, the board of
directors of the Registrant adopted an amendment (the “Amendment”) to the
Registrant’s Amended and Restated By-laws to clarify the ability of the
Registrant to issue uncertificated securities through a direct registration
system. The foregoing description of the Amendment is qualified in
its entirety by the full text of the Amendment, which is attached hereto as
Exhibit 3.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
See
Exhibit Index attached
hereto.
SIGNATURE
Pursuant
to
the requirements of the Securities Exchange Act of 1934, the Registrant has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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BOTTOMLINE
TECHNOLOGIES
(de), INC. |
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August
24,
2007
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By:
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/s/ Kevin
Donovan |
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Kevin
Donovan |
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Chief
Financial Officer and
Teasurer |
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EXHIBIT
INDEX
Exhibit
Number
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Description
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3.1
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Amendment
No. 1 to Amended and Restated By-laws of Bottomline Technologies
(de),
Inc.
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