BOTTOMLINE TECHNOLOGIES INC /DE/, S-1/A, 1999-01-19

BOTTOMLINE TECHNOLOGIES INC /DE/
S-1/A, 1999-01-19
PREPACKAGED SOFTWARE

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<PAGE>

As filed with the Securities and Exchange Commission on January 19, 1999

Registration No. 333-67309

-------------------

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOTTOMLINE TECHNOLOGIES (de), INC.
(Exact name of registrant as specified in its charter)

Delaware 7372 02-0433294
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
Incorporation or
organization)

-------------------

155 Fleet Street
Portsmouth, New Hampshire 03801
(603) 436-0700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

-------------------

Daniel M. McGurl
Chairman of the Board, President and Chief Executive Officer
Bottomline Technologies (de), Inc.
155 Fleet Street
Portsmouth, New Hampshire 03801
(603) 436-0700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

JOHN A. BURGESS, ESQ. MARK L. JOHNSON, ESQ.
PHILIP P. ROSSETTI, ESQ. RICHARD G. COSTELLO, ESQ.
HALE AND DORR LLP FOLEY, HOAG & ELIOT LLP
60 State Street One Post Office Square
Boston, Massachusetts 02109 Boston, Massachusetts 02109
Telephone: (617) 526-6000 Telephone: (617) 832-1000
Telecopy: (617) 526-5000 Telecopy: (617) 832-7000

-------------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Title of each Class of Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share Price Registration Fee(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.001 par
value per
share ................ 3,910,000 $13.00 $50,830,000 $14,130.74
- ---------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------

(1) Includes 510,000 shares which the Underwriters have the option to purchase
from the company to cover over-allotments, if any. See "Underwriting."

(2) Pursuant to Rule 457(o) under the Securities Act of 1933, as amended,
$11,120 of the registration fee was paid in connection with the initial
filing of the Registration Statement on November 13, 1998 and $1,556.11
was paid in connection with the filing of Amendment No.1 on January 7,
1999.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The Information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell securities, and we are not soliciting offers to buy these +
+securities, in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 19, 1999

[LOGO]

3,400,000 Shares

Common Stock

Bottomline Technologies (de), Inc. is offering 2,519,466 shares of its common
stock and the selling stockholders are selling an additional 880,534 shares.
This is Bottomline's initial public offering and no public market currently
exists for its shares. We have applied for approval for quotation on the Nasdaq
National Market under the symbol "EPAY" for the shares we are offering. We
anticipate that the initial public offering price will be between $11.00 and
$13.00 per share.

---------------

Investing in our common stock involves risks.
See "Risk Factors" beginning on page 6.

---------------

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price........................................... $ $
Underwriting Discounts and Commissions.......................... $ $
Proceeds to the Company......................................... $ $
Proceeds to the Selling Stockholders............................ $ $
</TABLE>

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

Bottomline has granted the underwriters a 30-day option to purchase up to an
additional 510,000 shares of common stock to cover over-allotments.

---------------

BancBoston Robertson Stephens

BT Alex. Brown Incorporated

CIBC Oppenheimer

The date of this prospectus is , 1999.
<PAGE>

[INSIDE FRONT COVER]

[This is a graphic which shows a paper check with a universal "no" sign
through it. The words "Payment Management Software and Services that Enable
Organizations to Manage their Transition from Paper Checks to Electronic
Payments" will be above the graphic. Below the graphic is an illustration
entitled "Electronic Commerce--Electronic Payments." The graphic shows four
entities linked by an electronic wave from left to right in the following order:
"Payor," "Payor's Bank," "Payee's Bank," and "Payee." Below the graphic in the
bottom right corner is the Bottomline Technologies logo.]

[FRONT COVER FOLDOUT]

[This is a graphic which contains the following text:

"Bottomline Technologies is the enterprise payment specialist." Beneath this
phrase is the text, "Payment Management Software and Services that Enable
Organizations to Manage their Transition from Paper Checks to Electronic
Payments."

> Bottomline Provides the Bridge to Electronic Payments
> Single solution for paper and electronic payments
> Cash management
> Enterprise-wide payment control
> Security and fraud protection
> Ability to meet Government mandates
> Web access

Beside the text is a graphic containing three concentric circles. The
inside circle represents a Payment Server and contains the following text:

"Payment Server; Electronic Payments/Receipts; LaserCheck Printing;
Electronic Remittance Advice; Check Fraud Avoidance; Web Access"

The Second Circle is divided into four quadrants. Each quadrant in the
second circle is color coded to relate to three color coded rings in the outer
circle. The quadrants in the second circle and the related outside rings contain
the following text:

"Financial Institutions (Large Banks, Federal Reserve and Small Banks).
Payees (Individuals, Government and Businesses). Internet/Intranet (Employees,
Customers and Vendors); and Payors (Accounting Software, Legacy Financials and
Enterprise Resource Planning Systems)."

Below the graphic is an illustration entitled "Electronic Commerce--
Electronic Payments." The graphic shows four entities linked by an electronic
wave from left to right in the following order: "Payor," "Payor's Bank,"
"Payee's Bank," and "Payee." On the left side of this graphic is the Bottomline
Technologies logo.]

<PAGE>

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock. In this prospectus,
"Bottomline," "we," "us" and "our" refer to Bottomline Technologies (de), Inc.
(unless the context otherwise requires).

Until , 1999, all dealers that buy, sell or trade our common stock,
whether or not participating in this offering, may be required to deliver a
prospectus. This requirement is in addition to the dealers' obligation to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 4
Risk Factors............................................................. 6
Use of Proceeds.......................................................... 12
Dividend Policy.......................................................... 12
Capitalization........................................................... 13
Dilution................................................................. 14
Selected Financial Data.................................................. 15
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 16
Business................................................................. 29
Management............................................................... 43
Principal and Selling Stockholders....................................... 52
Description of Capital Stock............................................. 54
Shares Eligible for Future Sale.......................................... 56
Underwriting............................................................. 58
Legal Matters............................................................ 59
Experts.................................................................. 59
Additional Filings and Company Information............................... 60
Index to Financial Statements............................................ F-1
</TABLE>

---------------------

Bottomline Technologies, CheckGard, LaserCheck and PayBase are registered
trademarks of Bottomline. All other trademarks or trade names referred to in
this prospectus are the property of their respective owners.

3
<PAGE>

SUMMARY

This summary highlights information contained elsewhere in this prospectus.
You should read the entire prospectus carefully. Unless otherwise indicated,
all information contained in this prospectus assumes that the underwriters will
not exercise their over-allotment option. This prospectus contains forward-
looking statements which involve risks and uncertainties. Bottomline's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under
"Risk Factors" and elsewhere in this prospectus. All information contained in
this prospectus reflects a 3-for-1 stock split of the common stock effected on
January 6, 1999.

The Company

We are a leading provider of software used to make and manage corporate
payments. Our products and services enable organizations to transition from the
traditional paper check process to electronic payments and to facilitate
electronic commerce. Our software offers a single solution to control, manage
and issue all payments. Our software complements and integrates with existing
corporate payment applications, such as accounts payable, payroll, travel and
entertainment expense, insurance claims and commissions. Our products provide
Internet capability and run on Windows NT, Microsoft's leading network
technology. Today, we have more than 2,000 customers, representing every major
industry-sector, including The Charles Schwab Corporation, Dow Jones & Company,
Inc., The Federal Reserve System, Microsoft Corporation and Nissan Motor
Acceptance Corporation.

Most enterprises today still rely on pre-printed, paper checks to generate
and receive payments. It is estimated that in 1997, United States businesses
processed approximately 73 billion transactions involving paper checks. With
the significant growth of the Internet and electronic commerce, many
enterprises are seeking to implement a cost-effective, secure, electronic
payment system. The National Automated Clearing House Association estimates
that the cost of a business-to-business electronic payment averages $3.00
compared to $8.33 for a similar paper-based payment. It also estimates that
approximately 4.5 billion secured Automated Clearing House payments were made
in 1997.

Bottomline's PayBase product suite is designed to control, manage and issue
all payments, whether paper-based or electronic, across an enterprise. This
suite includes a range of products that can be purchased as an entire group or
as separate applications. Our products permit customers to leverage the
Internet while increasing security and fraud avoidance. Our technology
complements our customers' existing information systems and payment
applications. We provide users multiple options for delivery of detailed
payment or remittance information, including mail, fax and the Internet. Our
LaserCheck product is a cost-effective, software-based, laser-printing system
that allows an enterprise to streamline its paper-payment process and to
generate checks at the point of need. We also offer consulting services and
related equipment and supplies to help customers plan, design and implement the
transition from paper to electronic payments.

Our objective is to be the leading provider of payment management software
for businesses, financial institutions and public sector organizations. In
addition to our direct selling efforts, we also promote our products and
services through relationships with enterprise resource planning and accounting
system vendors, such as Oracle and SAP, and implementation consultants. For
example, we recently entered into a working agreement with Arthur Andersen LLP.
Under the working agreement, Arthur Andersen LLP will work with us to develop a
marketing program and to utilize the enterprise consulting experience of Arthur
Andersen LLP to demonstrate the benefits of migrating to our PayBase/32/
payment management solution. In March 1998, we were selected by The Federal
Reserve System to provide the necessary software to enable up to 12,000 banks
to process electronic payments with remittance information for their commercial
customers.

Bottomline was originally organized as a New Hampshire corporation in 1989
and was reincorporated as a Delaware corporation in August 1997. Bottomline's
principal office is located at 155 Fleet Street, Portsmouth, New Hampshire
03801 and its telephone number is (603) 436-0700. The company's web site is
www.bottomline.com. The company's web site is not a part of this prospectus.

4
<PAGE>

The Offering

<TABLE>
<S> <C>
Common Stock offered by Bottomline.............. 2,519,466 shares
Common Stock offered by the selling
stockholders.................................. 880,534 shares
Common Stock to be outstanding after the
offering...................................... 9,912,738 shares
Use of proceeds................................. To fund continued growth and expansion
of its business, product development,
potential acquisitions and other
general corporate purposes
Nasdaq National Market symbol................... EPAY
</TABLE>

Summary Financial Data
(In thousands, except per share data)

Bottomline has 801,000 shares of redeemable common stock outstanding which
are redeemable at the option of the holders at a redemption price that
increases over time. The earnings (loss) per share available to common
stockholders shown below have been adjusted to reflect the increase in the
redemption price for each period. These redemption rights will terminate upon
the effectiveness of this offering. The shares used in computing diluted
earnings per share available to common stockholders include the redeemable
common stock.

<TABLE>
<CAPTION>
Six Months Ended
Fiscal Year Ended June 30, December 31,
---------------------------------------- -----------------
1994 1995 1996 1997 1998 1997 1998
------- ------- ------- ------- ------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Revenues................ $10,408 $15,115 $18,067 $22,126 $29,037 $ 13,548 $ 18,136
Income (loss) from
operations............ 1,454 1,234 1,553 (1,732) 2,830 1,137 2,525
Net income (loss)....... 924 775 883 (1,252) 1,603 627 1,538
Earnings (loss) per
share available to
common stockholders:
Basic................. $ 0.16 $ 0.12 $ 0.14 $ (0.23) $ 0.24 $ 0.09 $ 0.23
Diluted............... $ 0.13 $ 0.10 $ 0.11 $ (0.23) $ 0.20 $ 0.08 $ 0.20
Shares used in computing
earnings (loss) per
share available to
common stockholders:
Basic................. 5,257 5,523 5,693 5,986 6,314 6,307 6,472
Diluted............... 6,536 6,850 7,001 5,986 7,316 7,300 7,555
</TABLE>

<TABLE>
<CAPTION>
December 31, 1998
--------------------------
Pro Forma
Actual As Adjusted (1)(2)
------- ------------------
(Unaudited)
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents............................ $ 3,925 $30,364
Working capital...................................... 5,596 32,305
Total assets......................................... 16,997 43,706
Redeemable common stock, at redemption value......... 1,409 --
Stockholders' equity................................. 6,822 34,940
</TABLE>
- --------
(1) Gives effect to the termination of redemption rights of the redeemable
common stock upon the effectiveness of this offering.

(2) Gives effect to the sale by Bottomline of 2,519,466 shares of common stock
offered hereby at an assumed public offering price of $12.00 per share and
after deducting the estimated underwriting discounts and commissions and
offering expenses payable by Bottomline.

5
<PAGE>

RISK FACTORS

You should carefully consider the following risks before making an investment
decision. Our business, operating results and financial condition could be
adversely affected by any of the following risks. The trading price of our
common stock could decline due to any of these risks, and you could lose all or
part of your investment. You should also refer to the other information set
forth in this prospectus, including our financial statements and the related
notes. This prospectus contains forward-looking statements that involve risks
and uncertainties. These forward-looking statements are usually accompanied by
words such as "believes," "anticipates," "plans," "expects" and similar
expressions. Our actual results may differ materially from the results
discussed in the forward-looking statements because of factors such as the Risk
Factors discussed below.

Our Quarterly Results May Fluctuate

Our revenues and operating results may fluctuate from period to period.
Factors that could cause these fluctuations include:

. the incurrence of costs
. the timing of orders and relating to the integration
longer sales cycles, of software products and
particularly due to increased operations in connection with
average selling prices of our acquisitions of technologies
payment solutions or businesses

. the loss of key employees and . delivery interruptions
the time required to train relating to equipment and
new hires, particularly sales supplies purchased from
and engineering personnel third-party vendors, which
could delay system sales

. the timing and market
acceptance of new products or . economic conditions which may
product enhancements by affect our customers' and
either us or our competitors potential customers' budgets
for technological
expenditures

. the timing of product
implementations, which are
highly dependent on
customers' resources and
discretion

A significant percentage of our expenses, particularly personnel costs and
rent, are relatively fixed, and, therefore, shortfalls in revenues may cause
significant variations in operating results in any quarter. Because of these
factors, we believe that period to period comparisons of our results of
operations are not necessarily meaningful, and that investors should not rely
on them as indicators of future performance. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations." In addition, it is
possible that in some future quarters our results of operations will be below
the expectations of public market analysts and investors, and in that case the
price of our common stock could be materially adversely affected.

Our Revenues Are Seasonal

During our second fiscal quarter ended December 31, revenues have typically
increased as customers on a calendar-based fiscal year completed their capital
spending plans. During our third fiscal quarter ended March 31, revenues have
typically declined as customers focus internal resources on statutory and
regulatory reporting requirements. Our fourth fiscal quarter ended June 30,
generally has the highest revenues as customers complete projects before
summer, when activity in many corporate financial departments tends to slow. As
a result, we have historically experienced first quarter revenues that are
lower than those of the immediately preceding quarter.

Our Performance will Depend on Market Acceptance of Our Payment Management
Offerings

Substantially all of our revenues come from the license and maintenance of
our payment management offerings and sales of related products and services.
Our PayBase software products are designed to provide a single platform to
control, manage and issue all payments, whether paper-based or electronic,
across an enterprise. Our future performance will depend to a large degree upon
the market acceptance of PayBase as a

6
<PAGE>

payment management solution. Our prospects will also depend upon enterprises
seeking to enhance their payment functions to integrate electronic payment
capabilities. In addition, our future results will depend on the continued
market acceptance of desktop software for use in a departmental setting,
including our LaserCheck solution, as well as our ability to introduce
enhancements to meet the market's evolving needs for secure, payment
management solutions. Any reduction in demand for our payment management
solutions, or lack of meaningful growth in the market for electronic and
payment management solutions could have a material adverse effect on our
business, operating results and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business--Products and Services."

Our Business Can be Affected by Problems with Third-Party Hardware

We resell laser printers made by third parties as part of our product
offerings. During our 1997 fiscal year, we experienced a significant problem
with a third-party printer that we were then reselling. The printer problem
had a material adverse effect on our operating results, including:

. increased customer support expenses incurred in receiving, investigating
and responding to printer-related issues;

. increased service, maintenance and supply expenses incurred in repairing
and, in some cases, replacing the defective printers;

. a decrease in orders from both new and existing customers as printer
problems adversely affected sales productivity; and

. an inventory write-off of $217,000 related to the defective printers.

In response, we have revised and enhanced our quality assurance control
programs and now utilize multiple printers and printer vendors. Any repetition
of these problems could, however, have a material adverse effect on our
business, operating results and financial condition.

Our Market is Subject to Rapid Technological Change

Our success is dependent on the ability to develop new and enhanced
software, services and related products to meet rapidly evolving requirements
for payment management software. Trends which could have a critical impact on
Bottomline include:

. rapidly changing technology, particularly in the areas of database
management and network technology;

. evolving industry standards, including both formal and de facto
standards relating to electronic payments;

. developments and changes relating to the Internet;

. competing products which offer increased functionality; and

. changes in customer requirements.

If we are unable to develop and introduce new products, or enhancements to
existing products, in a timely and successful manner, our business, operating
results and financial condition could be materially adversely affected.

We Have Significant Competition From a Variety of Sources

The market for payment management software is intensely competitive and
characterized by rapid technological change. Our competitors are diverse and
offer a range of solutions directed at different segments of the payment
management market. These competitors include:

. companies offering a broad suite of electronic data interchange
products, such as Sterling Commerce;

. companies that provide a broad spectrum of electronic payment
solutions, such as CheckFree;

<PAGE>

. companies that offer laser-check printing software and services; and

. providers of traditional payment products, including check stock and
check printing software and services, such as Standard Register.

Some competitors in our market have longer operating histories,
significantly greater financial, technical, marketing and other resources,
greater brand recognition and a larger installed customer base than we do. In
addition, current and potential competitors may make strategic acquisitions or
establish cooperative relationships to expand their product offerings and to
offer more comprehensive solutions. We also expect to face additional
competition as other established and emerging companies enter the market for
payment management solutions. Sales opportunities may also be reduced to the
extent that organizations choose to develop payment management solutions
internally. Increased competition may result in price reductions of our
products and services, reduced revenues and gross margins and loss of market
share, any one of which could have a material adverse effect on our business,
operating results and financial condition. See "Business--Competition."

We May Have Difficulty in Managing Our Growth

Our rapid growth has sometimes strained, and may in the future strain, our
managerial and other resources. Our ability to manage growth will depend in
part on our ability to continue to enhance our operating, financial and
management information systems. There can be no assurance that our personnel,
systems, procedures and controls will be adequate to support our growth. If we
are unable to manage growth effectively, the quality of our services, our
ability to retain key personnel and our business, operating results and
financial condition could be materially adversely affected. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

We Are Dependent on a Number of Key Executives

Our success depends upon the efforts and ability of our executive officers
and key technical employees who are skilled in electronic commerce, payment
methodology and regulation, and Internet, database and network technologies.
We currently do not maintain "key man" life insurance policies on any of our
employees. While certain executive officers have employment agreements with
us, the loss of the services of any of our senior executive officers or other
key employees could have a material adverse effect on our business, operating
results and financial condition. See "Management."

We Must Compete for Skilled Personnel

We are dependent upon the ability to attract, hire, train and retain highly
skilled technical, sales and marketing, and support personnel, particularly
with expertise in electronic payment technology and knowledge of the banking
industry. Competition for qualified personnel is intense. In addition, our
location in Portsmouth, New Hampshire may limit our access to skilled
personnel. Any failure to attract, hire or retain such personnel could have a
material adverse effect on our business, operating results and financial
condition. In addition, we plan to expand our sales and marketing and customer
support organizations. Based on our experience, it takes an average of six
months for a salesperson to become fully productive. There can be no assurance
that we will be successful in increasing the productivity of our sales
personnel, and the failure to do so could have a material adverse effect on
our business, operating results and financial condition.

We Have a Number of Risks Associated with the Year 2000

Computer systems and software must accept four digit entries to distinguish
21st century dates from 20th century dates. As a result, many software and
computer systems may need to be upgraded in order to be year 2000 compliant.
Significant uncertainties exist in the software industry concerning the
potential effects associated with such compliance. We have assessed the impact
of year 2000 compliance on our products and systems. We cannot, however, be
certain that we have identified all of the potential risks to our business
that could result from matters related to the year 2000. We have identified
the following risks that you should be aware of:

8
<PAGE>

. Year 2000 problems that affect our internal systems. Although the vendors
for each of our major internal software systems, such as accounting and
database management, have certified that such software is year 2000
compliant, it is possible that such systems could contain undetected
problems that could cause serious and costly disruptions which would have
a material adverse effect on our business, operating results and financial
condition. We have relied on the certifications by our software vendors
regarding the year 2000 readiness of our internal software systems and
have not conducted independent tests of these systems. We are developing
contingency plans to address issues that we believe are critical to our
operations in the event that internal systems fail to be year 2000
compliant and anticipate finalizing such plans by June 30, 1999.

. Year 2000 problems that affect our discontinued products. Bottomline has
discontinued the sale and maintenance of certain previous generations of
its payments software products that operated in the DOS operating system
environment. The DOS based products are not year 2000 compliant. In 1997,
we notified customers that had purchased DOS based products that their
products were not year 2000 compliant and that we would no longer be
supporting those products. Based on the notification we provided and the
contractual provisions limiting liability contained in our standard terms
and conditions which governed the sale of our DOS based products, we do
not believe there are significant risks to our business relating to year
2000 compliance of these products. However, there can be no assurance that
customers who purchased such products will not assert claims against us
alleging that such products should have been year 2000 compliant at the
time of purchase. Such claims could result in costly litigation which
could divert management's attention and could have a material adverse
effect on our business, operating results and financial condition.

. Undetected year 2000 problems that could affect our currently supported
products. We believe that all of our products that have been installed
after February 1997 were year 2000 compliant at the time of installation,
and we have conducted extensive tests to validate their compliance.
However, we cannot be certain that these tests would have detected all
potential year 2000 problems. The failure of our currently supported
products to be fully year 2000 compliant could result in claims by or
liability to our customers, which could have a material adverse effect on
our business, operating results and financial condition.

. Purchasing patterns could be affected by year 2000 issues. The purchasing
patterns of our customers and potential customers may be affected by year
2000 issues because they may be required to expend significant resources
on year 2000 compliance matters, rather than investing in new software
solutions or services such as those we offer.

Our Business Could be Adversely Affected if Our Software Contains Bugs

Our software products could contain errors or "bugs" that could adversely
affect their performance. Additionally, we regularly introduce new releases
and periodically introduce new versions of our software products. Any defects
or errors in new products or enhancements could result in adverse customer
reactions and negative publicity regarding Bottomline and our products and
could have a material adverse effect on our business, operating results and
financial condition. See "Business--Products and Services."

Our Business Could be Subject to Product Liability Claims

Our software and hardware products are designed to provide critical payment
management functions and to limit the risk of fraud or loss in effecting such
transactions. As a result, our products are critical to our customers and
there is the potential for significant product liability claims. Our license
agreements with customers typically place the responsibility for use of the
system on the customer and contain provisions intended to limit our exposure
to product liability claims. However, these limitation provisions may not
preclude all potential claims. We have not experienced any product liability
claims to date. However, a product liability claim brought against us, even if
not successful, would likely be time consuming and costly. A successful
liability claim could have a material adverse effect on our business,
operating results and financial condition. See "Business--Products and
Services."

9
<PAGE>

Our Business Could be Adversely Affected if We are Unable to Protect our
Proprietary Technology

We rely upon a combination of patent, copyright and trademark laws and non-
disclosure and other intellectual property contractual arrangements to protect
our proprietary rights. We have one allowed United States patent application
relating to certain security aspects of our dual payment process. However,
there can be no assurance that our allowed patent, or any other patents that
may be issued in the future, will be of sufficient scope and strength to
provide meaningful protection of our technology or any commercial advantage to
us, or that the patents will not be challenged, invalidated or circumvented.
We enter into agreements with our employees and clients that seek to limit and
protect the distribution of proprietary information. There can be no assurance
that the steps we have taken to protect our property rights, however, will be
adequate to deter misappropriation of proprietary information, and we may not
be able to detect unauthorized use and take appropriate steps to enforce our
intellectual property rights. See "Business--Proprietary Rights."

Others Could Claim That We Infringe Their Intellectual Property

Although we believe that our products and services do not infringe upon the
intellectual property rights of others and that we have all rights necessary
to utilize the intellectual property employed in our business, we are subject
to the risk of claims alleging infringement of third-party intellectual
property rights. Any such claims could require us to spend significant sums in
litigation, pay damages, delay product installments, develop non-infringing
intellectual property or acquire licenses to intellectual property that is the
subject of any such infringement. Therefore, such claims could have a material
adverse effect on our business, operating results and financial condition. See
"Business--Proprietary Rights."

Risks Associated with Our Potential Acquisitions

As part of our overall business strategy, we intend to pursue strategic
acquisitions that would provide additional product or service offerings,
additional industry expertise, a broader client base or an expanded geographic
presence. Any future acquisition could result in the use of significant
amounts of cash, potentially dilutive issuances of equity securities, or the
incurrence of debt or amortization expenses related to goodwill and other
intangible assets, any of which could materially adversely affect our
business, operating results and financial condition. In addition, acquisitions
involve numerous risks, including:

. difficulties in the assimilation of the operations, technologies,
products and personnel of the acquired company;

. the diversion of management's attention from other business concerns;

. risks of entering markets in which we have no or limited prior
experience; and

. the potential loss of key employees of the acquired company.

From time to time, we have engaged in discussions with third parties
concerning potential acquisitions of product lines, technologies and
businesses. However, there are currently no active negotiations, commitments
or agreements with respect to any acquisition. In the event that such an
acquisition does occur, there can be no assurance that our business, operating
results and financial condition will not be materially adversely affected.

You Will Have a Number of Market Risks Typically Associated with Initial
Public Offerings

Before this offering, there has been no public market for our common stock.
Bottomline, the selling stockholders and the underwriters will determine the
public offering price by negotiations, and this price may not be the price at
which our common stock will trade. See "Underwriting" for a discussion of
factors to be considered in determining the public offering price. Although
our common stock will be quoted on the Nasdaq National Market, an active
trading market may not develop and be sustained after this offering.

In addition, the market for shares in newly public technology companies is
subject to extreme price and volume fluctuations. Securities class action
litigation has often been brought against companies that experience volatility
in the market price of their securities. Litigation brought against us could
result in substantial costs and a diversion of management's attention, which
could have a material adverse effect on our business, operating results and
financial condition.

10
<PAGE>

You Will Experience an Immediate and Substantial Dilution in the Book Value of
Your Investment

The public offering price per share of common stock is expected to be
substantially higher than the net tangible book value per share of our common
stock. Purchasers of shares of common stock in this offering will experience
immediate and substantial dilution of $8.47 in the pro forma net tangible book
value per share of common stock (assuming a public offering price of $12.00
per share). The exercise of outstanding options to purchase our common stock
will result in additional dilution per share. See "Dilution."

Certain Provisions of Delaware Law and Our Charter and By-law Provisions May
Make a Takeover of Our Company More Difficult

Delaware corporate law contains, and our certificate of incorporation and
by-laws will contain, certain provisions that could have the effect of
delaying, deferring or preventing a change in control of Bottomline. See
"Description of Capital Stock" for a discussion of these provisions. These
provisions could limit the price that certain investors might be willing to
pay in the future for shares of our common stock. Certain of these provisions:

. authorize the issuance of "blank check" preferred stock (preferred
stock which can be created and issued by the Board of Directors
without prior stockholder approval) with rights senior to those of
common stock;

. provide for a staggered Board of Directors (so that it would take
three successive annual meetings to replace all directors);

. prohibit stockholder action by written consent; and

. establish advance notice requirements for submitting nominations for
election to the Board of Directors and for proposing matters that can
be acted upon by stockholders at a meeting.

Future Sales by Existing Stockholders Could Depress the Market Price of Our
Common Stock

Sales of our common stock in the public market following this offering could
adversely affect the market price of our common stock. All of the shares
offered under this prospectus will be freely tradable in the open market. The
remaining 6,512,738 shares of common stock which will be outstanding after
this offering are considered "restricted securities" under Rules 144 or 701 of
the Securities Act. Generally, restricted securities that have been owned for
a period of at least two years may be sold immediately after the completion of
this offering and restricted securities that have been owned for at least one
year may be sold 90 days after the completion of this offering. Most of the
restricted securities are subject to lock-up agreements with the underwriters.
Persons subject to lock-up agreements have agreed not to sell shares of common
stock for a period of 180 days after the completion of this offering without
the underwriters' prior permission. The table below sets forth information
regarding potential sales of restricted securities.

. 101,667 shares may be sold immediately after completion of this
offering;

. 6,303,926 additional shares may be sold upon the expiration of the
lock-up agreements;

. 2,499 additional shares may be sold 90 days after the completion of
this offering as a result of the exercise of vested options; and

. 439,029 additional shares may be sold upon the expiration of the lock-
up agreements as a result of the exercise of vested options.

We intend to register an aggregate of 3,330,000 shares of common stock,
which may be issued under our 1989 Stock Option Plan, 1997 Stock Incentive
Plan and 1998 Director Stock Option Plan after this offering.

In addition, we intend to register an aggregate of 750,000 shares of common
stock reserved for issuance under our 1998 Employee Stock Purchase Plan.
However, no shares will be issuable under the 1998 Employee Stock Purchase
Plan until September 30, 1999.

11
<PAGE>

USE OF PROCEEDS

The net proceeds we will receive from the sale of 2,519,466 shares of common
stock offered by us are estimated to be $26,709,000 after deducting the
estimated underwriting discounts and commissions and offering expenses payable
by us and assuming a public offering price of $12.00 per share. We will not
receive any of the proceeds from the sale of shares by the selling
stockholders.

The principal purposes of this offering are:

. to increase our equity capital;

. to facilitate future access by us to public equity markets;

. to provide increased visibility and credibility in a marketplace where
several of our current and potential competitors are, or may in the
future be, public companies; and

. to enhance our ability to use our common stock as consideration for
acquisitions and as a means of attracting and retaining key employees.

We will use the net proceeds from this offering for growth and expansion of
our business, product development, international expansion, possible
acquisitions and for working capital and other general corporate purposes. We
have not identified specific uses for such proceeds and management will have
discretion over their use and investment. We intend to invest the net proceeds
from this offering in short-term, investment grade, interest-bearing
instruments until they are used.

We intend to seek acquisitions that could provide additional new product or
service offerings, additional industry expertise, a broader client base or an
expanded geographic presence, and a portion of the net proceeds may be used
for such acquisitions. From time to time, we have engaged in discussions with
third parties concerning potential acquisitions of product lines, technologies
and businesses. However, there are currently no active negotiations,
commitments or agreements with respect to any acquisition.

DIVIDEND POLICY

We currently intend to retain earnings, if any, to fund the development and
growth of our business and do not anticipate paying cash dividends in the
foreseeable future. Payment of future dividends, if any, will be at the
discretion of our Board of Directors after taking into account various
factors, including our financial condition, operating results, current and
anticipated cash needs and plans for expansion. The terms of our revolving
credit agreement restrict our ability to pay cash dividends if we fail to meet
the minimum debt service ratio specified in the agreement.

12
<PAGE>

CAPITALIZATION

The following table sets forth as of December 31, 1998: (i) the actual
capitalization of Bottomline, (ii) the pro forma capitalization of Bottomline
after giving effect to the termination of redemption rights of the redeemable
common stock upon the effectiveness of this offering and (iii) the pro forma
as adjusted capitalization of Bottomline after giving effect to the sale by
Bottomline of 2,519,466 shares of common stock offered hereby at an assumed
public offering price of $12.00 per share and after deducting the estimated
underwriting discounts and commissions and offering expenses payable by
Bottomline. See "Use of Proceeds." This table should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Financial Statements and Notes thereto appearing
elsewhere in this prospectus.

The pro forma as adjusted authorized amounts shown below include the
additional shares of common stock and the shares of preferred stock to be
authorized immediately prior to the effectiveness of this offering.

<TABLE>
<CAPTION>
December 31, 1998
----------------------------
Pro Forma
Actual Pro Forma As Adjusted
------ --------- -----------
(In thousands, except share
data)
<S> <C> <C> <C>
Redeemable common stock, at redemption value;
authorized, issued and outstanding 801,000
shares, actual; no shares authorized, issued
and outstanding, pro forma and pro forma as
adjusted....................................... $1,409 $ -- $ --
Stockholders' equity:
Preferred stock, $.001 par value; authorized
shares -- none, actual and pro forma;
authorized shares -- 4,000,000, pro forma as
adjusted; no shares issued and outstanding,
actual, pro forma and pro forma as
adjusted..................................... -- -- --
Common stock, $.001 par value; authorized
shares -- 15,000,000, actual and pro forma;
authorized shares -- 50,000,000, pro forma
as adjusted; issued and outstanding
shares -- 6,592,272, actual; issued and
outstanding shares -- 7,393,272, pro forma;
issued and outstanding shares -- 9,912,738,
pro forma as adjusted........................ 7 7 10
Additional paid-in-capital..................... 2,838 4,247 30,953
Retained earnings.............................. 3,977 3,977 3,977
------ ------ --------
Total stockholders' equity.................. 6,822 8,231 34,940
------ ------ --------
Total capitalization....................... $8,231 $8,231 $ 34,940
====== ====== ========
</TABLE>

13
<PAGE>

DILUTION

The pro forma net tangible book value of Bottomline as of December 31, 1998,
assuming the termination of redemption rights of the redeemable common stock
upon the effectiveness of this offering was $8,231,000 or $1.11 per share of
common stock. Pro forma net tangible book value per share is determined by
dividing Bottomline's pro forma tangible net worth (tangible assets less
liabilities) by the number of shares of common stock outstanding. After giving
effect to the sale of 2,519,466 shares of common stock offered hereby at an
assumed public offering price of $12.00 per share and after deducting the
estimated underwriting discounts and commissions and offering expenses payable
by Bottomline, the net tangible book value of Bottomline as of December 31,
1998 would have been $3.53 per share. This represents an immediate increase in
such net tangible book value of $2.42 per share to existing stockholders and
an immediate dilution of $8.47 per share to new investors purchasing shares in
this offering. If the public offering price is higher or lower, the dilution
to the new investors will in turn be greater or less. The following table
illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed public offering price per share........................ $12.00
Pro forma net tangible book value per share as of December 31,
1998........................................................ $1.11
Increase per share attributable to this offering.............. 2.42
-----
Net tangible book value per share after this offering.......... 3.53
------
Dilution per share to new investors............................ $ 8.47
======
</TABLE>

The following table summarizes, on a pro forma basis as of December 31,
1998, the total number of shares of common stock purchased from Bottomline,
the total consideration paid and the average consideration paid per share by
the existing stockholders and by the new investors based (for new investors)
upon an assumed public offering price of $12.00 per share (before deducting
the estimated underwriting discounts and commissions and offering expenses):

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
------------------ ------------------- Price
Number (2) Percent Amount Percent Per Share
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders (1)(2).. 7,393,272 74.6% $ 3,646,000 10.8% $ 0.49
New investors................. 2,519,466 25.4 30,234,000 89.2 12.00
--------- ----- ----------- -----
Total....................... 9,912,738 100.0% $33,880,000 100.0%
========= ===== =========== =====
</TABLE>
- --------

(1) Shares owned by existing stockholders will be reduced by the number of
shares sold by them in the offering. As a result, the number of shares
owned by existing stockholders will be reduced to 65.7% of the shares of
common stock outstanding after the offering.
(2) Gives effect to the termination of redemption rights of the redeemable
common stock upon the effectiveness of this offering.

14
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data are derived from the financial
statements of Bottomline. The selected financial data as of June 30, 1997 and
1998 and for each of the three years in the period ended June 30, 1998 are
derived from financial statements, which have been audited by Ernst and Young
LLP, independent auditors, included elsewhere in this prospectus. The selected
financial data as of June 30, 1994, 1995 and 1996 and for each of the two
years in the period ended June 30, 1995 are derived from financial statements,
which have been audited by Ernst and Young LLP, independent auditors, not
included in this prospectus. The selected financial data as of December 31,
1998 and for the six months ended December 31, 1997 and 1998 are derived from
unaudited financial statements, included elsewhere in this prospectus. The
data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements and the Notes thereto included elsewhere in this
prospectus.

The company has 801,000 shares of redeemable common stock outstanding which
are redeemable at the option of the holders at a redemption price that
increases over time. The earnings (loss) per share available to common
stockholders shown below have been adjusted to reflect the increase in the
redemption price for each period. These redemption rights will terminate upon
the effectiveness of this offering. The shares used in computing diluted
earnings per share available to common stockholders include the redeemable
common stock.
<TABLE>
<CAPTION>
Six Months Ended
Fiscal Year Ended June 30, December 31,
----------------------------------------- ------------------
1994 1995 1996 1997 1998 1997 1998
------- ------- ------- ------- ------- -------- --------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Revenues:
Software licenses...... $ 3,337 $ 4,144 $ 4,689 $ 6,392 $ 9,887 $ 4,435 $ 7,468
Service and
maintenance........... 1,643 3,083 4,580 6,729 9,701 4,471 5,327
Equipment and
supplies.............. 5,428 7,888 8,798 9,005 9,449 4,642 5,341
------- ------- ------- ------- ------- -------- --------
Total revenues........ 10,408 15,115 18,067 22,126 29,037 13,548 18,136
Cost of revenues:
Software licenses...... 72 54 27 160 215 118 154
Service and
maintenance........... 1,030 1,790 2,655 4,206 4,261 2,029 2,456
Equipment and
supplies.............. 3,138 5,215 5,361 6,410 6,526 3,176 3,815
------- ------- ------- ------- ------- -------- --------
Total cost of
revenues............. 4,240 7,059 8,043 10,776 11,002 5,323 6,425
------- ------- ------- ------- ------- -------- --------
Gross profit............ 6,168 8,056 10,024 11,350 18,035 8,225 11,711
Operating expenses:
Sales and marketing.... 2,728 3,716 4,190 6,631 7,675 3,590 4,880
Product development and
engineering........... 231 701 1,237 2,185 3,158 1,492 1,905
General and
administrative........ 1,755 2,405 3,044 4,266 4,372 2,006 2,401
------- ------- ------- ------- ------- -------- --------
Total operating
expenses............. 4,714 6,822 8,471 13,082 15,205 7,088 9,186
------- ------- ------- ------- ------- -------- --------
Income (loss) from
operations............. 1,454 1,234 1,553 (1,732) 2,830 1,137 2,525
Interest income
(expense), net......... 11 12 (6) (56) (50) (50) 39
------- ------- ------- ------- ------- -------- --------
Income (loss) before
provision (benefit) for
income taxes and
cumulative effect of
change in accounting
for income taxes....... 1,465 1,246 1,547 (1,788) 2,780 1,087 2,564
Provision (benefit) for
income taxes........... 577 471 664 (536) 1,177 460 1,026
Cumulative effect of
change in accounting
for income taxes....... 36 -- -- -- -- -- --
------- ------- ------- ------- ------- -------- --------
Net income (loss)....... $ 924 $ 775 $ 883 $(1,252) $ 1,603 $ 627 $ 1,538
======= ======= ======= ======= ======= ======== ========
Earnings (loss) per
share available to
common stockholders:
Basic.................. $ 0.16 $ 0.12 $ 0.14 $ (0.23) $ 0.24 $ 0.09 $ 0.23
======= ======= ======= ======= ======= ======== ========
Diluted................ $ 0.13 $ 0.10 $ 0.11 $ (0.23) $ 0.20 $ 0.08 $ 0.20
======= ======= ======= ======= ======= ======== ========
Shares used in computing
earnings (loss) per
share available to
common stockholders:
Basic.................. 5,257 5,523 5,693 5,986 6,314 6,307 6,472
======= ======= ======= ======= ======= ======== ========
Diluted................ 6,536 6,850 7,001 5,986 7,316 7,300 7,555
======= ======= ======= ======= ======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
June 30, December 31,
-------------------------------- ------------
1994 1995 1996 1997 1998 1998
----- ----- ------ ------ ------ ------------
(In thousands) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents ..................... $ 910 $ 632 $1,080 $ 827 $1,362 $ 3,925
Working capital................................ 1,323 2,027 3,123 2,476 3,884 5,596
Total assets................................... 4,130 7,394 9,144 10,481 11,301 16,997
Short-term and long-term debt.................. -- 499 597 1,384 75 25
Redeemable common stock, at redemption value... 973 1,061 1,148 1,246 1,353 1,409
Stockholders' equity........................... 1,222 2,183 3,708 2,680 4,368 6,822
</TABLE>

15
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve
risks and uncertainties. The company's actual results could differ materially
from those discussed in the forward-looking statements as a result of certain
factors including those set forth under "Risk Factors" and elsewhere in this
prospectus. The following discussion and analysis should be read in
conjunction with "Selected Consolidated Financial Data" and the Financial
Statements and Notes thereto appearing elsewhere in this prospectus.

Overview

The company is a leading provider of software used to make and manage
corporate payments. In 1989, the company released its first product,
LaserCheck for DOS, to offer enterprises a cost-effective method to issue
checks using specialized laser printers and toners, eliminating the need for
pre-printed, negotiable check stock. In 1992, the company entered into an
arrangement with Xerox to sell an advanced laser printer and newly developed
magnetic ink character recognition toners. Over the next few years Bottomline:

. became one of the largest re-sellers of Xerox Corporation magnetic ink
character recognition products;

.adapted its LaserCheck products to run on Windows 3.X and Windows 95
operating platforms; and

.developed new check fraud avoidance software applications.

In 1996, in order to expand its offerings to include an electronic-payment
solution, the company acquired CertiSoft Solutions, Inc., a developer of
software designed to let users make secure electronic payments. In February
1997, the company built on the CertiSoft technology to introduce its PayBase
software products that enable users to control, manage and issue electronic
payments across an entire enterprise, running on Microsoft's Windows 98 and
Windows NT operating systems. In March 1998, The Federal Reserve Board
selected the company to develop electronic payment-related software that would
be made available to its 12,000 member financial institutions. Today, the
company's customer base includes over 2,000 customers in industries such as
financial services, health care, communications, education, media,
manufacturing and government.

Bottomline's revenues are primarily derived from three sources.

. Software License Fees. Bottomline derives software license revenues
primarily from PayBase software license fees, which are generally based on
the number of software applications and user licenses purchased. Fees from
the sale of software licenses are generally recognized upon delivery of the
software to the customer, unless the company has significant obligations
remaining with respect to the software.

. Service and Maintenance Fees. Bottomline derives service and maintenance
revenues from (i) consulting, design and training fees which are fixed on a
project-to-project basis and (ii) customer support and maintenance fees.
Revenues relating to custom consulting, design and service fees are
recognized at the time services are rendered. Customer support and training
fees are established as a percentage, typically 18% of the list price for
the software license, and are prepaid annually. Support and maintenance
agreements generally have a term of 12 months and are renewable annually.
The company recognizes revenues related to customer support and maintenance
fees ratably over the life of the agreement.

. Equipment and Supply Sales. Bottomline derives equipment and supply
revenues from the sales of printers, check paper and magnetic ink character
recognition toners that are recognized at the time of delivery.

Bottomline expects to continue making significant investments in product
development and engineering in order to enhance its current products, develop
new products and further advance its Internet and payment technologies. Future
investments in product development and engineering will generally be related
to the hiring of additional software engineering personnel.

16
<PAGE>

The continued investment in and expansion of Bottomline's direct sales force
is an important part of its strategy. Bottomline intends to add approximately
10 new sales professionals during fiscal year 1999. Bottomline also intends to
continue to increase the promotion of its products and services through
conferences, seminars, direct marketing and trade publications, as well as
through relationships with enterprise resource planning and accounting system
vendors, such as Oracle and SAP, and implementation consultants. In addition,
Bottomline expects to increase its system engineering and sales support
personnel located in its existing field sales offices in San Francisco,
California; Chicago, Illinois; Englewood, Colorado; and New York, New York and
to open additional field sales offices in other major cities.

Bottomline records software development costs in accordance with Financial
Accounting Standards Board Statement No. 86. The Company has not had any
software development costs that were capitalized during the last fiscal year
and does not currently have any software development costs that are being
capitalized.

Recent Accounting Pronouncements

In October 1997, the American Institute of Certified Public Accountants
issued SOP 97-2, which Bottomline adopted on July 1, 1998. SOP 97-2 requires,
among other things, that revenue should be recognized when there is persuasive
evidence of an existing agreement, delivery has occurred, the fees charged are
fixed or determinable and collectibility is probable. Additionally, SOP 97-2
provides that for those arrangements which consist of multiple elements such
as services, software, software upgrades, enhancements and post-contract
support, the fees charged must be allocated to each element of the arrangement
based upon vendor-specific objective evidence of fair value, which is to be
determined based upon the price charged when the element is sold separately or
the price for the element established by management with relevant authority.
Bottomline believes that SOP 97-2 will not have a material adverse effect on
its future operating results.

Recent Development

In October 1998, Bottomline entered into a working agreement with Arthur
Andersen LLP. Under the working agreement, Arthur Andersen LLP will work with
Bottomline to introduce its PayBase/32/ solution to enterprises that would
likely benefit from anticipated cost efficiencies and enhanced internal
controls realized from PayBase/32/. Bottomline plans to utilize the enterprise
consulting experience of Arthur Andersen LLP to demonstrate to the users of
its departmental payment products the benefits of migrating to the company's
PayBase/32/ enterprise-wide payment solution. In October 1998, Arthur Andersen
LLP also made an investment in Bottomline's common stock.

17
<PAGE>

Results of Operations

The following table sets forth certain financial data as a percentage of
revenues for the periods indicated.

<TABLE>
<CAPTION>
Six Months
Ended
Fiscal Year Ended June 30, December 31,
-------------------------- ------------
1996 1997 1998 1997 1998
-------- -------- -------- ------ ------
<S> <C> <C> <C> <C> <C>
Revenues:
Software licenses............. 25.9% 28.9% 34.0% 32.7% 41.2%
Service and maintenance....... 25.4 30.4 33.4 33.0 29.4
Equipment and supplies........ 48.7 40.7 32.6 34.3 29.4
-------- -------- -------- ------ ------
Total revenues............... 100.0 100.0 100.0 100.0 100.0
Cost of revenues:
Software licenses............. 0.1 0.7 0.7 0.9 0.8
Service and maintenance....... 14.7 19.0 14.7 15.0 13.5
Equipment and supplies........ 29.7 29.0 22.5 23.4 21.1
-------- -------- -------- ------ ------
Total cost of revenues....... 44.5 48.7 37.9 39.3 35.4
-------- -------- -------- ------ ------
Gross profit 55.5 51.3 62.1 60.7 64.6
Operating expenses:
Sales and marketing........... 23.2 29.9 26.4 26.5 26.9
Product development and
engineering................. 6.9 9.9 10.9 11.0 10.5
General and administrative.... 16.8 19.3 15.1 14.8 13.3
-------- -------- -------- ------ ------
Total operating expenses..... 46.9 59.1 52.4 52.3 50.7
-------- -------- -------- ------ ------
Income (loss) from operations.. 8.6 (7.8) 9.7 8.4 13.9
Interest income (expense),
net.......................... -- (0.3) (0.1) (0.4) 0.2
-------- -------- -------- ------ ------
Income (loss) before provision
(benefit) for income taxes... 8.6 (8.1) 9.6 8.0 14.1
Provision (benefit) for income
taxes........................ 3.7 (2.4) 4.1 3.4 5.6
-------- -------- -------- ------ ------
Net income (loss).............. 4.9% (5.7)% 5.5% 4.6% 8.5%
======== ======== ======== ====== ======
</TABLE>

Six Months Ended December 31, 1998 Compared to Six Months Ended December 31,
1997

Revenues

Total revenues increased by $4.6 million to $18.1 million in the six months
ended December 31, 1998 from $13.5 million in the six months ended December
31, 1997, an increase of 34%.

Software Licenses. Software license fees increased by $3.1 million to $7.5
million in the six months ended December 31, 1998 from $4.4 million in the six
months ended December 31, 1997, an increase of 70%. Software licenses fees
represented 41% of total revenues in the six months ended December 31, 1998
compared to 33% of total revenues for the six months ended December 31, 1997.
The increase in software license fees was due primarily to growing market
acceptance of PayBase/32/ and the delivery of software to the Federal Reserve
System.

Service and Maintenance. Service and maintenance fees increased by $857,000
to $5.3 million in the six months ended December 31, 1998 from $4.4 million in
the six months ended December 31, 1997, an increase of 19%. Service and
maintenance fees represented 29% of total revenues in the six months ended
December 31, 1998 compared to 33% of total revenues in the six months ended
December 31, 1997. The increase in service and maintenance fees was due
primarily to an increase in the number of sales of software licenses, which
resulted in increased orders for services and sales of software maintenance
and technical support.

Equipment and Supplies. Equipment and supplies sales increased by $698,000
to $5.3 million in the six months ended December 31, 1998 from $4.6 million in
the six months ended December 31, 1997, an increase of 15%. Equipment and
supplies sales represented 29% of total revenues in the six months ended
December 31, 1998 compared to 34% of total revenues in the six months ended
December 31, 1997. The increase in equipment and supplies sales was due
primarily to an increase in sales of printers.

18
<PAGE>

Cost of Revenues

Software Licenses. Software license costs consist of expenses incurred by
Bottomline to manufacture, package and distribute its software products and
related documentation and costs of licensing third-party software incorporated
into its products. Software license costs increased by $36,000 to $154,000 in
the six months ended December 31, 1998 from $118,000 in the six months ended
December 31, 1997, an increase of 31%. Software license costs were 2% of
software revenues in the six months ended December 31, 1998 compared to 3% of
software revenues in the six months ended December 31, 1997. The increase in
software license costs was due primarily to royalty payments made in
connection with the software delivered to The Federal Reserve System.

Service and Maintenance. Service and maintenance costs include salary
expense and other related costs for Bottomline's customer service, maintenance
and telephone support staffs, as well as third-party contractor expenses.
Service and maintenance costs increased by $427,000 to $2.5 million in the six
months ended December 31, 1998 from $2.0 million in the six months ended
December 31, 1997, an increase of 21%. Service and maintenance costs were 46%
of service and maintenance revenues in the six months ended December 31, 1998
compared to 45% of service and maintenance revenues in the six months ended
December 31, 1997. The increase in service and maintenance costs was due
primarily to increased staffing and personnel related costs.

Equipment and Supplies. Equipment and supplies costs increased by $638,000
to $3.8 million in the six months ended December 31, 1998 from $3.2 million in
the six months ended December 31, 1997, an increase of 20%. Equipment and
supplies costs were 71% of equipment and supply revenues in the six months
ended December 31, 1998 compared to 68% of equipment and supplies sales in the
six months ended December 31, 1997. The increase in equipment and supplies
costs as a percentage of equipment and supplies revenues was due primarily to
competitive pressure on the pricing of supplies.

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of
salaries and other related costs for sales and marketing personnel, sales
commissions, travel, public relations and marketing materials and trade shows.
Sales and marketing expenses increased by $1.3 million to $4.9 million in the
six months ended December 31, 1998 from $3.6 million in the six months ended
December 31, 1997, an increase of 36%. Sales and marketing expenses remained
constant at 27% of total revenues in each of the six month periods ended
December 31, 1998 and December 31, 1997. The dollar increase was due primarily
to increases in staffing and personnel related costs.

Product Development and Engineering. Product development and engineering
expenses consist primarily of personnel costs to support product development.
Product development and engineering expenses increased by $414,000 to $1.9
million in the six months ended December 31, 1998 from $1.5 million in the six
months ended December 31, 1997, an increase of 28%. Product development and
engineering expenses remained constant at 11% of total revenues in each of the
six month periods ended December 31, 1998 and December 31, 1997. The dollar
increase was due primarily to increases in staffing and personnel related
costs.

General and Administrative. General and administrative expenses consist
primarily of salaries and other related costs for operations and finance
employees, legal and accounting services and certain facilities-related
expenses. General and administrative expenses increased by $395,000 to $2.4
million in the six months ended December 31, 1998 from $2.0 million in the six
months ended December 31, 1997, an increase of 20%. General and administrative
expenses were 13% of total revenues in the six months ended December 31, 1998
compared to 15% of total revenues in the six months ended December 31, 1997.
The dollar increase was due to staffing and personnel related costs which
increased by $201,000 and, to a lesser extent, facility, information system
and other expenses necessary to support Bottomline's expanding operations.

Interest Income (Expense), Net. Interest income (expense), net consists of
interest income and interest expense. Interest income (expense), net increased
by $89,000 to $39,000 of interest income in the six months

19
<PAGE>

ended December 31, 1998 from $50,000 of interest expense in the six months
ended December 31, 1997. The increase was due to lower average balances
outstanding under Bottomline's revolving credit agreement and higher cash
balances on hand.

Provision (Benefit) for Income Taxes. The provision (benefit) for income
taxes increased by $566,000 to $1.0 million in the six months ended December
31, 1998 from $460,000 in the six months ended December 31, 1997. The
effective tax rate in the six months ended December 31, 1998 was 40% compared
to 42% in the six months ended December 31, 1997. The effective tax rate in
each of the six month periods ended December 31, 1998 and December 31, 1997
differed from the federal statutory rate due principally to the effect of
state income taxes.

Net Income. Net income increased by $911,000 to $1.5 million in the six
months ended December 31, 1998 from $627,000 in the six months ended December
31, 1997.

Fiscal Year Ended June 30, 1998 Compared to Fiscal Year Ended June 30, 1997

Revenues

Total revenues increased by $6.9 million to $29.0 million in the fiscal year
ended June 30, 1998 from $22.1 million in the fiscal year ended June 30, 1997,
an increase of 31%. The increase was primarily attributable to the growing
market acceptance of PayBase/32/, which the company released in February 1997,
and the addition of new clients to Bottomline's customer base, resulting in
substantial growth in software license fees and related services and
maintenance fees.

Software Licenses. Software license fees increased by $3.5 million to $9.9
million in the fiscal year ended June 30, 1998 from $6.4 million in the fiscal
year ended June 30, 1997, an increase of 55%. Software licenses fees
represented 34% of total revenues in the fiscal year ended June 30, 1998
compared to 29% of total revenues in the fiscal year ended June 30, 1997. In
February 1997, Bottomline released PayBase/32/. PayBase/32/ is a more
advanced, higher priced product. The increase in software license fees during
the fiscal year ended June 30, 1998 was due primarily to the higher price of
the PayBase/32/ product and an increase in the number of customers as a result
of growing market acceptance of PayBase/32/. Revenues from the company's
existing product line were consistent with the prior year.

Service and Maintenance. Service and maintenance fees increased by $3.0
million to $9.7 million in the fiscal year ended June 30, 1998 from $6.7
million in the fiscal year ended June 30, 1997, an increase of 45%. Service
and maintenance fees represented 33% of total revenues in the fiscal year
ended June 30, 1998 compared to 30% of total revenues in the fiscal year ended
June 30, 1997. The increase in service and maintenance fees was due primarily
to an increase in the number of customers and sales of software licenses,
which resulted in increased orders for services and sales of software
maintenance and technical support.

Equipment and Supplies. Equipment and supplies sales increased by $400,000
to $9.4 million in the fiscal year ended June 30, 1998 from $9.0 million in
the fiscal year ended June 30, 1997, an increase of 4%. Equipment and supplies
sales represented 33% of total revenues in the fiscal year ended June 30, 1998
compared to 41% of total revenues in the fiscal year ended June 30, 1997. The
increase in equipment and supplies sales was due primarily to increased sales
of magnetic ink character recognition toners and check stock.

Cost of Revenues

Software Licenses. Software license costs increased by $55,000 to $215,000
in the fiscal year ended June 30, 1998 from $160,000 in the fiscal year ended
June 30, 1997, an increase of 34%, due to increased software sales. Software
license costs were 2% of software revenues in the fiscal year ended June 30,
1998 compared to 3% of software revenues in the fiscal year ended June 30,
1997.

Service and Maintenance. Service and maintenance costs increased by $100,000
to $4.3 million in the fiscal year ended June 30, 1998 from $4.2 million in
the fiscal year ended June 30, 1997, an increase of 2%.

20
<PAGE>

Service and maintenance costs were 44% of service and maintenance revenues in
the fiscal year ended June 30, 1998 compared to 63% of service and maintenance
revenues in the fiscal year ended June 30, 1997. Service and maintenance costs
as a percentage of service and maintenance revenues were significantly higher
in the fiscal year ended June 30, 1997 as a result of increased maintenance
costs and charges incurred in fiscal year 1997 by Bottomline due to a problem
with a third-party printer that it had been reselling.

Equipment and Supplies. Equipment and supplies costs increased by $100,000
to $6.5 million in the fiscal year ended June 30, 1998 from $6.4 million in
the fiscal year ended June 30, 1997, an increase of 2%. Equipment and supplies
costs were 69% of equipment and supplies sales in the fiscal year ended June
30, 1998 compared to 71% in the fiscal year ended June 30, 1997. The decrease
in equipment and supplies costs as a percentage of equipment and supplies
sales was due primarily to a higher provision for inventory obsolescence
recognized during fiscal year 1997 related to a third-party printer that the
company had been reselling.

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased by $1.1 million
to $7.7 million in the fiscal year ended June 30, 1998 from $6.6 million in
the fiscal year ended June 30, 1997, an increase of 17%. Sales and marketing
expenses were 26% of total revenues in the fiscal year ended June 30, 1998
compared to 30% of total revenues in the fiscal year ended June 30, 1997. The
dollar increase was due primarily to an increase in sales and marketing
personnel costs which increased by $816,000 and, to a lesser extent, increased
marketing expenditures relating to the introduction of PayBase/32/.

Product Development and Engineering. Product development and engineering
expenses increased by $1.0 million to $3.2 million in the fiscal year ended
June 30, 1998 from $2.2 million in the fiscal year ended June 30, 1997, an
increase of 45%. Product development and engineering expenses were 11% of
total revenues in the fiscal year ended June 30, 1998 compared to 10% of total
revenues in the fiscal year ended June 30, 1997. The dollar increase was due
primarily to the hiring of additional personnel to develop new software
products.

General and Administrative. General and administrative expenses increased by
$100,000 to $4.4 million in the fiscal year ended June 30, 1998 from $4.3
million in the fiscal year ended June 30, 1997, an increase of 2%. General and
administrative expenses were 15% of total revenues in the fiscal year ended
June 30, 1998 compared to 19% of total revenues in the fiscal year ended June
30, 1997. The dollar increase was due primarily to increased personnel costs
which increased by $88,000 and, to a lesser extent, facility expenses
necessary to support the company's expanding operations.

Interest Income (Expense), Net. Interest expense net decreased by $6,000 to
$50,000 in the fiscal year ended June 30, 1998 from $56,000 in the fiscal year
ended June 30, 1997. The decrease was due to lower prevailing interest rates
and lower borrowings in fiscal year 1998 compared to fiscal year 1997.

Provision (Benefit) for Income Taxes. The company had income tax expense of
$1.2 million in the fiscal year ended June 30, 1998 compared to an income tax
benefit of $536,000 in the fiscal year ended June 30, 1997. The effective tax
rate used to calculate the company's income tax expense in the fiscal year
ended June 30, 1998 was 42% compared to an effective tax rate of 30.0% used to
calculate the company's income tax benefit in the fiscal year ended June 30,
1997. The effective tax rate in the fiscal year ended June 30, 1998 differed
from the federal statutory rate due principally to the effect of state income
taxes and reduced levels of available research and development credits. The
effective tax rate in the fiscal year ended June 30, 1997 differed from the
federal statutory rate due principally to the effect of non-deductible
expenses associated principally with the CertiSoft acquisition, which were
offset partially by research and development credits.

Net Income (Loss). Net income increased by $2.9 million to $1.6 million in
the fiscal year ended June 30, 1998 from a net loss of $1.3 million in the
fiscal year ended June 30, 1997.

21
<PAGE>

Fiscal Year Ended June 30, 1997 Compared to Fiscal Year Ended June 30, 1996

Revenues

Total revenues increased by $4.0 million to $22.1 million in the fiscal year
ended June 30, 1997 from $18.1 million in the fiscal year ended June 30, 1996,
an increase of 22%. This increase was primarily attributable to the addition
of new clients to the company's customer base, resulting in substantial growth
in software license fees and related services and maintenance fees. Revenues
were adversely affected in fiscal year 1997 due to a problem with a third-
party printer that the company had been reselling.

Software Licenses. Software license fees increased by $1.7 million to $6.4
million in the fiscal year ended June 30, 1997 from $4.7 million in the fiscal
year ended June 30, 1996, an increase of 36%. Software license fees
represented 29% of total revenues in the fiscal year ended June 30, 1997
compared to 26% of total revenues in the fiscal year ended June 30, 1996. The
increase in software license fees was due primarily to a higher average
license price for existing products, an increase in customers as a result of
growing market acceptance of LaserCheck and, to a lesser extent, the
introduction of PayBase. Software license fees were adversely affected in
fiscal year 1997 due to a decrease in orders from both new and existing
customers as a result of a problem with a third-party printer that the company
had been reselling, which reduced sales productivity.

Service and Maintenance. Service and maintenance fees increased by $2.1
million to $6.7 million in the fiscal year ended June 30, 1997 from $4.6
million in the fiscal year ended June 30, 1996, an increase of 46%. Service
and maintenance fees represented 30% of total revenues in the fiscal year
ended June 30, 1997 compared to 25% of total revenues in the fiscal year ended
June 30, 1996. The increase in service and maintenance fees was due primarily
to an increase in the number of customers and sales of software licenses,
which resulted in increased orders for professional services and sales of
software maintenance and technical support.

Equipment and Supplies. Equipment and supplies sales increased by $200,000
to $9.0 million in the fiscal year ended June 30, 1997 from $8.8 million in
the fiscal year ended June 30, 1996, an increase of 2%. Equipment and supplies
sales represented 41% of total revenues in the fiscal year ended June 30, 1997
compared to 49% of total revenues in the fiscal year ended June 30, 1996. The
increase in equipment and supplies sales was due primarily to increased sales
of magnetic ink character recognition toners and check stock.

Cost of Revenues

Software Licenses. Software license costs increased by $133,000 to $160,000
in the fiscal year ended June 30, 1997 from $27,000 in the fiscal year ended
June 30, 1996, an increase of 493%. Software license costs represented 3% of
software license revenues in the fiscal year ended June 30, 1997 compared to
1% of software license revenues in the fiscal year ended June 30, 1996.
Software license costs increased primarily because the company converted from
diskette to CD-ROM media for packaging its software.

Service and Maintenance. Service and maintenance costs increased by $1.5
million to $4.2 million in the fiscal year ended June 30, 1997 from $2.7
million in the fiscal year ended June 30, 1996, an increase of 56%. Service
and maintenance costs represented 63% of service and maintenance revenues in
the fiscal year ended June 30, 1997 compared to 58% of service and maintenance
revenues in the fiscal year ended June 30, 1996. The increase was primarily
due to expansion of the company's customer services organization and higher
than expected charges incurred in fiscal year 1997 related to a problem with a
third-party printer that the company had been reselling.

Equipment and Supplies. Equipment and supplies costs increased by $1.0
million to $6.4 million in the fiscal year ended June 30, 1997 from $5.4
million in the fiscal year ended June 30, 1996, an increase of 19%. Equipment
and supplies costs represented 71% of equipment and supplies sales in the
fiscal year ended June 30, 1997 compared to 61% of equipment and supplies
sales in the fiscal year ended June 30, 1996. This increase was due primarily
to inventory write-offs and higher provisions for printer inventory
obsolescence recognized during fiscal year 1997 due to a problem with a third-
party printer that the company had been reselling.

22
<PAGE>

Operating Expenses

Sales and Marketing. Sales and marketing expenses increased by $2.4 million
to $6.6 million in the fiscal year ended June 30, 1997 from $4.2 million in
the fiscal year ended June 30, 1996, an increase of 57%. Sales and marketing
expenses represented 30% of total revenues in the fiscal year ended June 30,
1997 compared to 23% of total revenues in the fiscal year ended June 30, 1996.
The increase was due to a significant increase in sales and marketing
personnel costs which increased by $1.8 million and, to a lesser extent,
increased marketing program expenditures to launch PayBase products and to
increased sales of LaserCheck software.

Product Development and Engineering. Product development and engineering
expenses increased by $1.0 million to $2.2 million in the fiscal year ended
June 30, 1997 from $1.2 million in the fiscal year ended June 30, 1996, an
increase of 83%. Product development and engineering expenses represented 10%
of total revenues in the fiscal year ended June 30, 1997 compared to 7% of
total revenues in the fiscal year ended June 30, 1996. The increase was due
primarily to additional amortization of certain acquired software costs
charged to operations and increases in staffing to support development of
PayBase.

General and Administrative. General and administrative expenses increased by
$1.3 million to $4.3 million in the fiscal year ended June 30, 1997 from $3.0
million in the fiscal year ended June 30, 1996, an increase of 43%. General
and administrative expenses represented 19% of total revenues in the fiscal
year ended June 30, 1997 compared to 17% of total revenues in the fiscal year
ended June 30, 1996. The increase was due to personnel costs which increased
by $387,000, expenses of $300,000 related to the conversion to a new
accounting system and facility expenses necessary to support expanding
operations.

Interest Income (Expense), Net. Interest expense net increased by $50,000 to
$56,000 in the fiscal year ended June 30, 1997 from $6,000 in the fiscal year
ended June 30, 1996, an increase of 833%. The increase was due primarily to
increased borrowings under the company's revolving credit agreement in fiscal
year 1997.

Provision (Benefit) for Income Taxes. The company had an income tax benefit
of $536,000 in the fiscal year ended June 30, 1997, compared to an income tax
expense of $664,000 in the fiscal year ended June 30, 1996. The effective tax
rate used to calculate the company's income tax benefit in the fiscal year
ended June 30, 1997 was 30% compared to an effective tax rate of 43% used to
calculate the company's income tax expense in the fiscal year ended June 30,
1996. The effective tax rate in the fiscal year ended June 30, 1997 differed
from the federal statutory rate due principally to non-deductible expenses
associated with Bottomline's CertiSoft acquisition and research and
development tax credits. The effective tax rate in the fiscal year ended June
30, 1996 differed from the federal statutory rate due principally to the
effect of state income taxes and non-deductible expenses associated with the
CertiSoft acquisition.

Net Income (Loss). Net income decreased by $2.2 million to a net loss of
$1.3 million in the fiscal year ended June 30, 1997 from net income of
$883,000 in the fiscal year ended June 30, 1996. The net loss was principally
attributable to a significant problem with a third-party printer that the
company had been reselling. The printer problem had a adverse effect on
operating results. It resulted in increased customer support expenses incurred
in responding to printer-related issues; increased service, maintenance and
supply expenses incurred in repairing and replacing the defective printers;
inventory write-offs related to the defective printers; and a decrease in
orders from customers as printer problems adversely affected sales
productivity.

23
<PAGE>

Selected Quarterly Results of Operations

The following table sets forth certain unaudited quarterly results of
operations of Bottomline for each of the ten quarters ended December 31, 1998.
In management's opinion, this unaudited information has been prepared on the
same basis as the audited Financial Statements appearing elsewhere in this
prospectus and includes all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the unaudited quarterly results when
read in conjunction with the audited Financial Statements and Notes thereto
included elsewhere in this prospectus. The results of operations for any
quarter are not necessarily indicative of future results of operations.

<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------------------------------------------
Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1996 1996 1997 1997 1997 1997 1998 1998 1998 1998
--------- -------- -------- -------- --------- -------- -------- -------- --------- --------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Software licenses..... $1,415 $1,510 $1,458 $2,009 $1,591 $2,844 $2,506 $2,946 $3,477 $ 3,991
Service and
maintenance......... 1,340 1,716 1,788 1,885 1,937 2,534 2,280 2,950 2,254 3,073
Equipment and
supplies............ 2,041 2,426 2,244 2,294 2,536 2,106 2,675 2,132 2,374 2,967
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total revenues....... 4,796 5,652 5,490 6,188 6,064 7,484 7,461 8,028 8,105 10,031
Cost of revenues:
Software licenses..... 36 44 30 50 48 70 44 53 123 31
Service and
maintenance......... 892 1,251 1,015 1,048 851 1,178 1,060 1,172 1,106 1,350
Equipment and
supplies............ 1,380 1,904 1,546 1,580 1,648 1,528 1,828 1,522 1,682 2,133
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total cost of
revenues........... 2,308 3,199 2,591 2,678 2,547 2,776 2,932 2,747 2,911 3,514
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Gross profit........... 2,488 2,453 2,899 3,510 3,517 4,708 4,529 5,281 5,194 6,517
Operating expenses:
Sales and marketing... 1,338 1,594 1,665 2,034 1,557 2,033 1,879 2,206 2,242 2,638
Product development
and engineering..... 408 338 501 938 670 822 811 855 928 977
General and
administrative...... 1,026 1,123 1,036 1,081 932 1,074 1,152 1,214 1,277 1,124
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total operating
expenses........... 2,772 3,055 3,202 4,053 3,159 3,929 3,842 4,275 4,447 4,739
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Income (loss) from
operations........... (284) (602) (303) (543) 358 779 687 1,006 747 1,778
Interest income
(expense), net....... 7 (24) (34) (5) (22) (28) (10) 10 15 24
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Income (loss) before
provision (benefit)
for income taxes..... (277) (626) (337) (548) 336 751 677 1,016 762 1,802
Provision (benefit) for
income taxes......... (109) (247) (133) (47) 142 318 287 430 305 721
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Net income (loss)...... $ (168) $ (379) $ (204) $ (501) $ 194 $ 433 $ 390 $ 586 $ 457 $ 1,081
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
Earnings (loss) per
share
available to common
stockholders:
Basic................. $(0.03) $(0.07) $(0.04) $(0.08) $ 0.03 $ 0.06 $ 0.06 $ 0.09 $ 0.07 $ 0.16
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
Diluted............... $(0.03) $(0.07) $(0.04) $(0.08) $ 0.02 $ 0.06 $ 0.05 $ 0.08 $ 0.06 $ 0.14
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
Shares used in
computing earnings
(loss) per share
available to
common stockholders:
Basic................. 5,871 5,904 5,907 6,261 6,307 6,307 6,312 6,330 6,361 6,583
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
Diluted............... 5,871 5,904 5,907 6,261 7,297 7,305 7,308 7,362 7,456 7,655
====== ====== ====== ====== ====== ====== ====== ====== ====== =======
</TABLE>

24
<PAGE>

The following table sets forth unaudited quarterly results of operations as
a percentage of revenues for each of the ten quarters ended December 31, 1998.

<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------------------------------------------------------
Sept. 30, Dec. 31, Mar. 30, June 30, Sept. 30, Dec. 31, Mar. 30, June 30, Sept. 30, Dec. 31,
1996 1996 1997 1997 1997 1997 1998 1998 1998 1998
--------- -------- -------- -------- --------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Software
licenses....... 29.5% 26.7% 26.5% 32.5% 26.3% 38.0% 33.6% 36.7% 42.9% 39.8%
Service and
maintenance.... 27.9 30.4 32.6 30.4 31.9 33.9 30.5 36.7 27.8 30.6
Equipment and
supplies....... 42.6 42.9 40.9 37.1 41.8 28.1 35.9 26.6 29.3 29.6
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total revenues.. 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Cost of revenues:
Software
licenses....... 0.7 0.8 0.5 0.8 0.8 0.9 0.6 0.6 1.5 0.3
Service and
maintenance.... 18.6 22.1 18.5 17.0 14.0 15.8 14.2 14.6 13.6 13.5
Equipment and
supplies ...... 28.8 33.7 28.2 25.5 27.2 20.4 24.5 19.0 20.8 21.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total cost of
revenues...... 48.1 56.6 47.2 43.3 42.0 37.1 39.3 34.2 35.9 35.0
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Gross profit...... 51.9 43.4 52.8 56.7 58.0 62.9 60.7 65.8 64.1 65.0
Operating
expenses:
Sales and
marketing...... 27.9 28.2 30.3 32.9 25.7 27.2 25.2 27.5 27.7 26.3
Product
development and
engineering.... 8.5 6.0 9.1 15.1 11.0 11.0 10.9 10.7 11.4 9.7
General and
administrative.. 21.4 19.9 18.9 17.5 15.4 14.3 15.4 15.0 15.8 11.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total operating
expenses...... 57.8 54.1 58.3 65.5 52.1 52.5 51.5 53.2 54.9 47.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income (loss) from
operations...... (5.9) (10.7) (5.5) (8.8) 5.9 10.4 9.2 12.6 9.2 17.8
Interest income
(expense), net.. 0.1 (0.4) (0.6) (0.1) (0.4) (0.4) (0.1) 0.1 0.2 0.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income (loss)
before provision
(benefit) for
income taxes.... (5.8) (11.1) (6.1) (8.9) 5.5 10.0 9.1 12.7 9.4 18.0
Provision
(benefit) for
income taxes.... (2.3) (4.4) (2.4) (0.8) 2.3 4.2 3.9 5.4 3.8 7.2
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net income
(loss).......... (3.5)% (6.7)% (3.7)% (8.1)% 3.2% 5.8% 5.2% 7.3% 5.6% 10.8%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
<CAPTION>
-----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Software
licenses.......
Service and
maintenance....
Equipment and
supplies.......
Total revenues..
Cost of revenues:
Software
licenses.......
Service and
maintenance....
Equipment and
supplies ......
Total cost of
revenues......
Gross profit......
Operating
expenses:
Sales and
marketing......
Product
development and
engineering....
General and
administrative..
Total operating
expenses......
Income (loss) from
operations......
Interest income
(expense), net..
Income (loss)
before provision
(benefit) for
income taxes....
Provision
(benefit) for
income taxes....
Net income
(loss)..........
</TABLE>

Revenues

The company has experienced year-to-year growth with seasonal fluctuations
in revenues and earnings. During the company's second fiscal quarter ended
December 31, revenues have typically increased as customers on a calendar-
based fiscal year completed their capital spending plans. During the third
fiscal quarter ended March 31, revenues have typically declined as customers
focus internal resources on statutory and regulatory reporting requirements.
The fourth fiscal quarter ended June 30, generally has the highest revenues as
customers complete projects before summer, when activity in many corporate
financial departments tends to slow, which can result in a difference between
fourth and first quarter revenues.

Revenues decreased by $100,000 to $6.1 million during the fiscal quarter
ended September 30, 1997 from $6.2 million during the fiscal quarter ended
June 30, 1997. The decrease was consistent with seasonal trends for revenues.
Equipment and supplies sales increased by $200,000 to $2.5 million during the
fiscal quarter ended September 30, 1997 from $2.3 million during the fiscal
quarter ended June 30, 1997. The increase was due primarily to orders for new
third-party printers and related toners. Equipment and supplies sales as a
percent of total revenues decreased in subsequent quarters as printer orders
stabilized.

Cost of Revenues

During the four quarters of fiscal year 1997, the company experienced a
significant problem with a third-party printer it had been reselling. The
printer problem had a material adverse effect on operating results, including:

. increased customer support expenses incurred in receiving,
investigating and responding to printer-related issues;

. increased service, maintenance and supply expenses incurred in
repairing and, in some cases, replacing the defective printers;

25
<PAGE>

. a decrease in orders from both new and existing customers as printer
problems adversely affected sales productivity; and

. inventory write-offs of $217,000 related to the defective printers.

The company has since established a product qualification process and
periodic quality inspections. In addition, the company has revised and
enhanced its quality assurance programs.

Operating Expenses

Sales and marketing expenses increased by $300,000 to $2.0 million in the
fiscal quarter ended June 30, 1997 from $1.7 million in the fiscal quarter
ended March 31, 1997. The increase was due primarily to commission expenses
generated from increased sales of PayBase and related services, which had a
higher average commission payment rate. Additionally, marketing expenses
increased as the company promoted a new third-party laser printer.

Product development and engineering expenses increased by $437,000 to
$938,000 in the fiscal quarter ended June 30, 1997 from $501,000 in the fiscal
quarter ended March 31, 1997. The increase was due primarily to additional
amortization of certain acquired software costs charged to operations.

Sales and marketing expenses increased by $400,000 to $2.0 million in the
fiscal quarter ended December 31, 1997 from $1.6 million in the fiscal quarter
ended September 30, 1997. The increase was due primarily to commission
expenses generated from increased sales of PayBase and related professional
services, which carried higher commission payment rates.

In addition to seasonal fluctuations, quarterly results of operations may be
subject to significant fluctuations due to several factors, including:

.the size, timing and number of customer orders;

.product and price competition;

. the loss of key employees and the time required to train new hires,
particularly sales and engineering personnel;

.timing of new product introductions and enhancements;

.sales, implementation and budget cycles of the company's customers;

.the number of business days in a particular period;

. market acceptance of new products or product enhancements by either
the company or its competitors;

.the incurrence of costs relating to possible acquisitions of technologies
or businesses;

.the company's ability to address new and related market opportunities;

.the mix of license and maintenance revenue in any period; and

.general economic conditions.

The company anticipates that its operating expenses will continue to
increase significantly. If sales in any quarter do not increase
correspondingly, results of operations for that quarter would be materially
adversely affected. For the foregoing reasons, the company believes that
quarter-to-quarter comparisons of its results of operations are not
necessarily meaningful and that the company's results of operations in any
particular quarter should not be relied upon as necessarily indicative of
future performance. Moreover, for the foregoing reasons, there can be no
assurance that the profitability attained in the last fiscal year will
continue.

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<PAGE>

Liquidity and Capital Resources

Bottomline has financed its operations primarily from cash provided by
operating activities, the sale of common stock and bank credit facilities for
leasehold improvements and working capital. Bottomline had net working capital
of $5.6 million at December 31, 1998, including cash and cash equivalents
totaling $3.9 million.

Net cash provided by operating activities was $2.2 million in the six months
ended December 31, 1998. Net cash provided by operating activities during the
six months ended December 31, 1998 was primarily the result of net income and
increases in deferred revenues, accounts payable and accrued expenses,
partially offset by increases in accounts receivable and prepaid expenses. Net
cash provided by operating activities was $2.6 million in the fiscal year
ended June 30, 1998 and $820,000 in the fiscal year ended June 30, 1996. Net
cash used in operating activities was $668,000 in the fiscal year ended June
30, 1997. Net cash provided by operating activities during the fiscal year
ended June 30, 1998 and the fiscal year ended June 30, 1996 was primarily the
result of net income and increases in deferred revenues partially offset by
increases in accounts receivable. During the fiscal year ended June 30, 1997,
net cash used in operations was primarily the result of net losses, an
increase in accounts receivable and refundable income taxes partially offset
by increases in deferred revenues, accounts payable and accrued expenses.

Net cash used in investing activities was $602,000 in the six months ended
December 31, 1998. Cash was used during this period to acquire computer
equipment and software for internal use. Net cash used in investing activities
was $993,000 in the fiscal year ended June 30, 1998, $694,000 in the fiscal
year ended June 30, 1997 and $469,000 in the fiscal year ended June 30, 1996.
Cash was used during these periods to acquire property and equipment and for
software development costs. The company currently has no significant capital
spending or purchase commitments, but expects to continue to engage in capital
spending in the ordinary course of business. During fiscal year 1998, the
company expensed as incurred all software development costs.

Net cash provided by financing activities was $922,000 in the six months
ended December 31, 1998. The net increase was the result of the October 1998
net proceeds of $972,000 from the sale of common stock partially offset by the
reduction of notes payable of $50,000. Net cash used in financing activities
was $1.1 million in the fiscal year ended June 30, 1998. Net cash provided by
financing activities was $1.1 million in the fiscal year ended June 30, 1997
and $98,000 in the fiscal year ended June 30, 1996. Net cash used in financing
activities during the fiscal year ended June 30, 1998 primarily represented
repayment of indebtedness. Net cash provided by financing activities during
the fiscal year ended June 30, 1997 primarily represented borrowings under the
company's revolving credit agreement.

In December 1998, the company renewed its revolving credit agreement with a
bank which provides for borrowings of up to $5.0 million. Borrowings under its
revolving credit agreement bear interest at the bank's prime rate, are due on
demand and are secured by substantially all of the company's assets. As of
December 31, 1998, the company had no outstanding balances under its revolving
credit agreement. The agreement expires on December 31, 1999.

The company believes that the proceeds generated by the sale of its common
stock in this offering, cash generated from operations and cash and cash
equivalents on hand, will be sufficient to meet its working capital
requirements for the foreseeable future.

Year 2000 Considerations

The vendors of each of Bottomline's major internal software systems have
certified that such software is year 2000 compliant. In addition, the company
has assessed its currently supported products, including tools,

27
<PAGE>

equipment and software provided by others, for possible problems in
processing, reporting, displaying, functioning with and otherwise handling
date data containing the year 2000 and beyond and has concluded that such
products are year 2000 compliant. The company does not plan to assess
specifically its facility management systems or the external forces such as
utility or transportation year 2000 compliance failures that might generally
affect industry and commerce. The company is developing contingency plans to
address those issues that it believes will be critical to its operations in
the event that internal systems fail to be year 2000 compliant and anticipates
finalizing such contingency plans by June 30, 1999.

The company believes that all of its products installed after February 1997
were year 2000 compliant at the time of installation. However, products
installed prior to that time that operated in the DOS operating system
environment are not year 2000 compliant. In 1997, the company notified
customers that had purchased DOS based products that their products were not
year 2000 compliant and that the company would no longer be supporting those
products. The company has no plan to address year 2000 readiness for these
older products. Based on the notification the company provided and the
contractual provisions limiting liability contained in its standard terms and
conditions which governed the sale of the company's DOS based products, the
company does not believe there are significant risks to its business relating
to year 2000 compliance of these products.

During the past eighteen months, the company purchased $1.5 million in
information systems, hardware and software, some of which purchases were
accelerated in connection with year 2000 compliance. The company does not
expect any future material expenses to be incurred in connection with year
2000 compliance.

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<PAGE>

BUSINESS

We are a leading provider of software used to make and manage corporate
payments. Our products and services enable organizations to transition from
the traditional paper check process to electronic payments and to facilitate
electronic commerce. Our software offers a single solution to control, manage
and issue all payments. Our software complements and integrates with existing
corporate payment applications, such as accounts payable, payroll, travel and
entertainment expense, insurance claims and commissions. Our products provide
Internet capability and run on Windows NT, Microsoft's leading network
technology. Today, we have more than 2,000 customers, representing every major
industry-sector, including The Charles Schwab Corporation, Dow Jones &
Company, Inc., The Federal Reserve System, Microsoft Corporation and Nissan
Motor Acceptance Corporation.

Industry Background

Paper Payment Process

Traditional Check Printing. Most businesses today rely primarily on checks
to make and receive payments. They typically use pre-printed checks, which are
blank, legally negotiable instruments that must be securely stored, controlled
and accounted for with physical audits. These checks are either manually
completed or, more frequently, mechanically generated in batches and put
through an impact printer. The checks are then:

- -signed by a signing machine that contains the company's signature
plates;

- -sorted by a decolator machine, which separates the checks from their
copies;

- -run through a burster machine, which separates batch run checks along
their perforated lines;

- -manually or mechanically stuffed into envelopes for mailing; and

- -copied, collated and delivered to the appropriate departments for
filing and record updating.

Breakdowns along the processing line can be costly and time consuming. Damaged
checks must be voided, filed and recorded for auditing purposes and
replacements must be issued.

When an enterprise receives a check, either through a lockbox (a third-party
depositing service) or directly, the check must often be physically separated
from the check stub. The stub, which contains detailed payment information, is
forwarded to accounts receivable for data entry and payment record
reconciliation. Because many payments cover multiple invoices or billings that
may contain discounts, offsets or other adjustments, the reconciliation
process is labor intensive and often results in many internal and external
payment inquiries. After reconciliation, the check is processed as part of a
bank deposit and continues through the banking system to the payor's bank.

Laser Check Printing. The inefficiencies and opportunity for fraud inherent
in traditional check printing has caused many enterprises to acquire software-
based laser check printing systems to generate checks. As with printed checks,
the process begins with the creation of initial payment information, including
payee, payment amount and invoice reference. The software takes that
information, merges it with permanently stored data used to create printed
checks, such as bank information, check design and layout, signatures and
logos, and automatically generates checks on a high-speed laser printer. The
system can also include a magnetic ink

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<PAGE>

character recognition line on the checks to facilitate their subsequent
processing. A laser-printed check is manually or mechanically stuffed into an
envelope for mailing and then continues through the same receipt and
disbursement process as a pre-printed check.

Electronic Payment Process

The most basic electronic payment, an Automated Clearing House transaction,
such as a direct deposit payroll transaction, consists of data formatted to
comply with National Automated Clearing House Association standards. This data
includes the necessary information to effect the transfer of funds from one
account to another, such as the payor and payee's bank accounts, settlement
date and dollar amount. Basic Automated Clearing House transactions do not
include financial electronic data interchange information (which is commonly
referred to as financial EDI), which consists of payment-related details about
the purpose of the payment, such as a listing of all the invoices to be
credited in connection with the payment. The Federal Reserve System and
participating banks maintain the computer and network infrastructure needed to
transmit these electronic payments.

Electronic payments generally are processed in the following sequence:

- -payment data is input;

- - the data is formatted to comply with Automated Clearing House and
financial EDI standards and transmitted to the payor's bank where
appropriate debits are made electronically to the payors' accounts;

- - the data is merged with other electronic payment transactions and sent
through The Federal Reserve System's Automated Clearing House system,
ultimately arriving at the payee bank, where appropriate credits are
made electronically to the payees accounts; and,

- -the receiving bank transmits payment notification and remittance
information to the payee.

The following graphic depicts the traditional check process, laser check
process and electronic payment process:

[graph to describe the processes for edgar filing]

This graphic depicts the differences between Traditional Check Printing, Laser
Check Printing and Electronic Payment processes.

[This graphic contains three separate graphs which represent the three different
payment processes. Each graph assimilates an ascending stairway, each step of
the stairway representing a different requirement of the respective payment
process.

The first ascending stairway is labelled "Traditional Check Printing" and
is broken into three sections, as labelled on the side of the stairway. In the
first section, entitled "Steps Required to Create a Traditional Check," ten
steps ascend, representing different steps in the process. The steps are
entitled "Input Payment Data," "Check Stock Audit & Control Pre Check Run,"
"Align Check Stock," "Sign Out Signature Plate," "Impact Printer," "Signer,"
"Decollator," "Burster," "Stuffer" and "Check Stock Audit & Control Post Check
Run." In the second section, entitled "Time to Deliver the Check," three steps
are grouped together and labelled, respectively, "Payor's Mailroom," "Postage"
and "Payee's Mailroom." In the third section of the stairway, entitled "Steps
Required to Receive, Post & Archive the Check," six steps ascend, representing
different steps in the process. The steps are entitled "Envelope Opener,"
"Deposit Check," "Credit at Payee's Bank," "Enter Detail," "Archive Stub" and
"Debit at Payor's Bank."

The second ascending stairway is labelled "Laser Check Printing" and is
also broken into three sections, as labelled on the side of the stairway. In the
first section, entitled "Steps Required to Create a Laser Check," four steps
ascend, representing different steps in the process. The steps are entitled
"Input Payment Data," "Blank Paper," "Laser Printer" and "Stuffer." In the
second section, "Time to Deliver the Check," three ascending steps are grouped
together and labelled, respectively, "Payor's Mailroom," "Postage" and "Payee's
Mailroom." In the third section of the stairway, entitled "Steps Required to
Receive Post & Archive the Check," six steps ascend, representing different
steps in the process. The steps are entitled "Envelope Opener," "Deposit Check,"
"Credit at Payee's Bank," "Enter Detail," "Archive Stub" and "Debit at Payor's
Bank."

The third ascending stairway is labelled "Electronic Payment" and only
contains one section, entitled "Steps Required to Make an Electronic Payment."
This section consists of five ascending steps labelled, respectively, "Input
Payment Data," "Format & Transfer Payment Data," "Debit at Payor's Bank,"
"Credit at Payee's Bank" and "Payee Notification of Detail."]

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<PAGE>

Comparison of Payment Processes

Laser-printed checks are less expensive to generate than pre-printed checks
due to reduced printing, processing and labor costs. Electronic payments
further reduce printing, processing and labor costs as well as costs
associated with mailing, "float" (the time between issuance and clearance of a
check), fraud, error and paper-related payment inquiries. Electronic payments
provide enterprises with the opportunity for improved cash management, the
flexibility to make instantaneous payments and the ability to distribute and
make payments at remote offices.

The competitive benefits of electronic payments as well as government and
trading partner mandates are accelerating the transition to electronic
payments from paper-based payments. A comparison of electronic payments to
paper payments sent by the government found that 58% of the 850 million
payments made by the federal government in 1997 were electronic payment
transfers. Results of the comparison also showed the following:

. the average cost per transaction was 21.5 times less for electronic
payments than for paper-based payments;

. the payment inquiry rate was 22 times less for electronic payments
than for paper-based payments and the average time to resolve an
inquiry for an electronic payment was 24 hours, compared to 14 days
for paper-based payments; and

. there were no incidences of forgery involving electronic payments
while 63,000 incidences of forgery were reported involving paper-based
payments.

Current Industry Trends and Developments

Growth of the Internet and electronic commerce. The Internet and electronic
commerce are expanding dramatically. Forrester Research, Inc. estimates the
total value of goods and services traded between companies over the Internet
will increase from $8 billion in 1997 to $327 billion in 2002. This growth has
created a need for secure, electronic payment management solutions that can
support the conduct of commerce without resorting to the use of paper at the
most critical stage--generating and evidencing payments. The National
Automated Clearing House Association estimates that approximately 4.5 billion
secured Automated Clearing House payments were made in 1997.

Increase in cost-based competition. Enterprises are increasingly seeking
cost-based solutions in all facets of their organizations in order to remain
competitive. Laser-printed checks reduce an enterprise's printing, processing
and labor costs and electronic payments provide additional cost savings and
operational efficiencies through reduced costs associated with mailing, float,
fraud, error and paper-related inquiries. The National Automated Clearing
House Association estimates that the cost of a business-to-business electronic
payment averages $3.00 compared to $8.33 for a similar paper-based payment.

Ongoing changes in regulation of payments. Enterprises are increasingly
subject to both federal and state regulation mandating the use of electronic
payments. The Debt Collection Improvement Act of 1996 requires federal
agencies to convert federal payments (other than payments under the Internal
Revenue Code of 1986) made by paper checks to electronic payments by January
1, 1999. Current treasury regulations require that a business that paid more
than $50,000 in annual employment or other depository taxes in 1995, 1996 or
1997 begin to make such payments electronically on or before January 1, 1999,
depending on the year in which the business first paid more than $50,000 in
depository taxes. Non-complying taxpayers may be subject to a 10% penalty if
they fail to comply with such requirements by July 1, 1999. Recently, The
National Automated Clearing House Association required financial EDI
capabilities for the banks participating in its network. In addition, as of
September 1998, 47 of the 50 states had programs in place to accept electronic
payments.

Adoption of third-party, enterprise-wide solutions. Enterprises are
increasingly seeking integrated, enterprise-wide solutions that provide
competitive advantages through increased data access and automation.

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<PAGE>

This trend has been accelerated by the shortage of qualified technical
personnel, increased allocation of staff resources to year 2000 problems and
the competitive need to rapidly adopt new technologies. This trend is
illustrated by widespread adoption in recent years of enterprise resource
planning systems offered by companies such as SAP and Baan to manage
operations across enterprises. To expand from a department level to an
enterprise-wide solution, enterprises are increasingly looking to third-party
suppliers with expertise in replacing and/or integrating their aging payment
management systems.

Migration to distributed computing. In recent years, enterprises have
adopted distributed computing systems that offer computing power and business
solutions at the point of need, as well as remote access capabilities such as
through the Internet and intranets. These systems have been deployed to enable
individual users to access enterprise databases. Advances in network
management technologies, such as Windows NT, have further accelerated this
trend. Companies purchasing distributed computing software systems require
that they conform to corporate computing standards, including databases such
as Microsoft SQL Server, Oracle, Sybase, IBM DB2 and Informix.

Need for increased security. Advances in scanner, copier and desktop
publishing technology have resulted in increased check forgery, counterfeiting
and misappropriation and an increased demand for secure payment solutions.
Enterprises are seeking to lower the estimated $12 billion annual cost of both
internal and external check fraud through implementation of process and data
security and audit functions. In particular, enterprises are demanding
centralized control over the form, initiation and authorization of their
payments throughout a distributed environment.

Market Opportunity

Enterprises are seeking a third-party payment management solution that
enables them to cost-effectively respond to the significant growth in
electronic commerce, increased fraud and on-going changes in the regulation of
payments and migrate to distributed computing. Traditional paper-based payment
systems lack the flexibility to cost-effectively handle the growth in
electronic commerce and the ability to integrate disparate payment and paper-
related management functions. Most companies, even those with enterprise
resource planning systems, have multiple payment issuing systems in different
departments and, therefore, lack a single view of all payment activity.
Although laser-printing check systems provide some flexibility improvements
and cost savings, they cannot match the transmission and receipt advantages of
electronic payment solutions. Increasingly, enterprises are seeking to
implement a cost-effective, secure, electronic-payments solution that
accommodates electronic and paper-based payments across an enterprise.

The Bottomline Solution

Our PayBase product suite is designed to control, manage and issue all
payments, whether paper-based or electronic, across an enterprise. Our
software products can be purchased as an entire suite or as separate
applications. Our products operate in different computer operating
environments that correspond to customer needs and infrastructure
requirements:

. The PayBase/32/ Workstation Server and Enterprise Server products
operate on powerful, 32-bit computers to provide high levels of
performance for an enterprise-wide environment, supporting very high
volumes of activity across an organization.

. The PayBase/16/ Workstation Server and Enterprise Server products
operate on 16-bit computers to provide cost-effective support for
single-location or departmental activities.

Our products permit customers to leverage the Internet while increasing
security and fraud avoidance. They also complement our customers' existing
information systems and payment applications. We provide multiple options for
delivery of detailed payment or remittance information including mail, fax and
the Internet. Our LaserCheck product is a cost-effective, software-based,
laser-printing system that allows an enterprise to streamline its paper
payment process and to generate checks at the point of need. We also offer
consulting services and related equipment and supplies to help customers plan,
design and implement the transition from paper to electronic payments.

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<PAGE>

The company's PayBase product suite offers customers the following benefits:

. Internet/intranets remote access capability. Bottomline's PayBase product
suite provides users with a secure, convenient means to remotely access
and transmit payment information. PayBase enables enterprises to manage
and control payments through the Internet and intranets. PayBase provides
users with a secure, convenient means to remotely access and transmit
payment information.

. Flexible, dual payment process. Bottomline's PayBase product suite has
been designed to provide customers with a single software solution that
permits both paper and electronic payments. PayBase's dual payment
capacity gives enterprises the flexibility to manage the transition to
electronic payments at a pace compatible with the needs of their customers
and business partners as they evolve in response to market demands and
government mandates. Bottomline has one allowed United States patent
application relating to certain security aspects of its dual payment
process.

. Enterprise-wide payment control. Bottomline's PayBase product suite offers
enterprises a centralized payment control and management system while
allowing users to make payments at the point of need. PayBase records all
payments, transactions and events in a central database, which improves
cash management, control of disbursement and receipt functions and audit
capabilities. In addition, Bottomline's PayBase payment control
capabilities permit enterprises to readily outsource payment management
functions to banks or other third-party suppliers.

. Cost-effective payment solution. Bottomline's PayBase product suite
provides operational efficiencies that reduce staffing, mailing,
processing and auditing costs as well as costs associated with float, risk
of error, fraud and fraud related inquiries. PayBase is designed to be
easy to use and implement and requires only limited commitment of an
enterprise's resources to achieve operational efficiencies.

. Open and scaleable technology. Bottomline's PayBase product suite runs on
one or more application servers using industry standard Unix or Microsoft
Windows NT operating systems and database servers such as Microsoft SQL
Server, Oracle, Sybase, IBM DB2 Universal Server and Informix. PayBase's
flexible design provides an enterprise with a scaleable solution to meet
growing needs and to manage the migration from a department-wide to an
enterprise-wide, payment system.

. Enhanced security and fraud protection. Bottomline's PayBase product
suite reduces the risk of fraud through a secure, encrypted database and
control of all payment and operator activity. In addition, PayBase can
automatically send a file of all checks issued instantaneously to the
payor's bank, enabling banks to quickly isolate fraudulent or incorrect
checks and to evaluate questionable payments. For its laser-printing
process, LaserCheck uses blank paper that is non-negotiable until it is
printed and can use specialized magnetic ink character recognition
printers for additional security.

Strategy

Bottomline's objective is to be the leading provider of payment management
software for businesses, financial institutions and public sector
organizations. Key elements of Bottomline's strategy include the following:

. Further penetrate customer base. Bottomline intends to further penetrate
its customer base, which Bottomline believes is only in the early stages
of implementing electronic payment solutions. Additional sales
opportunities to Bottomline's existing customers include:

- -expanding department level installations to encompass an enterprise's
entire payment system;

- - selling complementary payment capabilities through sales of additional
software modules (such as electronic payment and receipt creation or
check fraud avoidance);

- -introducing software upgrades;

- - marketing new products; and

- - generating additional revenues from its customer base by providing
maintenance and support services and selling supplies.

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<PAGE>

. Expand customer base. Bottomline intends to expand its broad customer base
through:

- - enhancing its direct sales force to market to large enterprises;

- - increasing indirect sales channels;

- - targeting sales opportunities with financial institutions by
leveraging its experience and industry recognition as the developer of
FedEDI, the Federal Reserve System's financial EDI software solution;

- - developing additional marketing partnerships; and

- - pursuing strategic acquisitions.

. Expand and leverage strategic relationships. Bottomline intends to expand
and leverage its relationships with business partners who play a key role
in the sales, marketing and distribution of its products. The company
plans to expand sales through strategic alliances with technology
providers and financial institutions, and through existing reseller
relationships with companies such as Moore Corporation and John H. Harland
Company. Bottomline also intends to expand its relationships with
enterprise resource planning and accounting system vendors, such as Oracle
and SAP, and with consulting firms that assist companies with the
implementation of Bottomline's products. For example, Bottomline recently
entered into a working agreement with Arthur Andersen LLP under which
Arthur Andersen LLP will work with Bottomline to develop a marketing
program and to utilize the enterprise consulting experience of Arthur
Andersen LLP to demonstrate the benefits of migrating to Bottomline's
enterprise-wide PayBase/32/ payment solution.

. Develop new products and technologies. Bottomline intends to develop new
products and technologies which leverage its existing offerings and
customer base. To capitalize on the growth of the Internet and electronic
commerce and changes in payment technologies and practices, Bottomline
employs professionals who are skilled in the complex environments of
electronic commerce, financial EDI and banking and payment systems.
Furthermore, Bottomline's technical staff is experienced in the latest
database, networking and software development tools, technologies and
methodologies. Bottomline intends to leverage this combination of business
expertise and technical knowledge to deliver new products and
technologies.

. Expand international capabilities. Bottomline intends to enhance its
products with additional functionality to expand their use in
international markets. Bottomline believes that this will enable it to
better accommodate existing and future customer needs. Current initiatives
include extending check-printing capabilities to accommodate multiple
language print output, multiple currency print requirements, and
international magnetic ink character recognition fonts.

. Pursue strategic acquisitions. Bottomline intends to pursue strategic
acquisitions that would provide additional product or service offerings,
additional industry expertise, a broader client base or an expanded
geographic presence.

Products and Services

Bottomline's software products enable enterprises to control, manage and
issue all payments, whether paper-based or electronic, across an enterprise or
at one specific location or department. Bottomline also offers complementary
add-on functionality software products that customers can select according to
their specific needs, as well as hardware to complement its software product
offerings. Bottomline's software products are further enhanced by a
comprehensive and experienced consulting service and support system. These
consultants help customers to plan, design, implement and manage an
enterprise's transition from paper to electronic payments and to enhance
operational productivity and customer satisfaction.

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<PAGE>

The following graphic depicts the different payment options for PayBase:

[This graphic contains five columns of information, each column linking into the
next, from left to right, via connecting pipes.

The first column contains a list of eleven phrases in separate boxes
entitled: "Payroll," "T&E Payments," "Commissions," "Trusts," "Rebates,"
"Royalties," "401K," "Health Claim Payments," "Accounts Payable," "Loan
Proceeds," and "Accounts Receivable." These eleven boxes are linked vertically
by a pipe, and all link horizontally to one box in the second column, entitled
"PayBase."

The "PayBase" box is linked horizontally to the third column of boxes,
which represent the different PayBase payment options. This third column
contains three boxes, entitled "e-Payments," "Laser Checks" and "e-Receipts."
The "e-Payments" box is linked horizontally to two boxes in the fourth column,
entitled "Automated Clearing House & financial EDI" and "Remittance Advice."
The "Laser Checks" box is linked horizontally to a box in the fourth column,
entitled "Check Fraud Avoidance." The "e-Receipts" box is linked horizontally
to a box in the fourth column, entitled "Remittance Detail." The fourth column
contains a total of four boxes.

From the fourth column, the "Automated Clearing House & financial EDI" box
is linked horizontally to one box in the fifth column, entitled "Banks." The
"Remittance Advice" box is linked to three vertically interconnected boxes in
the fifth column entitled "e-Mail," "Fax" and "Print." The "Check Fraud
Avoidance" box in the fourth column is linked horizontally to one box entitled
"Banks," and also branches off to a second box in the fifth column entitled
"Payees." Finally, the "Remittance Detail" box is linked to three vertically
interconnected boxes in the fifth column entitled "Banks," "Value Added
Network" and "Internet." The fifth column contains a total of nine boxes.]

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<PAGE>

Whenever payments are sent electronically through the secure Automated
Clearing House network, the ERADS module automatically channels the remittance
details to each payee by the appropriate media and the payee receives an
electronic payment directly deposited into its bank account. Enterprises can
realize cost efficiencies through reduced check printing or processing and the
lower cost of transmitting remittance information electronically.

Secure WebPay Series (Internet/Intranet Access) Modules. The Secure WebPay
Internet/Intranet Access modules extend the functionality of PayBase to the
Internet. Secure WebPay allows enterprises to use the Internet or a corporate
intranet to request, approve and initiate payments from remote sites,
including locations which are not linked by a corporate network. Secure WebPay
can also provide automatic e-mail delivery of remittance advice both
internally and to third parties such as vendors, customers and employees.
Secure WebPay incorporates administration software that maintains central
payment information that can be accessed on the Internet or over an intranet
by authorized users to review payment status and correct data as appropriate.

LaserCheck Module. The LaserCheck module allows users to print checks
(including all variable data, such as magnetic ink character recognition
lines, logos and signatures) on blank paper using a laser printer. This module
can be deployed over the user's network or the Internet wherever it is needed,
whether in a centralized printing facility, the issuing department (e.g.,
payroll) or in a remote location. With LaserCheck's CheckSort feature, users
can sort checks to lower postage rates and produce copies in a specified order
to simplify filing. LaserCheck also provides password protection, as well as
hardware and software security features, and initiates printing of all checks,
confirmation notices and reports.

Check Fraud Avoidance Module. The Check Fraud Avoidance module allows users
to automatically send a digital file of all checks issued to their bank. Most
commercial banks employ a "Positive Pay" system that determines, when the
check is presented to the bank, whether a bank customer has in fact issued it.
A number of banks will only reimburse customers for check fraud losses if the
customer uses Positive Pay. This module protects the user from having altered
or unissued checks paid from their account and protects banks from fraudulent
checks received from other institutions. The Check Fraud Avoidance software
receives its data input from PayBase, but can also receive input from a non-
PayBase system that uses printed checks.

Additional Key Features Included in PayBase/32/. PayBase/32/ also features
the Report Generator, which gives users access to the PayBase/32/ audit
database and creates personalized screens and print reports. These reports can
be run automatically at the conclusion of a payment run or at the request of
the user and can satisfy certain auditing and record requirements. In
addition, PayBase/32/ features DesignerPlus, which allows users to set up and
integrate PayBase/32/ into their existing payment environment.

Complementary Add-On Functionality for PayBase/32/

Y2K IntelligentAutoRepair. Y2K IntelligentAutoRepair is a software tool sold
separately that permits users of PayBase/32/ to examine and repair date fields
identified as suspect in their data files on a fully automated basis,
permitting them to isolate and correct year 2000 problems in their payment
systems and databases.

PayBase/32/ for Value Added Banks. PayBase/32/ enables companies to
outsource payment processing to banks. The PayBase/32/ software can be
installed at either the company or the bank. When installed at the company,
PayBase/32/ formats and transmits payment information according to the bank's
requirements. The bank uses its systems to create checks or electronic
payments. When installed at the bank, the company transmits unformatted
payment information to the bank, where PayBase/32/ reformats the data into
checks and electronic payments.

PayBase/16/ Products

PayBase/16/ is designed as a cost-effective payment solution for use with
desktop personal computers in a departmental setting. It operates on the
Windows 3.X, Windows 95, Windows 98 and Windows NT operating systems.
PayBase/16/ supports the following modules: LaserCheck, Check Fraud Avoidance
and ESP.

36
<PAGE>

- - LaserCheck and Check Fraud Avoidance functions are controlled through
a comprehensive set of security options. PayBase/16/ automatically
records all transactions and payments in a database that can be
accessed by the user using a report generator that is included as part
of the module. The LaserCheck module allows printing to locally
attached printers. The optional Check Fraud Avoidance module stores
check information in a Microsoft-Access database and includes bundled
communication software for transmitting positive pay files to the
customer's bank.

- - The ESP module is accessed through a tool bar on the PayBase/16/ main
menu. The ESP module features independent security and audit tables as
well as a separate report generator. File transmission can be executed
with most third-party communication software packages.

Professional Services

Bottomline's team of service professionals draws on extensive experience in
electronic commerce and payment technologies to provide consulting services,
project implementation and training services to Bottomline's clients.
Consulting service professionals are available to review clients' current
payment methods and processes, report findings, and recommend changes and
solutions. Project implementation professionals are available to coordinate
system installation, including check and electronic payment design, payment
reporting format and delivery, bank data and communication requirements,
signature and authority set up and security, audit and control procedures.
Bottomline offers training services to all customer personnel involved in the
payment cycle, including management, users and information technology
personnel involved in the transition from paper-based payment methods to
electronic payments. Bottomline maintains a fee-based Payment Technology
Institute, which provides classes on trends in the payment industry, payment
technology strategies and Bottomline's products.

Equipment and Supplies

Bottomline offers consumable products needed for payment disbursements and
check printing, including magnetic ink character recognition toner and blank-
paper check stock. Bottomline also provides printers and printer-related
equipment, primarily through drop-ship arrangements with its hardware vendors,
to enhance its software product offerings. Bottomline has reseller agreements
with the two leading secure magnetic ink character recognition printer
manufacturers in the country, Troy Systems (using Hewlett Packard printers)
and Source Technology (using Lexmark printers).

Technology

The company's technology focus is on its advanced 32-bit payment processing
software. PayBase/32/ has been designed using a client server architecture.
The server platform supports open database connectivity (ODBC) compliant Unix
and Windows NT databases. The server platform is the warehouse for information
relating to the customer's payment solution including security tables,
application form parameters and audit tables. The client workstation houses
the PayBase/32/ executable programs. This design enables PayBase/32/ to be
highly scaleable for both distributed and high volume centralized check
printing, as well as electronic payment origination. The client workstation
interacts with the database to ascertain authority, to retrieve information to
create the form and to update the audit tables with transaction information
and payment result information. Print output can be sent to any addressable
network printer. The ESP and Check Fraud Avoidance modules are bundled with
communication software that allows scripting of the data transmission.
Transmission can be executed from any client workstation.

PayBase/32/ is designed to be network independent and can be implemented in
leading network architectures, including Novell, Windows NT and TCP/IP. The
product design creates predictable low volume network traffic in order to
minimize the implementation concerns for corporate information technology.
Installation of the product is highly automated using InstallShield.
PayBase/32/ has been submitted and approved for the "Designed for BackOffice"
logo from Microsoft, indicating it conforms to Microsoft standards for design
and operation.

PayBase/32/ was developed as a high end Windows NT 32-bit application.
Development methods conform to the latest Microsoft development
specifications, including extensive use of MFC (Microsoft Foundation Classes)

37
<PAGE>

and the DCOM/COM ((Distributed) Component Object Model) standards. Components
are designed as OLE (Object Linking and Embedding) Automation Servers for ease
of future development and enhancement as well as interoperability. Web enabled
components are written as ActiveX controls. The primary development tool is
Visual C++.

The PayBase/32/ suite also includes PayBase/32/ DesignerPlus, a
sophisticated proprietary data mapping and design tool. This tool is used to
create sophisticated payment applications using multiple form designs and
multiple payment methods, including all forms of electronic payments. It
provides a proprietary mapping tool to transform any type of host data file
into the format needed for efficient payment creation. The forms design
function allows easy creation of paper output formats from checks to W-2 forms
and includes design wizards to further automate the process. The data mapping
and design are securely linked to the desired business payment process.

Product Development and Engineering

Bottomline's product development and engineering organization includes 41
persons. There are three primary development groups: software engineering,
quality assurance and technical support. The company spent $1.2 million in
fiscal year 1996, $2.2 million in fiscal year 1997 and $3.2 million in fiscal
year 1998 on product development and engineering costs.

The software engineering team averages over nine years of development
experience per person and over seven years experience per person in payment
systems design. The software engineers have substantial experience in advanced
software development techniques as well as extensive knowledge of the complex
processes involved in business payment systems. Bottomline engineers actively
participate in the Microsoft Developer Network programs and maintain extensive
knowledge of software development trends.

The quality assurance engineers have both extensive knowledge of
Bottomline's products and expertise in software quality assurance techniques.
Members of the quality assurance group make extensive use of automated
software testing tools to facilitate comprehensive and timely testing of
products. The quality assurance group members participate in all beta releases
(i.e., all tests of new products or enhancements) and provide initial training
materials for customer support and service.

The technical support group provides all product documentation as well as
technical support for released products. Members of the technical group
include experienced technical writers, Bottomline business analysts and
network analysts. The technical writers are versed in current document
technology and work closely with the software engineers to ensure
documentation is clear, current and complete. The technical support engineers
are responsible for the analysis of reported software problems and work
closely with customers and customer support staff. The group's broad knowledge
of Bottomline products, operating systems, communications, and printers allows
them to rapidly respond to software configuration needs.

38
<PAGE>

Customers

Bottomline's customer base includes over 2,000 companies in industries such
as financial services, health care, communications, education, media,
manufacturing and government. A partial list of Bottomline's customers
follows:

<TABLE>
<S> <C>
ABM Industries Great Lakes Higher North Carolina
Aetna Inc. Services Corporation Office
American HomePatient, Inc. Harvard University of the State
Arthur Andersen LLP (Accounts Payable) Controller
The Bank of New York Hillsborough County Paradigm Health
Company, Inc. Tax Collector's Office Corporation
Bankers Trust Corporation Kaiser Permanente PMA Reinsurance
Bestfoods Lands' End, Inc. Corporation
The Charles Schwab Corporation Liberty Corporation The Rouse Company
Dow Jones & Company, Inc. Microsoft Corporation Spencer Gifts, Inc.
The Federal Reserve System Nissan Motor Acceptance TeleBank
Corporation The University of
</TABLE> Chicago Operator of
Argonne National
Laboratory

Case Studies

Harvard University (Accounts Payable). Harvard University (Accounts Payable)
began using Bottomline's LaserCheck system in 1992. In 1998, Harvard
University (Accounts Payable) wanted to upgrade to an automated, electronic-
payment system that could manage its account payables, which included vendor
payments and staff reimbursements. Harvard University (Accounts Payable)
upgraded to Bottomline's PayBase/32/ Enterprise Server in order (i) to port
its existing Oracle financials applications, (ii) to provide an electronic
path for both payments and remittance information from Concur Technologies'
expense management software and (iii) to offer paper-based payments for
recipients requesting them. Harvard University (Accounts Payable) uses the ESP
module to send electronic expense reimbursement payments and uses the ERADS
module to transmit remittance information by e-mail. As a result, Harvard
University (Accounts Payable) has reduced its typical transaction cycle by
several days while significantly reducing banking fees.

Federal Reserve System. The Debt Collection Improvement Act of 1996 requires
federal agencies to convert federal payments (other than payments under the
Internal Revenue Code of 1986) made by paper checks to electronic payments by
January 1, 1999. The payments must be made using the financial EDI format. In
early 1997, it was determined that fewer than 1,000 of the 12,000 Financial
Reserve System member financial institutions could process financial EDI
transactions. In response, The Federal Reserve System published a request for
a proposal seeking a solution that would allow banks to process financial EDI
transactions. In March 1998, The Federal Reserve System chose Bottomline to
provide the necessary financial EDI translation software. This software, named
FedEDI, is PC-based and available in both DOS and Microsoft Windows NT
versions. FedEDI supplements FedLine, the Federal Reserve System's electronic
payment connection that processes all incoming and outgoing Automated Clearing
House files. FedEDI enables an increased number of banks and their customers
to receive financial EDI formatted payments.

Nissan Motor Acceptance Corporation. Nissan Motor Acceptance Corporation and
its Infiniti Financial Services division provide $15 billion in consumer lease
and loan financing for its customers, as well as wholesale inventory,
mortgage, equipment and working capital financing for Nissan and Infiniti
retailers. Nissan was seeking a payment platform that would: (i) be seamlessly
integrated into its current accounts payable application; (ii) require minimum
training efforts and be easy to use; (iii) be implemented quickly; (iv)
provide a distributed check printing solution and a pathway to electronic
payments capability; and (v) offer a secure year 2000 compliant solution. In
May 1998, Nissan implemented PayBase/32/ Enterprise Server to meet these
requirements. The multi-site system installation enhanced competitiveness,
allowing higher levels of service and responsiveness at the point of need.
PayBase/32/ improved payment methods to customers for refunds, vendors for
accounts payables and retailers for commissions.

39
<PAGE>

Bestfoods. Bestfoods, with annual sales of approximately $8.4 billion,
markets a broad array of leading consumer food brands, including Arnold,
Entenmann's, Hellmann's, Knorr, Mazola, Skippy and Thomas'. Bestfoods operates
approximately 115 plants world-wide and employs approximately 47,000 people.
Bestfoods' payroll system for its 14,000 North American employees was
outdated, expensive and error-prone. In 1996, Bestfoods originally selected
Bottomline's PayBase/16/ Enterprise Server to manage and control its entire
North American payroll process. In 1998, Bestfoods upgraded to the more
powerful PayBase/32/ Enterprise Server to achieve better control, enhance
back-office efficiencies and gain an even more efficient, reliable, employee
payroll process. Bestfoods' corporate headquarters uses the PeopleSoft HRMS
System to prepare the check data for payment. The LaserCheck system secures
the check data, distributes it to 32 remote printer locations and prints
nearly 20,000 payroll checks per month, complete with signatures, logos,
custom forms and magnetic ink character recognition lines.

Sales and Marketing

Sales

Bottomline employs 40 systems trained sales executives, 34 of whom are
divided among six geographical markets and focus on sales to large and medium
sized enterprises and six of whom focus exclusively on sales to large banks
and financial institutions. Bottomline's systems trained sales executives are
supported by eight systems engineers. In addition, a dedicated telephone-sales
team markets new applications, software upgrades and additional services to
Bottomline's existing customers. Bottomline also sells its products through
reseller relationships with companies such as Moore Corporation and John H.
Harland Company.

Marketing

Bottomline promotes its products and services through conferences, seminars,
direct marketing and trade publications, as well as through relationships with
enterprise resource planning and accounting system vendors, such as Oracle and
SAP, and implementation consultants. Bottomline's marketing partners sponsor
joint mailings and seminars and issue joint press releases with Bottomline, as
well as advertising Bottomline on their web sites. Bottomline also maintains
membership in key industry organizations such as Financial Services Technology
Consortium, Microsoft Value Chain Initiative, American Bankers Association and
various operating committees of the National Automated Clearing House
Association. In addition, the Company participates in industry conferences
such as Treasury Management, National Automated Clearing House Association,
Payments, American Payroll Congress and National User Conferences of Software
Partners. Bottomline also promotes brand awareness through its public
relations program and by advertising in respected buying guides.

Arthur Andersen LLP Working Agreement

Bottomline recently entered into a working agreement with Arthur Andersen
LLP. Under the working agreement, Arthur Andersen LLP will work with
Bottomline to introduce Bottomline's PayBase/32/ solution to enterprises that
would likely benefit from anticipated cost efficiencies and enhanced internal
controls realized from PayBase/32/. Bottomline plans to utilize the enterprise
consulting experience of Arthur Andersen LLP to demonstrate to the users of
its departmental payment products the benefits of migrating to Bottomline's
PayBase/32/ enterprise-wide payment solution. In October 1998, Arthur Andersen
LLP also made an investment in Bottomline's common stock.

Competition

Bottomline competes primarily with companies that offer a broad suite of
electronic data interchange products, such as Sterling Commerce, companies
that provide a broad spectrum of electronic payments solutions, such as
CheckFree, and companies that offer laser check printing software and
services. Bottomline competes to a lesser extent with providers of enterprise
resource planning solutions, such as SAP and PeopleSoft, and providers of
traditional payments products, including check stock and check printing
software and services, such as Standard Register. In addition, Bottomline also
experiences competition from its customers and potential customers who
develop, implement and maintain their own payment solutions.

40
<PAGE>

Bottomline believes it competes on a number of factors, including:

. scope, quality and cost-effectiveness of its payment solutions;

. industry knowledge and expertise;

. interoperability of solutions with existing information technology and
payments infrastructure;

. product performance and technical features;

. patented and proprietary technologies; and

. customer service and support.

Although a number of Bottomline's competitors may be better positioned to
compete in certain segments of the payments industry, Bottomline believes that
its market position is enhanced by:

. its ability to provide a single, scalable, open, dual-payment platform
that gives customers the flexibility to transition to electronic
payments solutions while maintaining the ability to make paper-based
payments using laser-printed checks;

. its relationships with its strategic partners;

. its large customer base; and

. the level of payments-industry expertise of its development, sales and
customer service and support professionals.

Although Bottomline believes that it competes favorably in its industry, the
market for payment management software is intensely competitive and
characterized by rapid technological change and a number of factors could
adversely affect Bottomline's ability to compete in the future.

Proprietary Rights

Bottomline has one allowed United States patent application relating to
certain security aspects of its dual payment process. However, there can be no
assurance that Bottomline's allowed patent, or any other patents that may be
issued in the future, will be of sufficient scope and strength to provide
meaningful protection of Bottomline's technology or any commercial advantage
to Bottomline, or that the patents will not be challenged, invalidated or
circumvented. In addition, Bottomline relies upon a combination of copyright
and trademark laws and non-disclosure and other intellectual property
contractual arrangements to protect its proprietary rights. Bottomline owns
registered trademarks to "Bottomline Technologies," "CheckGard," "LaserCheck"
and "PayBase." Bottomline also enters into agreements with its employees and
clients, that seek to limit and protect the distribution of proprietary
information. There can be no assurance that the steps Bottomline has taken to
protect its property rights, however, will be adequate to deter
misappropriation of proprietary information, and Bottomline may not be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
proprietary rights. Although Bottomline believes that its products and
services do not infringe upon the intellectual property rights of others and
that it has all rights necessary to utilize the intellectual property employed
in its business, Bottomline is subject to the risk of claims alleging
infringement of third-party intellectual property rights. Any such claims
could require Bottomline to spend significant sums in litigation, pay damages,
delay product installments, develop non-infringing intellectual property or
acquire licenses to intellectual property that is the subject of any such
infringement. Therefore, such claims could have a material adverse effect on
Bottomline's business, operating results and financial condition.

Government Regulation

Although Bottomline's operations have not been subject to any material
industry-specific governmental regulation, some of its existing and potential
customers are subject to extensive federal and state governmental regulations.
In addition, governmental regulation in the financial services industry is
evolving, particularly with respect to payment technology, and Bottomline's
customers may become subject to increased regulation in the future.
Accordingly, Bottomline's products and services must be designed to work
within the regulatory constraints under which its customers operate.

41
<PAGE>

Federal regulations require that all federal payments (other than payments
under the Internal Revenue Code of 1986) made after January 1, 1999, must be
made electronically. These regulations require that the conversion from checks
to electronic payments be made in two phases. During the first phase,
recipients who became eligible to receive federal payments on or after July
26, 1996, were required to receive payments electronically unless they
certified in writing that they did not have an account with a financial
institution or an authorized payment agent. The second phase will begin on
January 2, 1999. Beginning on that date, all federal payments, except payments
under the Internal Revenue Code, must be made electronically.

The National Automated Clearing House Association now requires that, upon
the request of the receiver of an electronic payment, its bank must provide to
each receiver all payment-related information contained within the transmitted
remittance information. Banks must provide this information to their receivers
by the opening of business on the second banking day following the settlement
date of the entry.

Current treasury regulations require that a business that paid more than
$50,000 in annual employment or other depository taxes in 1995, 1996 or 1997
begin to make such payments electronically on or before January 1, 1999,
depending on the year in which the business first paid more than $50,000 in
depository taxes. Non-complying taxpayers may be subject to a 10% penalty if
they fail to comply with such requirements by July 1, 1999. In addition, state
and local taxing authorities have been implementing electronic solutions for
collecting tax payments. The electronic payment of certain taxes is required
by law in states such as New York, California, Connecticut and Arkansas.

Employees

As of December 31, 1998, Bottomline had a total of 238 employees. None of
Bottomline's employees is represented by a labor union. Bottomline has not
experienced any work stoppages and considers relations with its employees to
be good.

Facilities

Bottomline currently leases approximately 32,000 square feet of space at its
headquarters in Portsmouth, New Hampshire under a lease that expires in May
2002. The company also maintains field sales offices in San Francisco,
California; Chicago, Illinois; Englewood, Colorado; and New York, New York.

Reports to Stockholders

Upon the effective date of the registration statement, of which this
prospectus is a part, Bottomline will become a reporting company. Thereafter,
Bottomline intends to distribute to its stockholders annual reports containing
audited financial statements.

42
<PAGE>

MANAGEMENT

Executive Officers, Directors and Key Employees

The executive officers, directors and key employees of the company and their
respective ages as of December 31, 1998 are as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Daniel M. McGurl*......... 62 Chairman of the Board, President and Chief
Executive Officer
Joseph L. Mullen*......... 46 Executive Vice President, Operations and
Director
Robert A. Eberle*......... 38 Executive Vice President, Chief Financial
Officer and Treasurer
Leonard J. DiIuro, Jr* ... 51 Executive Vice President, Sales
James L. Loomis........... 48 Senior Executive Advisor and Director
Joseph L. Barry, Jr. (1).. 65 Director
Bruce E. Elmblad (1)(2)... 70 Director
James W. Zilinski (2)..... 54 Director
John C. Insko............. 36 Vice President, Electronic Commerce and Finance
Division
Jonathan L. Smolowe....... 42 Vice President, Sales
Philip P. Grannan......... 55 Vice President, Marketing
Cleo A. O'Donnell III..... 44 Vice President, Development
James V. McMullen, Jr..... 55 Vice President, Customer Support and Services
Mark A. Attarian.......... 40 Vice President, Finance
</TABLE>
- --------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
* Executive Officer.

Daniel M. McGurl co-founded Bottomline in May 1989, and has served as
Chairman of the Board of Directors, President and Chief Executive Officer of
Bottomline since May 1989. From 1987 to 1989, Mr. McGurl served as Senior Vice
President of State Street Bank and Trust Company. Prior to 1987, Mr. McGurl
held a variety of positions at IBM Corporation, including Director of
Marketing Planning and Director of Far East Operations.

Joseph L. Mullen has served as a director of Bottomline and Executive Vice
President of Operations since July 1996, and served as Vice President of Sales
and Marketing from July 1991 to July 1996. From 1977 to 1989, Mr. Mullen held
a variety of positions at IBM Corporation, including Marketing Manager and
Northeast Area Market Planning Manager.

Robert A. Eberle has served as Executive Vice President, Chief Financial
Officer and Treasurer of Bottomline since September 1998. From December 1996
to September 1998, Mr. Eberle served as Executive Vice President of Telxon
Corporation, a mobile computing and wireless data company, with primary
responsibility for its Technical Subsidiaries Group. From August 1994 to
December 1996, Mr. Eberle served as Executive Vice President and Chief
Operating Officer of Itronix Corporation, a designer and manufacturer of
notebook and hand-held computers and then a subsidiary of Texlon Corporation,
with primary responsibility for the financial and operational performance of
the company. From August 1993 to August 1994, Mr. Eberle served as Vice
President of Corporate Development of Telxon Corporation, with primary
responsibility for acquisitions, strategic relationships and its investment
portfolio.

Leonard J. DiIuro, Jr. has served as Executive Vice President of Sales of
Bottomline since July 1998, and served as Vice President of Business
Development from July 1996 to July 1998. From July 1994 to July 1996, Mr.
DiIuro served as Vice President of Strategic Alliances and Area Manager of
Bottomline and from May 1993 to July 1994 as Vice President of Strategic
Alliances. Prior to 1993, Mr. DiIuro held a variety of positions at IBM
Corporation, including Business Unit Executive, Branch Manager and Area
Marketing Planning Manager.

43
<PAGE>

James L. Loomis co-founded Bottomline in May 1989, and has served as a
director of Bottomline since May 1989. Since August 1998, Mr. Loomis has
served as Senior Executive Advisor of Bottomline. From July 1996 to August
1998, Mr. Loomis served as Executive Vice President of Bottomline and from May
1989 to July 1996 Mr. Loomis served as Vice President and Treasurer. Prior to
1989, Mr. Loomis held a variety of positions with the Nashua Corporation, a
manufacturer of imaging supply products, including Director of International
Finance and treasurer of a foreign subsidiary.

Joseph L. Barry, Jr. has served as a director of Bottomline since June 1990.
Since 1990, Mr. Barry has served as President of Hallmark Mechanical Corp., a
machinery service company, and since 1956 as President of Hallamore Corp., a
transportation and rigging company. Since 1975, Mr. Barry has served as
Chairman of Northeast Concrete Products and since 1978 as Co-Chairman of New
England Teamsters Pension Fund.

Bruce E. Elmblad has served as a director of Bottomline since August 1996.
Since April 1994, Mr. Elmblad has served as President of Venture Investment
Advisors, a venture capital advisory firm. From April 1990 to April 1994, Mr.
Elmblad served as President of SED Management Co., Inc., an international
venture capital management company. Mr. Elmblad is also a director of Antex
Biologics Inc., a biopharmaceutical company.

James W. Zilinski has served as a director of Bottomline since August 1994.
Since July 1995, Mr. Zilinski has served as President and Chief Executive
Officer and a director of Berkshire Life Insurance Company, a life insurance
company. From January 1994 to July 1995, Mr. Zilinski served as President of
The BISYS Group, Inc., a provider of outsourcing services to financial
institutions. From August 1993 to January 1994, Mr. Zilinski served as
President of the Investment Services Group of The BISYS Group, Inc. Prior to
1993, Mr. Zilinski served as Executive Vice President and Chief Marketing
Officer of New England Mutual Life Insurance Company.

John C. Insko has served as Vice President of Electronic Commerce and
Finance Division of Bottomline since July 1998. From May 1996 to July 1998,
Mr. Insko served as Vice President of Marketing of Electronic Commerce of
Bottomline. From July 1994 to May 1996, Mr. Insko served as Vice President of
Marketing of CertiSoft Solutions, Inc., a developer of software applications
which Bottomline acquired in 1996. From November 1984 to July 1994, Mr. Insko
held a variety of positions at Colorado National Bank, including Assistant
Vice President and Manager of Cash Management and Operations. From January
1993 to October 1998, Mr. Insko served as a director of NACHA and since 1993
as a President of the Board of Directors of Rocky Mountain Automated Clearing
House Association.

Jonathan L. Smolowe has served as Vice President of Sales of Bottomline
since July 1991. From July 1990 to July 1991, Mr. Smolowe served as Account
Executive for Bottomline. Prior to 1990, Mr. Smolowe held various executive
level positions at IBM, including Location Branch Manager and International
Executive Briefing Center Manager.

Philip P. Grannan has served as Vice President of Marketing of Bottomline
since May 1994. From June 1993 to May 1994, Mr. Grannan served as Manager of
the Electronic Payment Software Division. From September 1992 to June 1993,
Mr. Grannan served as Northeast Area Manager of the Company. Prior to 1992,
Mr. Grannan served as an Account Executive of Bottomline.

Cleo A. O'Donnell III has served as Vice President of Development of
Bottomline since June 1996. From October 1989 to June 1996, Mr. O'Donnell
served as Manager of Information Technology of Arbella Mutual Insurance
Company, an insurance company, with primary responsibility for application
development and network management. Prior to 1989, Mr. O'Donnell served as
Project Manager of Blue Cross and Blue Shield of Massachusetts.

James V. McMullen, Jr. has served as Vice President of Customer Support and
Services of Bottomline since July 1998. From September 1997 to July 1998, Mr.
McMullen worked as an independent consultant to

44
<PAGE>

the company with primary responsibility for customer service and support. From
November 1995 to September 1997, Mr. McMullen served as Vice President of
Americas Customer Support for Lotus Development Corporation, a subsidiary of
IBM Corporation, with primary responsibility for all post-sales technical
support. From October 1989 to October 1995, Mr. McMullen served as the
Director of Customer Support at Lotus Development Corporation with primary
responsibility for technical support. Prior to 1989, Mr. McMullen held a
variety of positions at IBM Corporation, including Systems Engineer Manager
and Manager of Marketing and Support.

Mark A. Attarian has served as Vice President of Finance of Bottomline since
September 1998. From February 1997 to September 1998, Mr. Attarian served as
Vice President, Chief Financial Officer and Treasurer of Bottomline. From
October 1996 to January 1997, Mr. Attarian served as an independent financial
consultant. From July 1994 to September 1996, Mr. Attarian served as Chief
Financial Officer and Vice President of Diatide, Inc., a biopharmaceutical
company. From October 1993 to June 1994, Mr. Attarian served as an independent
financial consultant.

Board of Directors

Pursuant to the First Amendment and Restatement of Stock Rights and Voting
Agreement, as amended, dated as of March 31, 1992 among Bottomline and certain
stockholders of Bottomline, such stockholders were granted the right (which
terminates upon the closing of this offering) to designate representatives on
Bottomline's Board of Directors. Under this agreement, Messrs. McGurl, Loomis
and Barry were elected to the Board of Directors.

Following this offering, the Board of Directors of Bottomline will be
divided into three staggered classes, each of whose members will serve for a
three-year term. The Board will consist of two Class I Directors (Messrs.
Barry and Elmblad), two Class II Directors (Messrs. Mullen and Zilinski) and
two Class III Directors (Messrs. McGurl and Loomis). At each annual meeting of
stockholders, a class of directors will be elected for a three-year term to
succeed the directors of the same class whose terms are then expiring. The
terms of the Class I Directors, Class II Directors and Class III Directors
will expire upon the election and qualification of successor directors at the
Annual Meeting of Stockholders to be held during calendar years 1999, 2000 and
2001, respectively.

Each officer serves at the discretion of the Board of Directors and holds
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. There are no family relationships among any of
the directors or executive officers of Bottomline.

Committees of the Board of Directors

The Board of Directors has a Compensation Committee composed of Messrs.
Barry and Elmblad, which makes recommendations concerning salaries and
incentive compensation for employees of Bottomline and administers and grants
stock options under Bottomline's stock option plans. The Board of Directors
also has an Audit Committee composed of Messrs. Elmblad and Zilinski, which
reviews the results and scope of the audit and other services provided by
Bottomline's independent public auditors.

Director Compensation

All of the directors are reimbursed for expenses incurred to attend Board of
Directors and committee meetings. In addition, non-employee directors of
Bottomline receive stock options under Bottomline's 1998 Director Stock Option
Plan. See "Stock Plans--1998 Director Stock Option Plan."

45
<PAGE>

Executive Compensation

The following table sets forth the total compensation paid or accrued for
the fiscal year ended June 30, 1998 for each person who was serving as an
executive officer of Bottomline on June 30, 1998 (the "Named Executive
Officers"):

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------- ------------
Securities
Underlying All Other
Name and Principal Position Salary Bonus Options (1) Compensation (2)
- --------------------------- ---------- --------- ------------ ----------------
<S> <C> <C> <C> <C>
Daniel M. McGurl
Chairman of the Board,
President and Chief
Executive Officer........ $ 172,333 $ 50,000 30,000 $1,680
Joseph L. Mullen
Executive Vice President,
Operations............... 144,375 62,966 30,000 2,158
Mark A. Attarian
Vice President, Chief
Financial Officer and
Treasurer (3)............ 125,000 20,000 -- 1,706
</TABLE>
- --------
(1) The number of shares covered by options to purchase shares of Bottomline's
common stock granted during the fiscal year ended June 30, 1998.

(2) Consists of amount paid by Bottomline to the Named Executive Officer's
account in Bottomline's 401(k) Plan.
(3) Mr. Attarian served in these positions until September 30, 1998, at which
time he became Vice President of Finance.

Option Grants During Fiscal 1998

The following table sets forth grants of stock options to each of the Named
Executive Officers during the fiscal year ended June 30, 1998.

<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation for
Underlying Granted to Exercise or Option Term (1)
Options Employees in Base Price Expiration -----------------------
Name Granted Fiscal Year Per Share Date 5% 10%
- ---- ---------- ------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. McGurl........ 30,000 5.0% $8.80 4/23/03 $ 42,308 $ 122,522
Joseph L. Mullen........ 30,000 5.0 8.00 4/23/08 150,935 382,498
Mark A. Attarian........ -- -- -- -- -- --
</TABLE>
- --------
(1) Amounts that may be realized upon exercise of the options immediately
before the expiration of their term, assuming the specified compound rates
of appreciation (5% and 10%) on the market value of the common stock on
the date of option grant over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect Bottomline's estimate of future stock price
growth. Actual gains, if any, on stock option exercises and common stock
holdings are dependent on the timing of exercise and the future
performance of the common stock. There can be no assurance that the rates
of appreciation assumed in this table can be achieved or that the amounts
reflected will be received by the individuals.

46
<PAGE>

Fiscal Year-End Option Values

The following table sets forth certain information concerning the number and
value of unexercised options held by each of the Named Executive Officers on
June 30, 1998. None of the Named Executive Officers exercised stock options in
the fiscal year ended June 30, 1998.

<TABLE>
<CAPTION>
Number of Shares Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
June 30, 1998 June 30, 1998 (1)
--------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------------------- ----------- -------------
<S> <C> <C> <C> <C>
Daniel M. McGurl.......... -- 30,000 -- $ 96,000
Joseph L. Mullen.......... -- 30,000 -- 120,000
Mark A. Attarian.......... 17,646 57,354 $70,584 229,416
</TABLE>
- --------
(1) Assumes a per share fair market value equal to $12.00, the mid-point of
the estimated per share price range of the common stock offered hereby.

Stock Plans

1998 Director Stock Option Plan

The Board of Directors adopted Bottomline's 1998 Non-Employee Director Stock
Option Plan in November 1998, subject to stockholder approval. Under the plan,
directors of Bottomline who are not employees of Bottomline or any subsidiary
of Bottomline receive non-statutory options to purchase shares of common
stock. A total of 300,000 shares of common stock may be issued upon the
exercise of options granted under the plan.

Under the terms of the 1998 plan, each non-employee director who first
becomes a non-employee director after the closing of this offering will be
granted an option to purchase 15,000 shares of common stock on the date of his
or her initial election to the Board of Directors, which will vest ratably
over four years on each anniversary of the date of grant. In addition, each
non-employee director will receive an option to purchase 7,500 shares of
common stock on the date of each annual meeting of stockholders commencing
with the 1999 Annual Meeting of Stockholders (other than a director who was
initially elected to the Board of Directors at any such annual meeting or, if
previously, at any time after the prior year's annual meeting). The options
granted annually vest upon the earlier of one year from the date of grant or
the date immediately preceding the next Annual Meeting of Stockholders, so
long as the optionee remains a director of Bottomline. The exercise price per
share of all such options will be the fair market value of a share of common
stock on the date of grant.

1989 Stock Option Plan and 1997 Stock Incentive Plan

Bottomline's 1989 Stock Option Plan was adopted by the Board of Directors
and approved by the stockholders in 1989. As of December 31, 1998, options to
purchase an aggregate of 330,000 shares of common stock at a weighted average
exercise price of $5.54 per share were outstanding under the 1989 plan. No
additional option grants will be made under the 1989 plan.

Bottomline's 1997 Stock Incentive Plan was adopted by the Board of Directors
and the stockholders of Bottomline in August 1997. An amendment to the plan in
November 1998 increased the number of authorized shares, subject to
stockholder approval, under the plan to 2,700,000 shares of common stock. As
of December 31, 1998, an aggregate of 783,000 shares of common stock at a
weighted average exercise price of $8.48 per share were outstanding under the
1997 plan and an aggregate of 1,917,000 shares of common stock were reserved
for issuance for future option grants.

The 1997 plan provides for the grant of incentive stock options intended to
qualify under Section 422 of the Internal Revenue Code of 1986, non-statutory
stock options, restricted stock awards and other stock-based awards.

47
<PAGE>

All officers, employees, directors, consultants and advisors of Bottomline
and its subsidiaries are eligible to receive awards under the 1997 plan. Under
present law, however, incentive stock options may only be granted to
employees. No participant may receive an award for more than 300,000 shares in
any calendar year.

The company may grant options at an exercise price less than, equal to or
greater than the fair market value of the common stock on the date of grant.
Under present law, incentive stock options and options intended to qualify as
performance-based compensation under Section 162(m) of the Code may not be
granted at an exercise price less than the fair market value of the common
stock on the date of grant (or less than 110% of the fair market value in the
case of incentive stock options granted to optionees holding more than 10% of
the voting power of Bottomline). The 1997 plan permits the Board of Directors
to determine how optionees may pay the exercise price of their options,
including by cash, check or in connection with a "cashless exercise" through a
broker, by surrender to Bottomline of shares of common stock, by delivery to
Bottomline of a promissory note, or by any combination of the permitted forms
of payment.

The Board of Directors administers the 1997 plan. The Board of Directors has
the authority to adopt, amend and repeal the administrative rules, guidelines
and practices relating to the plan and to interpret its provisions. It may
delegate authority under the plan to one or more committees of the Board of
Directors and, subject to certain limitations, to one or more executive
officers of Bottomline. The Board of Directors has authorized the Compensation
Committee to administer the 1997 plan, including the granting of options to
executive officers. Subject to any applicable limitations contained in the
1997 plan, the Board of Directors, the Compensation Committee or any other
committee or executive officer to whom the Board of Directors delegates
authority, as the case may be, selects the recipients of awards and
determines:

. the number of shares of common stock covered by options and the dates
upon which such options become exercisable;

. the exercise price of options;

. the duration of options; and

. the number of shares of common stock subject to any restricted stock or
other stock-based awards and the terms and conditions of such awards,
including the conditions for repurchase, issue price and repurchase
price.

In the event of a merger, liquidation or other acquisition event, the Board
of Directors is authorized to provide for outstanding options or other stock-
based awards to be assumed or substituted for by the acquiror and to take
certain other actions, including accelerating the vesting schedule of awards.

No award may be granted under the 1997 plan after August 2007, but the
vesting and effectiveness of awards previously granted may extend beyond that
date. The Board of Directors may at any time amend, suspend or terminate the
1997 plan, except that no award granted after an amendment of the 1997 plan
and designated as subject to Section 162(m) of the Code by the Board of
Directors shall become exercisable, realizable or vested (to the extent such
amendment was required to grant such award) unless and until such amendment is
approved by Bottomline's stockholders.

1998 Employee Stock Purchase Plan

The Board of Directors adopted Bottomline's 1998 Employee Stock Purchase
Plan in November 1998, subject to stockholder approval. The Purchase Plan
authorizes the issuance of up to a total of 750,000 shares of common stock to
participating employees.

All employees of Bottomline, including directors of Bottomline who are
employees, and all employees of any participating subsidiaries, whose
customary employment is more than 20 hours per week for more than five months
in any calendar year, are eligible to participate in the Purchase Plan.
Employees who would immediately after the grant own 5% or more of the total
combined voting power or value of the stock of Bottomline or any subsidiary
are not eligible to participate. As of December 31, 1998, approximately 229 of
Bottomline's employees would have been eligible to participate in the Purchase
Plan.

On the first day of a designated payroll deduction period (the "Offering
Period"), Bottomline will grant to each eligible employee who has elected to
participate in the Purchase Plan an option to purchase shares of

48
<PAGE>

common stock as follows: the employee may authorize an amount (a whole
percentage from 1% to 10% of such employee's base pay) to be deducted by
Bottomline from such employee's base pay during the Offering Period. On the
last day of the Offering Period, the employee is deemed to have exercised the
option, at the option exercise price, to the extent of accumulated payroll
deductions. Under the terms of the Purchase Plan, the option price is an
amount equal to 85% of the average market price (as defined) per share of the
common stock on either the first day or the last day of the Offering Period,
whichever is lower. In no event may an employee purchase in any one Offering
Period a number of shares which exceeds the number of shares determined by
dividing (a) the product of $2,083 and the number of whole months in the
Offering Period by (b) the closing price of a share of common stock on the
commencement date of the Offering Period. The Compensation Committee may, in
its discretion, choose an Offering Period of 12 months or less for each
Offering and may choose a different Offering Period for each Offering.

An employee who is not a participant on the last day of the Offering Period
is not entitled to exercise any option, and the employee's accumulated payroll
deductions will be refunded. An employee's rights under the Purchase Plan
terminate upon voluntary withdrawal from the Purchase Plan at any time, or
when the employee ceases employment for any reason, except that upon
termination of employment because of death, the employee's beneficiary has
certain rights to elect to exercise the option to purchase the shares that the
accumulated payroll deductions in the participant's account would purchase at
the date of death.

Because participation in the Purchase Plan is voluntary, Bottomline cannot
now determine the number of shares of common stock to be purchased by any
particular current executive officer, by all current executive officers as a
group or by non-executive employees as a group.

401(k) Plan

Bottomline has a 401(k) salary reduction plan, which is intended to qualify
under Sections 401(a) and 401(k) of the Code. Generally, all employees are
eligible to participate in the 401(k) Plan after they have completed three
months of service.

Eligible employees electing to participate in the 401(k) Plan may defer a
portion of their compensation, on a pre-tax basis, by making a contribution to
the 401(k) Plan. The maximum contribution is fixed in Section 401(k) of the
Code. The contribution limit for calendar year 1998 was $10,000. The company
may contribute a discretionary matching contribution, annually equal to 25% of
each such participant's deferred compensation up to 5% of their annual
compensation (in 1996, up to 20% of the first 3% for eligible employees'
contributions). The company contributed to the 401(k) Plan an aggregate of
$14,000 in fiscal 1996, $26,000 in fiscal 1997 and $98,000 in fiscal 1998.
Eligible employees who elect to participate in the 401(k) Plan are generally
vested in Bottomline's matching contribution according to the following
schedule:

<TABLE>
<CAPTION>
Years of Service % Vested
---------------- --------
<S> <C>
Three............................... 20
Four................................ 40
Five................................ 60
Six................................. 80
Seven............................... 100
</TABLE>

Employment Agreements

The company entered into an employment agreement with each of Messrs.
McGurl, Mullen and Eberle. The provisions of each agreement are substantially
the same. The term of each executive agreement is the greater of 36 months or
24 months after a Change in Control of the company.

A Change in Control of the company would occur if:

- - any person becomes the beneficial owner of 50% or more of the voting
power of the company's outstanding securities;

49
<PAGE>

- - the stockholders of the company approve a merger or consolidation of
the company with any other corporation, unless (i) the company's
stockholders continued to own more than 80% of the combined voting
power of the voting securities of the surviving entity or (ii) a
merger or consolidation effected a recapitalization of the company in
which no person acquired more than 50% of the voting power of the
company's then outstanding securities; or

- - the stockholders of the company approve a plan of complete liquidation
of the company or an agreement for the sale of all or substantially
all of the company's assets.

If the employee's employment is terminated either by the employee as a
result of an Involuntary Termination or by the company without Cause, then all
outstanding options held by the employee would become immediately exercisable
in full (this provision does not become effective until November 2000 with
respect to Messrs. McGurl and Mullen) and the employee would be entitled to
receive a lump sum payment and continuation of benefits for a period of 12
months, in the case of Messrs. Eberle and Mullen, and for a period of 24
months in the case of Mr. McGurl. In the case of Messrs. Mullen and Eberle,
the lump sum payment would equal one year's salary plus the maximum amount of
bonus they were eligible to earn in the then current year. In the case of Mr.
McGurl, the lump sum payment would equal two times the sum of his then annual
salary plus the maximum amount of bonus he was eligible to earn in the then
current year.

An Involuntary Termination would occur if:

- - the employee's duties were changed significantly;

- - the employee's base compensation were reduced;

- - the employee were required to work at a location outside a radius of
50 miles from the then current location; or

- - the company materially breached the agreement (subject to the
company's ability to cure the breach in certain instances).

Cause means, prior to a Change in Control of the company, the discharge of
the employee resulting from:

- - a felony conviction;

- - failure to follow reasonable written policies or directives
established by the chief executive officer or the Board of Directors,
as the case may be, which failure continues for 21 days following
written notice thereof to the employee;

- - the willful and persistent failure to attend to material duties or
obligations reasonably imposed by the executive agreement, which
failure continues for 21 days following written notice thereof to the
employee;

- - the breach by the employee of any of his material obligations under
any agreement between him and the company which imposes
confidentiality, proprietary information, assignment of invention(s),
non-competition or similar obligations on him; or

- - the act or omission of the employee, which if he were prosecuted and
convicted for such act or omission would constitute a crime or offense
involving money or property of the company (in either case in an
amount or at a value in excess of $5,000), or which would constitute a
felony in the jurisdiction involved.

The second, third and fourth items specified above would not be applicable
after a Change in Control of the company.

If the employee's employment is terminated upon or after a Potential Change
in Control of the company by the employee as a result of an Involuntary
Termination or by the company without Cause, all then outstanding options held
by the employee would become immediately exercisable (this provision does not
become effective until November 2000 with respect to Messrs. McGurl and
Mullen) in full and the employee would be entitled to

50
<PAGE>

receive a lump sum payment and continuation of benefits for a period of 24
months. In the case of each of Messrs. Mullen and Eberle, the lump sum payment
would equal two times the sum of his then annual salary plus the maximum
amount of bonus he was eligible to earn in the then current year. In the case
of Mr. McGurl, the lump sum payment would equal three times the sum of his
then annual salary plus the maximum amount of bonus he was eligible to earn in
the then current year.

A Potential Change in Control of the company will be deemed to have occurred
if:

- - the company enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control of the company;

- - any person (including the company) publicly announces an intention to
take or to consider taking actions which if consummated would
constitute a Change in Control of the company; or

- - the adoption of a resolution by the Board of Directors of the company
approving a Change in Control of the company.

Each of the agreements provides that, in the event of a Change in Control,
the company would pay any excise tax which the employee would be liable for
under Section 4999 of the Code as a result of having received the severance
benefits. Mr. McGurl's agreement provides that, during the first year of the
agreement, he will be paid an annual base salary of $185,000 and will have the
opportunity to earn a bonus of up to $55,000. Under their agreements, each of
Messrs. Mullen and Eberle will be paid an annual base salary of $175,000 and
will each have the opportunity to earn a bonus of up to $50,000.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee of the Board of Directors
are Messrs. Barry and Elmblad. No executive officer of Bottomline has served
as a director or member of the compensation committee (or other committee
serving an equivalent function) of any other entity whose executive officers
served as a director or member of the Compensation Committee. From August 1997
to November 1998, Mr. McGurl served as a member of the Compensation Committee
of the Board of Directors. Mr. McGurl is President and Chief Executive Officer
of Bottomline.

51
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of the common stock of Bottomline as of December 31, 1998, and as
adjusted to reflect the sale of the shares of common stock in the offering,
for: (i) each person or entity known to Bottomline to own beneficially more
than 5% of Bottomline's common stock, (ii) each of the directors of
Bottomline, (iii) each of the executive officers of Bottomline, including the
Named Executive Officers, (iv) all directors and executive officers as a group
and (v) each of the other selling stockholders. Except as indicated below,
none of these persons or entities has a relationship with Bottomline or, to
the knowledge of Bottomline, any of the Underwriters or their respective
affiliates. Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares such power with
his or her spouse) with respect to all shares of capital stock listed as owned
by such person or entity. The address of each of the employees, officers and
directors of Bottomline is c/o Bottomline Technologies (de), Inc., 155 Fleet
Street, Portsmouth, NH 03801.

<TABLE>
<CAPTION>
Shares Shares
Beneficially Owned Number Beneficially Owned
Prior to Offering (1) of After Offering (1)(2)
------------------------- Shares -------------------------
Name of Beneficial Owner Number Percent Offered Number Percent
- ------------------------ ------------- ----------- ------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Daniel M. McGurl........ 1,875,000 25.4% 281,250 1,593,750 16.1%
James L. Loomis......... 1,875,000 25.4 281,250 1,593,750 16.1
John H. Harland Company
(3).................... 581,394 7.9 -- 581,394 5.9
Charles P. O'Leary (4).. 510,000 6.9 76,500 433,500 4.4
Joseph L. Barry, Jr.
(5).................... 174,375 2.4 -- 174,375 1.8
Bruce E. Elmblad (6).... 45,000 * -- 45,000 *
Joseph L. Mullen........ 270,606 3.7 40,000 230,606 2.3
James W. Zilinski (7)... 45,000 * -- 45,000 *
Robert A. Eberle........ 15,000 * -- 15,000 *
Leonard L. DiIuro, Jr.
....................... 60,000 * 9,000 51,000 *
Mark A. Attarian (8).... 35,292 * -- 35,292 *
All executive officers
and directors as a
group
(8 persons) (9)........ 4,359,981 58.4 611,500 3,748,481 37.5
Dennis E. Barry (10).... 159,375 2.2 23,906 135,469 1.4
Lionel P. Boissiere, Jr.
(11) .................. 43,521 * 6,528 36,993 *
Fredrick A. Budreski
(12)................... 15,000 * 994 14,006 *
Case Children's 1991 Ir-
revocable Trust (13)... 54,630 * 8,195 46,435 *
Carin H. Case (14)...... 13,656 * 1,500 12,156 *
Jeffrey H. Case (14).... 13,656 * 1,500 12,156 *
Philip P. Grannan Revo-
cable Trust (15)....... 45,000 * 4,500 40,500 *
Hambrecht & Quist
Venture Investors, L.P.
(14)................... 236,751 3.2 35,513 201,238 2.0
Helmar B. Herman (16)... 279,000 3.8 36,976 242,024 2.4
The Hoffmaster Family
Investment, L.P. (17).. 27,315 * 4,015 23,300 *
James T. Jewell (18) ... 37,500 * 4,500 33,000 *
Alan Kessman (19)....... 13,656 * 2,048 11,608 *
William E. Mayer (20)... 36,423 * 4,827 31,596 *
Margaret M. O'Toole (21)
....................... 45,000 * 5,000 40,000 *
Jeannette Roberts (22)
....................... 159,000 2.2 23,850 135,150 1.4
Stanley S. Shuman (23).. 36,423 * 5,463 30,960 *
William R. Timken (14).. 36,423 * 5,463 30,960 *
Vinod Gupta Revocable
Trust (24)............. 81,951 1.1 12,293 69,658 *
The Wellington Trust UTA
(25)................... 36,423 * 5,463 30,960 *
</TABLE>
- --------
* Less than 1%

52
<PAGE>

(1) The number of shares beneficially owned by each stockholder is determined
under rules promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual or entity has sole or shared voting power or
investment power and any shares as to which the individual or entity has
the right to acquire beneficial ownership within 60 days after December
31, 1998 through the exercise of any stock option or other right. The
inclusion herein of such shares, however, does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of
such shares.

(2) In the event that the over-allotment option is exercised in full, the
aggregate number of outstanding shares of common stock is 10,422,738.
(3) The stockholder's address is 2939 Miller Road, Decatur, GA 30035.
(4) The stockholder's address is 13 Greystone Lane, Hopkinton, Massachusetts
01748.

(5) Includes an aggregate of 15,000 shares of common stock subject to options
which are exercisable within 60 days after December 31, 1998.

(6) Includes an aggregate of 15,000 shares of common stock subject to options
which are exercisable within 60 days after December 31, 1998.

(7) Consists of an aggregate of 45,000 shares of common stock subject to
options which are exercisable within 60 days after December 31, 1998.

(8) Consists of an aggregate of 35,292 shares of common stock subject to
options which are exercisable within 60 days after December 31, 1998.

(9) Includes an aggregate of 75,000 shares of common stock subject to options
which are exercisable within 60 days after December 31, 1998.

(10) The stockholder's address is 138 Bedford Street, Lakeville, Massachusetts
02347.

(11) The stockholder's address is c/o Doyle & Boissiere LLC, 330 Primrose
Road, 5th Floor, Burlingame, CA 94010.

(12) Includes an aggregate of 7,500 shares of common stock subject to options
which are exercisable within 60 days after December 31, 1998. The
stockholder is an Account Executive at Bottomline.

(13) The stockholder's address is Lionel P. Boissiere, Jr., Trustee, c/o Doyle
& Boissiere LLC, 330 Primrose Road, 5th Floor, Burlingame, California
94010.

(14) The stockholder's address is c/o Hambrecht & Quist, One Bush Street, 18th
Floor, San Francisco, California 94104.

(15) Philip P. Grannan, trustee of the revocable trust, is Vice President of
Marketing at Bottomline. Includes an aggregate of 15,000 shares of common
stock subject to options which are exercisable within 60 days after
December 31, 1998.

(16) The stockholder is Vice President of Technology at Bottomline.

(17) The stockholder's address is c/o Jon D. Hoffmaster, American Business
Information, 8905 Farnam Court, Omaha, Nebraska 68114.

(18) The stockholder is Vice President of Strategic Alliances at Bottomline.

(19) The stockholder's address is 11 Hedgerow Lane, Greenwich, Connecticut
06831.

(20) The stockholder's address is 172 Long Neck Point, Darien, Connecticut
06820.

(21) The stockholder is Director of Product Architecture at Bottomline.

(22) The stockholder is an On-Site Consultant at Bottomline.

(23) The stockholder's address is 711 Fifth Avenue, New York, New York 10022.

(24) The stockholder's address is P.O. Box 27395, Omaha, Nebraska 68127.

(25) The stockholder's address is c/o Robert or Martha Cohn, TTEE, 215 Lowell
Avenue, Palo Alto, California 94310.

53
<PAGE>

DESCRIPTION OF CAPITAL STOCK

After this offering, the authorized capital stock of Bottomline will consist
of 50,000,000 shares of common stock, $.001 par value per share, and 4,000,000
shares of preferred stock, $.001 par value per share. As of December 31, 1998,
there were outstanding (i) 7,393,272 shares of common stock held by 45
stockholders of record after giving effect to the termination of redemption
rights of the redeemable common stock upon the effectiveness of this offering
and (ii) options to purchase an aggregate of 1,113,000 shares of common stock.

The following summary of certain provisions of Bottomline's common stock,
preferred stock, Restated Certificate of Incorporation and Amended and
Restated By-laws (the "By-laws") is not intended to be complete and is
qualified by reference to the provisions of applicable law and to Bottomline's
Restated Certificate of Incorporation and By-laws included as exhibits to the
Registration Statement of which this prospectus is a part. See "Additional
Filings and Company Information."

Common Stock

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive
proportionately any such dividends declared by the Board of Directors, subject
to any preferential dividend rights of outstanding preferred stock. Upon the
liquidation, dissolution or winding up of Bottomline, the holders of common
stock are entitled to receive ratably the net assets of Bottomline available
after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock. Holders of common stock have no
preemptive, subscription, redemption or conversion rights. The outstanding
shares of common stock are, and the shares offered by Bottomline in this
offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock are subject to
the rights of the holders of shares of any series of preferred stock which
Bottomline may designate and issue in the future. Certain holders of common
stock have the right to require Bottomline to register their shares of common
stock under the Securities Act in certain circumstances. See "Shares Eligible
for Future Sale."

Preferred Stock

Under the terms of the Restated Certificate of Incorporation, the Board of
Directors is authorized to issue such shares of Preferred Stock in one or more
series without stockholder approval. The Board has discretion to determine the
rights, preferences, privileges and restrictions, including voting rights,
dividend rights, conversion rights, redemption privileges and liquidation
preferences of each series of preferred stock.

The purpose of authorizing the Board of Directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of preferred
stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could make it more difficult for a
third party to acquire, or could discourage a third party from acquiring, a
majority of the outstanding voting stock of Bottomline. Bottomline has no
present plans to issue any shares of preferred stock.

Delaware Law and Certain Charter and By-law Provisions

Bottomline is subject to the provisions of Section 203 of the Delaware
General Corporation Law statute. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in
a financial benefit to the interested stockholder. Subject to certain
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock.

54
<PAGE>

The By-laws provide for the division of the Board of Directors into three
classes as nearly equal in size as possible with staggered three-year terms.
See "Management." Under the By-laws, any vacancy on the Board of Directors,
including a vacancy resulting from an enlargement of the Board of Directors,
may only be filled by vote of a majority of the directors then in office. The
classification of the Board of Directors and the limitation on and filling of
vacancies could make it more difficult for a third party to acquire, or
discourage a third party from acquiring, control of Bottomline.

The By-laws also provide that after this offering, any action required or
permitted to be taken by the stockholders of Bottomline at an annual meeting
or special meeting of stockholders may only be taken if it is properly brought
before such meeting and may not be taken by written action in lieu of a
meeting. The By-laws further provide that special meetings of the stockholders
may only be called by the Chairman of the Board, the President or the Board of
Directors.

In order for any matter to be considered "properly brought" before a
meeting, a stockholder must comply with advance notice and information
disclosure requirements. The stockholder must deliver written notice of the
matter to the Secretary of Bottomline, to be received not less than 60 days
nor more than 90 days prior to the meeting. However, if less than 70 days'
notice or prior public disclosure of the date of the meeting is given to
stockholders, the notice would have to be received by the Secretary not later
than the close of business on the 10th day following the date on which the
notice of the meeting was mailed or such public disclosure was made, whichever
occurs first. If the matter relates to the election of directors of
Bottomline, the notice must set forth specific information regarding each
nominee and the nominating shareholder. For any other matter, the notice must
set forth a brief description of the business desired to be brought and the
reasons for conducting business at the annual meeting and certain information
regarding the proponent stockholder. These provisions could have the effect of
delaying until the next stockholders meeting stockholder actions which are
favored by the holders of a majority of the outstanding voting securities of
Bottomline. These provisions could also discourage a third party from making a
tender offer for the common stock, because even if it acquired a majority of
the outstanding voting securities of Bottomline, the third party would be able
to take action as a stockholder (such as electing new directors or approving a
merger) only at a duly called stockholders' meeting, and not by written
consent.

The Delaware General Corporation Law statute provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or by-laws,
unless a corporation's certificate of incorporation or by-laws, as the case
may be, requires a greater percentage. The By-laws require the affirmative
vote of holders of at least 75% of the votes which all the stockholders would
be entitled to cast in any annual election of directors or class of directors
to amend or repeal any of the provisions described in the prior two
paragraphs.

The Restated Certificate of Incorporation contains certain provisions
permitted under the Delaware General Corporation Law statute relating to the
liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions which involve intentional misconduct or a
knowing violation of law. Further, the Restated Certificate of Incorporation
contains provisions to indemnify Bottomline's directors and officers to the
fullest extent permitted by the Delaware General Corporation Law statute.
Bottomline believes that these provisions will assist Bottomline in attracting
and retaining qualified individuals to serve as directors.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is State Street Bank
and Trust Company.

55
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has been no public market for the securities of
Bottomline. After completion of this offering there will be 9,912,738 shares
of common stock of Bottomline outstanding (assuming no exercise of the
underwriters' over-allotment option or outstanding options of Bottomline). Of
these shares, the 3,400,000 shares sold in this offering will be freely
tradable without restriction or further registration under the Securities Act
of 1933, except that any shares purchased by "affiliates" of Bottomline, as
that term is defined in Rule 144 under the Securities Act, may generally only
be sold in compliance with the limitations of Rule 144 described below.

Sales of Restricted Shares

All of the shares offered under this prospectus will be freely tradable in
the open market. The remaining 6,512,738 shares of common stock that will be
outstanding after this offering are considered "restricted securities" under
Rules 144 or 701 of the Securities Act. Generally, restricted securities that
have been owned for a period of at least two years may be sold immediately
after the completion of this offering and restricted securities that have been
owned for at least one year may be sold 90 days after the completion of this
offering. Certain of the restricted securities are subject to lock-up
agreements with the underwriters. Persons subject to lock-up agreements have
agreed not to sell shares of common stock without the prior permission of the
underwriters for a period of 180 days after the completion of this offering.
The table below sets forth information regarding potential sales of restricted
securities.

. 101,667 shares may be sold immediately after completion of this
offering; and

. 6,303,926 additional shares may be sold upon the expiration of the
lock-up agreements.

Options

Shares of common stock may also be issued and sold upon the exercise of
options. After this offering, Bottomline intends to register an aggregate of
3,330,000 shares of common stock, which may be issued under its 1989 Stock
Option Plan, 1997 Stock Incentive Plan and 1998 Director Stock Option Plan.
Shares issued upon the exercise of stock options after the effective date of
the Form S-8 registration statements will be eligible for resale in the public
market without restriction, subject to Rule 144 limitations applicable to
affiliates and the lock-up agreements noted above, if applicable. As a result
of the exercise of vested options 90 days after the completion of this
offering, 2,499 additional shares may be sold. Upon the expiration of the
lock-up agreements, 439,029 additional shares may be sold as a result of the
exercise of vested options.

In addition, Bottomline intends to register an aggregate of 750,000 shares
of common stock reserved for issuance under its 1998 Employee Stock Purchase
Plan. However, no shares will be issuable under the 1998 Employee Stock
Purchase Plan until September 30, 1999.

Registration Rights

Under agreements with the company, certain current stockholders will be
entitled following this offering to certain rights to register under the
Securities Act a total of approximately 5,359,253 shares of common stock. The
agreements generally provide that if the company proposes to register any of
its securities under the Securities Act, the stockholders will be entitled to
include shares in the registration. The managing underwriter of any
underwritten public offering would, however, have the right, for marketing
reasons, to cut-back the number of shares that the stockholders could include
in such registration.

Certain of the stockholders with registration rights may require the company
to prepare and file a registration statement under the Securities Act for
their shares at any time after this offering, provided that the minimum
aggregate offering price is at least $2.0 million. The company is not required
to effect more than three registration statements and is not required to file
a registration statement within 180 days after the effective date of any other
registration statement filed by the company.

56
<PAGE>

Effect of Sales of Shares

Prior to this offering, there has been no public market for the common
stock, and no prediction can be made as to the effect, if any, that market
sales of shares of common stock or the availability of shares for sale will
have on the market price of the common stock prevailing from time to time.
Nevertheless, sales of significant numbers of shares of the common stock in
the public market could adversely affect the market price of the common stock
and could impair Bottomline's future ability to raise capital through an
offering of its equity securities.

57
<PAGE>

UNDERWRITING

The underwriters named below acting through their representatives,
BancBoston Robertson Stephens Inc., BT Alex. Brown Incorporated and CIBC
Oppenheimer Corp., have severally agreed with Bottomline and certain
stockholders of the company, subject to the terms and conditions of the
underwriting agreement, to purchase from Bottomline and the selling
stockholders the number of shares of common stock set forth opposite their
names below. The underwriters are committed to purchase and pay for all such
shares if any are purchased.

<TABLE>
<CAPTION>
Number
Underwriter of Shares
----------- ---------
<S> <C>
BancBoston Robertson Stephens Inc. ................................
BT Alex. Brown Incorporated........................................
CIBC Oppenheimer Corp. ............................................
---------
Total......................................................... 3,400,000
=========
</TABLE>

Bottomline and the selling stockholders have been advised by the
representatives that the underwriters propose to offer the shares of common
stock to the public at the public offering price set forth on the cover page
of this prospectus and to certain dealers at such price less a concession of
not in excess of $ per share, of which $ may be reallowed to other
dealers. After this offering, the public offering price, concession, and
reallowance to dealers may be reduced by the representatives. No such
reduction shall change the amount of proceeds to be received by the company
and the selling stockholders as set forth on the cover page of this
prospectus.

Bottomline has granted to the underwriters an option, exercisable during the
30-day period after the date of this prospectus, to purchase up to 510,000
additional shares of common stock at the same price per share as the company
and the selling stockholders will receive for the 3,400,000 shares that the
underwriters have agreed to purchase. To the extent that the underwriters
exercise such option, each of the underwriters will have a firm commitment to
purchase approximately the same percentage of such additional shares that the
number of shares of common stock to be purchased by it shown in the above
table represents as a percentage of the 3,400,000 shares offered hereby. If
purchased, such additional shares will be sold by the underwriters on the same
terms as those on which the 3,400,000 shares are being sold. Bottomline will
be obligated, pursuant to the option, to sell shares to the extent the option
is exercised. The underwriters may exercise such option only to cover over-
allotments made in connection with the sale of the shares of common stock
offered hereby.

The underwriting agreement contains covenants of indemnity among the
underwriters, the company and the selling stockholders against certain civil
liabilities, including liabilities under the Securities Act and liabilities
arising from breaches of representations and warranties contained in the
underwriting agreement.

Each officer and director of the company and certain other holders of shares
of common stock have agreed, for the lock-up period, subject to certain
exceptions, not to offer to sell, contract to sell, or otherwise sell, dispose
of, loan, pledge or grant any rights with respect to any shares of common
stock or any options to purchase any shares of common stock, or any securities
convertible into or exchangeable for shares of common stock owned as of the
date of this prospectus or thereafter acquired directly by such holders or
with respect to which they have the power of disposition, without the prior
written consent of BancBoston Robertson Stephens Inc. However, BancBoston
Robertson Stephens Inc. may, in its sole discretion and at any time without
notice, release all or any portion of securities subject to lock-up agreement.
There are no existing agreements between the representatives and any of
Bottomline's stockholders providing consent to the sale of shares prior to the
expiration of the lock-up period. In addition, Bottomline has agreed that
during the lock-up period the company will not, without the prior written
consent of BancBoston Robertson Stephens Inc., subject to certain exceptions,
(i) consent to the disposition of any shares held by stockholders subject to
lock-up agreements

58
<PAGE>

prior to the expiration of the lock-up period or (ii) issue, sell, contract to
sell, or otherwise dispose of, any shares of common stock, any options to
purchase any shares of common stock or any securities convertible into,
exercisable for or exchangeable for shares of common stock other than the
company's sale of shares in this offering, the issuance of common stock upon
the exercise of outstanding options, and the company's issuance of options and
shares under existing stock option and incentive plans. See "Shares Eligible
for Future Sale."

The underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

Prior to this offering, there has been no public market for the common
stock. Consequently, the public offering price for the common stock offered by
this prospectus will be determined through negotiations among the company, the
selling stockholders and the representatives. Among the factors to be
considered in such negotiations are prevailing market conditions, certain
financial information of the company, market valuations of other companies
that the company and the representatives believe to be comparable to the
company, estimates of the business potential of the company, the present state
of the company's development and other factors deemed relevant.

The representatives have advised the company that, pursuant to Regulation M
under the Securities Act, certain persons participating in this offering may
engage in transactions, including stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, that may have the effect of
stabilizing or maintaining the market price of the common stock at a level
above that which might otherwise prevail in the open market. A "stabilizing
bid" is a bid for or the purchase of common stock on behalf of the
underwriters for the purpose of fixing or maintaining the price of the common
stock. A "syndicate covering transaction" is the bid for or the purchase of
common stock on behalf of the underwriters to reduce a short position incurred
by the underwriters in connection with this offering. A "penalty bid" is an
arrangement permitting the representatives to reclaim the selling concession
otherwise accruing to an underwriter or syndicate member in connection with
this offering if the common stock originally sold by such underwriter or
syndicate member is purchased by the representatives in a syndicate covering
transaction and has therefore not been effectively placed by such underwriter
or syndicate member. The representatives have advised the company that such
transactions may be effected on the Nasdaq National Market or otherwise and,
if commenced, may be discontinued at any time.

LEGAL MATTERS

The validity of the shares of common stock offered by Bottomline hereby will
be passed upon for Bottomline by Hale and Dorr LLP, Boston, Massachusetts, and
for the underwriters by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

EXPERTS

The financial statements of Bottomline Technologies (de), Inc. at June 30,
1997 and 1998, and for each of the three years in the period ended June 30,
1998, appearing in this prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

59
<PAGE>

ADDITIONAL FILINGS AND COMPANY INFORMATION

We have filed a Registration Statement on Form S-1 with the Commission. This
prospectus, which is a part of the Registration Statement, does not contain
all of the information included in the Registration Statement. Certain
information is omitted and you should refer to the Registration Statement and
its exhibits. With respect to references made in this prospectus to any
contract, agreement or other document of Bottomline, such references are not
necessarily complete and you should refer to the exhibits attached to the
Registration Statement for copies of the actual contract, agreement or other
document. You may review a copy of the Registration Statement, including
exhibits, at the Commission's public reference room at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 or Seven World Trade Center, 13th
Floor, New York, New York 10048 or Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Please call the Commission at 1-800-SEC-
0330 for further information on the operation of the public reference rooms.

We will also file annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy any reports,
statements or other information on file at the public reference rooms. You can
also request copies of these documents, for a copying fee, by writing to the
Commission.

Our Commission filings and the Registration Statement can also be reviewed
by accessing the Commission's Internet site at http://www.sec.gov, which
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

60
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors........................................... F-2
Balance Sheets as of June 30, 1997 and 1998 and December 31, 1998
(Unaudited)............................................................ F-3
Statements of Operations for the years ended June 30, 1996, 1997 and 1998
and for the six months ended December 31, 1997 and 1998 (Unaudited).... F-4
Statements of Stockholders' Equity for the years ended June 30, 1996,
1997 and 1998 and for the six months ended December 31, 1998
(Unaudited)............................................................ F-5
Statements of Cash Flows for the years ended June 30, 1996, 1997 and 1998
and for the six months ended December 31, 1997 and 1998 (Unaudited).... F-6
Notes to Financial Statements ........................................... F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders
Bottomline Technologies (de), Inc.

We have audited the accompanying balance sheets of Bottomline Technologies
(de), Inc. as of June 30, 1997 and 1998, and the related statements of
operations, stockholders' equity, and cash flows for each of the three years
in the period ended June 30, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bottomline Technologies
(de), Inc. at June 30, 1997 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended June 30, 1998,
in conformity with generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
August 6, 1998, except for
the third sentence of paragraph
ten of Note 8 and

Note 11 as to which the dates

are November 12, 1998
and Note 12 as to which
the date is January 6, 1999

F-2
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
June 30,
------------------------- December 31,
1997 1998 1998
------------ ------------ -----------------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C>
ASSETS (Note 6)
Current assets:
Cash and cash equivalents......... $ 827 $ 1,362 $ 3,925
Accounts receivable, net of
allowances for doubtful
accounts and returns of $644 at
June 30, 1997, $970 at June 30,
1998 and $927 at December 31,
1998............................ 5,596 6,997 9,274
Inventory, net.................... 656 174 210
Refundable income taxes........... 905 -- --
Deferred income taxes (Note 10)... 571 724 623
Prepaid expenses and other
current assets.................. 187 89 198
------------ ------------ ------------
Total current assets................ 8,742 9,346 14,230
Property and equipment, net (Note
4)................................ 1,446 1,865 2,081
Capitalized and acquired software
costs, net of accumulated
amortization of $836 in 1997
(Notes 2 and 3)................... 253 -- --
Other assets........................ 40 90 686
------------ ------------ ------------
Total assets........................ $ 10,481 $ 11,301 $ 16,997
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Amounts due under revolving
credit arrangement (Note 6)..... $ 1,045 -- --
Accounts payable.................. 2,177 $ 1,177 $ 1,835
Accrued expenses (Note 5)......... 1,696 2,030 2,922
Deferred revenue and deposits..... 1,063 2,121 3,044
Income taxes payable.............. -- 59 808
Current portion of long-term debt
(Note 6)........................ 285 75 25
------------ ------------ ------------
Total current liabilities........... 6,266 5,462 8,634
Deferred income taxes payable (Note
10)............................... 235 118 132
Long-term debt, less current portion
(Note 6).......................... 54 -- --
Commitments and contingent
liabilities (Note 7)..............
Redeemable common stock, at
redemption value (Note 8)
(Authorized, issued and outstanding
shares -- 801 in all periods)..... 1,246 1,353 1,409
Stockholders' equity (Note 8):
Common stock, $.001 par value:
Authorized shares -- 15,000
Issued and outstanding shares--
6,306 at June 30, 1997, 6,360
at June 30, 1998 and 6,592 at
December 31, 1998............ 6 6 7
Additional paid-in-capital........ 1,675 1,867 2,838
Retained earnings................. 999 2,495 3,977
------------ ------------ ------------
Total stockholders' equity.......... 2,680 4,368 6,822
------------ ------------ ------------
Total liabilities and stockholders'
equity............................ $ 10,481 $ 11,301 $ 16,997
============ ============ ============
</TABLE>

See accompanying notes.

F-3
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Six
Months Ended
Years Ended June 30, December 31,
------------------------- ----------------
1996 1997 1998 1997 1998
------- ------- ------- ------- -------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenues:
Software licenses.............. $ 4,689 $ 6,392 $ 9,887 $ 4,435 $ 7,468
Service and maintenance........ 4,580 6,729 9,701 4,471 5,327
Equipment and supplies......... 8,798 9,005 9,449 4,642 5,341
------- ------- ------- ------- -------
Total revenues................... 18,067 22,126 29,037 13,548 18,136
Cost of revenues:
Software licenses.............. 27 160 215 118 154
Service and maintenance........ 2,655 4,206 4,261 2,029 2,456
Equipment and supplies......... 5,361 6,410 6,526 3,176 3,815
------- ------- ------- ------- -------
Total cost of revenues........... 8,043 10,776 11,002 5,323 6,425
------- ------- ------- ------- -------
Gross profit..................... 10,024 11,350 18,035 8,225 11,711
Operating expenses:
Sales and marketing............ 4,190 6,631 7,675 3,590 4,880
Product development and
engineering................... 1,237 2,185 3,158 1,492 1,905
General and administrative..... 3,044 4,266 4,372 2,006 2,401
------- ------- ------- ------- -------
Total operating expenses......... 8,471 13,082 15,205 7,088 9,186
------- ------- ------- ------- -------
Income (loss) from operations.... 1,553 (1,732) 2,830 1,137 2,525
Interest income.................. 48 53 35 13 42
Interest expense................. (54) (109) (85) (63) (3)
------- ------- ------- ------- -------
(6) (56) (50) (50) 39
------- ------- ------- ------- -------
Income (loss) before provision
(benefit) for income taxes...... 1,547 (1,788) 2,780 1,087 2,564
Provision (benefit) for income
taxes (Note 10)................. 664 (536) 1,177 460 1,026
------- ------- ------- ------- -------
Net income (loss)................ $ 883 $(1,252) $ 1,603 $ 627 $ 1,538
======= ======= ======= ======= =======
Earnings (loss) per share
available to common stockholders
(Note 9):
Basic.......................... $ 0.14 $ (0.23) $ 0.24 $ .09 $ .23
======= ======= ======= ======= =======
Diluted........................ $ 0.11 $ (0.23) $ 0.20 $ .08 $ .20
======= ======= ======= ======= =======
Shares used in computing earnings
(loss) per share available to
common stockholders (Note 9):
Basic.......................... 5,693 5,986 6,314 6,307 6,472
======= ======= ======= ======= =======
Diluted........................ 7,001 5,986 7,316 7,300 7,555
======= ======= ======= ======= =======
</TABLE>

See accompanying notes.

F-4
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

Years Ended June 30, 1996, 1997 and 1998 and

Six Months Ended December 31, 1998 (Unaudited)

<TABLE>
<CAPTION>
Common Stock Additional Total
------------- Paid-in Retained Stockholders'
Shares Amount Capital Earnings Equity
------ ------ ---------- -------- -------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balances at July 1, 1995...... 5,613 $ 6 $ 624 $1,553 $2,183
Issuance of common stock
upon exercise of stock
options (Note 8).......... 141 -- 250 -- 250
Issuance of common stock for
acquisition of the common
stock of CertiSoft (Note
3)........................ 90 -- 480 -- 480
Accretion to redemption
value on redeemable common
stock..................... -- -- -- (88) (88)
Net income.................. -- -- -- 883 883
----- ---- ------ ------ ------
Balances at June 30, 1996..... 5,844 6 1,354 2,348 3,708
Issuance of common stock
upon exercise of stock
options (Note 8).......... 135 -- 297 -- 297
Issuance of common stock
upon exercise of stock
warrants (Note 8)......... 327 -- 24 -- 24
Accretion to redemption
value on redeemable common
stock..................... -- -- -- (97) (97)
Net loss.................... -- -- -- (1,252) (1,252)
----- ---- ------ ------ ------
Balances at June 30, 1997..... 6,306 6 1,675 999 2,680
Issuance of common stock
upon exercise of stock
options (Note 8).......... 54 -- 192 -- 192
Accretion to redemption
value on redeemable common
stock..................... -- -- -- (107) (107)
Net income.................. -- -- -- 1,603 1,603
----- ---- ------ ------ ------
Balances at June 30, 1998..... 6,360 6 1,867 2,495 4,368
Issuance of common stock
upon exercise of stock
warrants (Note 8)
(Unaudited)............... 125 -- -- -- --
Proceeds from sale of common
stock, net of expenses
(Unaudited)............... 107 1 971 -- 972
Accretion to redemption
value on redeemable common
stock (Unaudited)......... -- -- -- (56) (56)
Net income (Unaudited)...... -- -- -- 1,538 1,538
----- ---- ------ ------ ------
Balances at December 31, 1998
(Unaudited)................. 6,592 $ 7 $2,838 $3,977 $6,822
===== ==== ====== ====== ======
</TABLE>

See accompanying notes.

F-5
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Six
Years Ended Months Ended
June 30, December 31,
------------------------ -------------
1996 1997 1998 1997 1998
------ ------- ------- ----- ------
(Unaudited)
(In thousands)
<S> <C> <C> <C> <C> <C>
Operating activities
Net income (loss)..................... $ 883 $(1,252) $ 1,603 $ 627 $1,538
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization........ 784 1,174 827 443 386
Provision for allowances on accounts
receivable......................... 4 487 326 80 62
Provision for allowances for
obsolescence of inventory.......... -- 217 -- -- --
Deferred income tax expense
(benefit).......................... (102) (297) (270) (100) 115
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable........................ (506) (1,452) (1,727) (309) (2,339)
Decrease (increase) in inventory,
prepaid expenses and other current
assets and other assets........... (237) (138) 530 54 (741)
Decrease (increase) in refundable
income taxes...................... -- (905) 905 -- --
Increase (decrease) in accounts
payable, accrued expenses and
deferred revenue and deposits..... (343) 1,907 392 (698) 2,473
(Decrease) increase in income taxes
payable........................... 337 (409) 59 535 749
------ ------- ------- ----- ------
Net cash provided by (used in)
operating activities................ 820 (668) 2,645 632 2,243
Investing activities
Purchases of property and equipment,
net................................. (311) (580) (993) (425) (602)
Increase in capitalized software
costs............................... (158) (114) -- -- --
------ ------- ------- ----- ------
Net cash used in investing
activities.......................... (469) (694) (993) (425) (602)
Financing activities
Net borrowings (repayments) on
revolving credit arrangement........ -- 1,045 (1,045) (370) --
Repayments on notes payable........... (152) (258) (264) (139) (50)
Proceeds from exercise of stock
options and stock warrants.......... 250 321 192 -- --
Proceeds from sale of common stock,
net................................. -- -- -- -- 972
------ ------- ------- ----- ------
Net cash provided by (used in)
financing activities................ 98 1,108 (1,117) (509) 922
------ ------- ------- ----- ------
Increase (decrease) in cash and cash
equivalents......................... 449 (254) 535 (302) 2,563
Cash and cash equivalents at beginning
of period........................... 632 1,081 827 827 1,362
------ ------- ------- ----- ------
Cash and cash equivalents at end of
period.............................. $1,081 $ 827 $ 1,362 $ 523 $3,925
====== ======= ======= ===== ======
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest............................ $ 54 $ 106 $ 85 $ 63 $ 3
Income taxes........................ $ 446 $ 1,017 $ 464 $ 27 $ 750
Non-cash transactions:
Acquisition of the common stock of
CertiSoft for common stock and
assumption of note payable
(Note 3).......................... $ 764 -- -- -- --
</TABLE>

See accompanying notes.

F-6
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS

Years Ended June 30, 1996, 1997 and 1998; Six Months Ended

December 31, 1997 and 1998 (Unaudited)

1. Organization and Nature of Business

Bottomline Technologies, Inc. (the predecessor Company) was incorporated in
New Hampshire in 1989 and, on August 25, 1997, the predecessor Company was
merged with and into Bottomline Technologies (de), Inc. (the Company), a
company incorporated in Delaware. The Company is a domestic company that
develops and markets proprietary software and complementary products and
services. The Company's products and services are sold to customers operating
in many different industries. The Company does not require collateral on its
accounts receivable, which is in accordance with industry practice.

On May 2, 1996, the Company acquired CertiSoft Solutions, Inc. (CertiSoft) and
on January 9, 1997, CertiSoft was merged into the predecessor Company.
CertiSoft is included in the results of operations from May 2, 1996, the date
of acquisition.

2. Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consists of demand deposit accounts and an overnight
investment account at a financial institution. The Company considers all
highly liquid instruments with an original maturity of ninety days or less to
be cash equivalents.

Inventory

Inventory is stated at the lower of cost (first-in, first-out method) or
market.

Property and Equipment

Property and equipment is stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives of the assets,
principally from 3-7 years. Leasehold improvements are amortized over their
useful lives or the term of the lease, whichever is less.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs were
$62,000, $114,000 and $129,000 for the years ended June 30, 1996, 1997 and
1998, respectively, and $70,000 and $55,000 for the six months ended December
31, 1997 and 1998, respectively.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Estimates include but are not limited to the allowances for doubtful
accounts and returns. Actual results could differ from those estimates.

Income Taxes

Deferred income taxes are provided for differences in bases of assets and
liabilities for financial reporting and income tax purposes. Temporary
differences relate primarily to depreciation, various accruals, and allowances
for doubtful accounts, returns and inventory.

F-7
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

2. Significant Accounting Policies--(Continued)

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS 123) encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has elected to continue to account for stock based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
and related Interpretations.

Capitalized and Acquired Software Costs

Costs incurred to develop software to be sold, leased or otherwise marketed
are capitalized upon attainment of technological feasibility and amortized on
a product-by-product basis over the estimated useful life of the related
software. Such software costs totaled $1,089,000 at June 30, 1997. Also
included in capitalized software costs was $546,000 attributable to acquired
software in connection with the acquisition of CertiSoft (See Note 3).
Capitalized and acquired software costs charged to operations were $423,000,
$631,000 and $253,000 for the years ended June 30, 1996, 1997 and 1998,
respectively, including additional amortization in 1997 on certain acquired
software, and $150,000 and $-0- for the six months ended December 31, 1997 and
1998, respectively. At June 30, 1998, capitalized software costs had been
fully amortized.

The carrying value of intangible assets is periodically reviewed by the
Company based on the expected future undiscounted operating cash flows of the
related asset. If an impairment is indicated, the Company will adjust the
carrying value of the intangible assets.

Revenue Recognition

Revenue for software is recognized when product is shipped and there are no
significant remaining obligations of the Company. Revenue for services is
recognized as the services are provided to the customer. Revenue under
software maintenance agreements is recognized ratably over the term of the
agreement, generally one year. Revenue for hardware is recognized when product
is shipped. Revenue is recognized in accordance with Statement of Position
(SOP) 91-1 for periods prior to July 1, 1998. See Accounting Pronouncements
below.

Customer Returns

Customer returns are estimated and accrued for when known based on return
authorizations.

Earnings per Share

The Company computes earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS 128). SFAS
128 requires calculation and presentation of basic and diluted earnings per
share. Basic earnings per share is calculated based on the weighted average
number of common shares outstanding and excludes any dilutive effects of
warrants, stock options or other type securities. Diluted earnings per share
is calculated based on the weighted average number of common shares
outstanding and the dilutive effect of stock options, warrants and related
securities calculated using the treasury stock method. Dilutive securities are
excluded from the diluted earnings per share calculation if their effect is
antidilutive.

401(k) Plan

The Company has a 401(k) Profit Sharing Plan (the Plan), whereby eligible
employees may contribute up to 15% (20% in 1997) of their compensation,
subject to limitations established by the Internal Revenue Code. The Company
may contribute a discretionary matching contribution, annually, equal to 25%
of each such

F-8
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

2. Significant Accounting Policies--(Continued)

participant's deferred compensation up to 5% of their annual compensation (in
1996, up to 20% of the first 3% for eligible employees' contributions). The
Company charged $14,000, $26,000 and $98,000 to expense in the years ended
June 30, 1996, 1997 and 1998, respectively, and $55,000 and $130,000 to
expense in the six months ended December 31, 1997 and 1998, respectively,
under the Plan.

Accounting Pronouncements

In October 1997, the Accounting Standards Executive Committee of the American
Institute (ACSEC) of Certified Public Accountants issued Statement of Position
(SOP) 97-2 "Software Revenue Recognition", which the Company adopted on July
1, 1998. This statement supersedes SOP 91-1, Software Revenue Recognition, and
provides guidance on applying generally accepted accounting principles in
recognizing revenue on software transactions entered into in fiscal years
beginning after December 15, 1997. The Company believes that SOP 97-2 will not
have a material impact on the Company's future operating results.

In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130 "Reporting Comprehensive Income" and SFAS No. 131 "Disclosures About
Segments of an Enterprise and Related Information." Both SFAS No. 130 and SFAS
No. 131 are effective for fiscal years beginning after December 15, 1997. The
Company believes that the adoption of these new accounting standards will not
have a material impact on the Company's financial statements.

Interim Financial Information (Unaudited)

The interim financial information at December 31, 1998 and for the six months
ended December 31, 1997 and 1998, all of which is unaudited, was prepared by
the Company on a basis consistent with the audited financial statements. In
management's opinion, such information reflects all adjustments which are of a
normal recurring nature and which are necessary to present fairly the results
of the periods presented.

3. Acquisition

On May 2, 1996, the Company, through its newly-formed, wholly-owned
subsidiary, CSI Acquisition, Inc. (Acquisition), acquired CertiSoft Solutions,
Inc. (CertiSoft) by merging with and into CertiSoft. Each share of CertiSoft
common stock outstanding prior to the merger was surrendered and subsequently
retired and each CertiSoft shareholder received 4.83 shares of the Company's
common stock for each CertiSoft share surrendered. The total consideration
paid by the Company to acquire CertiSoft included 90,003 shares of the
Company's common stock, estimated at $480,000, and the assumption of a
$250,000 note payable to the former majority owner of CertiSoft and certain
other trade obligations.

The acquisition has been accounted for as a purchase and, accordingly, the
results of operations of CertiSoft are included in the consolidated financial
statements since the date of acquisition. In connection with the acquisition,
the Company acquired assets with an estimated fair value of $764,000 and
assumed liabilities of $284,000, which includes the $250,000 note payable
described above.

F-9
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

4. Property and Equipment

Property and equipment consists of the following:
<TABLE>
<CAPTION>
June 30,
-------------
December 31,
1997 1998 1998
------ ------ ------------
(Unaudited)
(In thousands)
<S> <C> <C> <C>
Furniture and fixtures.. $ 387 $ 399 $ 410
Technical equipment..... 1,979 2,693 3,130
Software................ 210 453 583
Leasehold improvements.. 126 151 175
------ ------ ------
2,702 3,696 4,298
Less: Accumulated depre-
ciation and amortiza-
tion................... 1,256 1,831 2,217
------ ------ ------
$1,446 $1,865 $2,081
====== ====== ======
</TABLE>

5. Accrued Expenses

Accrued expenses consist of the following:
<TABLE>
<CAPTION>
June 30,
-------------
December 31,
1997 1998 1998
------ ------ ------------
(Unaudited)
(In thousands)
<S> <C> <C> <C>
Employee compensation and benefits................ $ 799 $1,392 $1,794
Sales taxes....................................... 425 214 190
Other............................................. 472 424 938
------ ------ ------
$1,696 $2,030 $2,922
====== ====== ======
</TABLE>

6. Borrowing Arrangements

In December 1997, the Company entered into a revolving credit agreement (the
revolving agreement) with a bank which provides for available borrowings of up
to $4,000,000. Borrowings under the revolving agreement bear interest at the
bank's prime rate (8.5% at June 30, 1998) and are due on demand. The
outstanding balance under the revolving agreement at June 30, 1997 and 1998
and December 31, 1998 was $1,045,000, $-0- and $-0-, respectively. The
revolving agreement expires on December 30, 1998.

In June 1995, the Company entered into a $500,000 term loan with a bank. The
term loan was due in thirty-six monthly installments of principal and interest
of $16,000. Interest under the term loan was at 8.75%. The balance outstanding
at June 30, 1997 and 1998 and December 31, 1998 was $164,000, $-0- and $-0-,
respectively.

Borrowings under the revolving agreement and the term loan are secured by
substantially all assets of the Company.

In May 1996, in connection with the acquisition of CertiSoft, CertiSoft
assumed a $250,000 promissory note payable to the former majority owner of
CertiSoft. The note is due in 10 equal installments of $25,000, beginning
November 1996 and every third month thereafter, plus accrued interest at 8.25%
per annum. This note is guaranteed by the Company. The balance outstanding at
June 30, 1997 and 1998 and December 31, 1998 was $175,000, $75,000 and
$25,000, respectively.

F-10
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

7. Commitments and Contingent Liabilities

The Company leases its principal office facility under a noncancellable
operating lease expiring in 2002. In addition to the base term, the Company
has two five-year options to extend the term of the lease. Rent payments are
fixed for the initial two years of the lease and may be increased after that
during the initial term of the lease by the Consumer Price Index. In addition,
the Company is obligated to pay certain incremental operating costs over the
base amount.

The Company also leases office space in other cities. All such leases expire
in fiscal years 1999 and 2000.

Future minimum annual rental commitments under this lease at June 30, 1998 are
as follows:

<TABLE>
<CAPTION>
(In thousands)
--------------
<S> <C>
1999.......................................................... $ 373
2000.......................................................... 349
2001.......................................................... 307
2002.......................................................... 281
------
$1,310
======
</TABLE>

Rent expense charged to operations for the years ended June 30, 1996, 1997 and
1998 was $286,000, $338,000 and $342,000, respectively, and for the six months
ended December 31, 1997 and 1998 was $197,000 and $224,000, respectively.

8. Capital Transactions

Common Stock

In connection with the sale of its common stock in 1992, the Company and
certain existing stockholders amended previous agreements covering stock
rights and voting arrangements. The amended agreement provides certain
stockholders with preemptive rights and certain registration rights in the
event of certain circumstances.

In connection with the sale of its common stock, the Company has also agreed
with certain stockholders to redeem, at the stockholders' option, 801,000
shares of common stock anytime after June 29, 1995. The initial redemption
value was $1.00 per share and increases each year in accordance with the
agreement. The redemption value was $1,246,000, $1,353,000 and $1,409,000 at
June 30, 1997 and 1998 and December 31, 1998, respectively.

In March 1994, the Company and certain existing stockholders amended the March
31, 1992 stock rights and voting arrangements to provide an additional
stockholder with preemptive rights and certain registration rights in the
event of certain circumstances.

Stock Option Plan

The Company adopted the Bottomline Technologies, Inc. Stock Option Plan, as
amended, (the Plan) on August 1, 1989, which provides for the issuance of
incentive stock options and nonstatutory stock options. The Plan is
administered by the Board of Directors which has the authority to determine to
whom options may be granted, the period of exercise and what other
restrictions, if any, should apply. The Company has reserved up to 1,440,000
shares of its common stock for issuance under the Plan. Incentive stock
options may be granted to employees at a price of no less than 100% of the
fair market value of the common stock at the date of grant. Options expire a
maximum of ten years from the date of grant.

F-11
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

8. Capital Transactions--(Continued)

On August 21, 1997, Bottomline Technologies, Inc. adopted the 1997 Stock
Incentive Plan (the 1997 Plan), which provides for the issuance of stock
options and nonstatutory stock options. The 1997 Plan is administered by the
Board of Directors which has the authority to determine to whom options may be
granted, the period of exercise and what other restrictions, if any, should
apply. The Company has reserved up to 1,200,000 shares of its common stock for
issuance under the 1997 Plan to employees at a price of no less than 100% of
the fair market value of the common stock at the date of grant. Options expire
a maximum of ten years from the date of grant.

The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under SFAS
123 requires the use of option valuation models that were not developed for
use in valuing employee stock options. Under APB 25, as the exercise price of
the Company's employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized.

Option valuation models have been developed for use in estimating the fair
value of traded options which have no vesting restrictions and are fully
transferable. Such models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options. A summary of assumptions is as follows:

<TABLE>
<CAPTION>
Six Months Ended
Years Ended June 30, December 31,
---------------------------- ------------------
1996 1997 1998 1997 1998
--------- ------ --------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Dividend yield........... 0% 0% 0% 0% 0%
Expected lives of options
(years)................ 4 4 4 4 4
Risk-free interest rate.. 6.18-6.67% 6.02% 5.65-6.20% 6.20% 6.00%
</TABLE>

For purposes of the required pro forma disclosures, the estimated fair value
of the options is amortized over the options' vesting period. Had compensation
cost for the Company's stock option plan been determined based on the fair
value at the grant dates for awards under those plans consistent with the
minimum value method of SFAS 123, the Company's pro forma net income (loss)
and pro forma earnings (loss) per share available to common stockholders would
have been as follows:

<TABLE>
<CAPTION>
Six Months
Ended
Years Ended June 30, December 31,
--------------------- ------------
1996 1997 1998 1997 1998
----- ------- ------ ----- ------
(Unaudited)
(in thousands, except per share
data)
<S> <C> <C> <C> <C> <C>
Pro forma net income (loss)............... $ 837 $(1,320) $1,488 $ 594 $1,349
Pro forma earnings (loss) per share
available to common stockholders:
Basic.................................. $0.13 $ (0.24) $ 0.22 $0.09 $ 0.20
Diluted................................ $0.11 $ (0.24) $ 0.19 $0.07 $ 0.17
</TABLE>

As the provisions of SFAS 123 are effective only for fiscal years beginning
after December 15, 1994, the effects of applying SFAS 123 for pro forma
disclosures are not necessarily representative of the effects on net income
(loss) for future years.

F-12
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

8. Capital Transactions--(Continued)

A summary of option activity is as follows:

<TABLE>
<CAPTION>
Six
Years Ended June 30, Months Ended
-------------------------------------------------- December 31,
1996 1997 1998 1998
---------------- ---------------- ---------------- ----------------
Weighted Weighted Weighted Weighted
Average Average Average Average
Exercise Exercise Exercise Exercise
Options Price Options Price Options Price Options Price
------- -------- ------- -------- ------- -------- ------- --------
(Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding, beginning
of period............. 354 $ 2.28 279 $3.17 339 $5.10 885 $6.69
Options granted......... 90 4.33 195 5.84 600 7.91 228 9.61
Options exercised....... (141) 1.79 (135) 2.20 (54) 3.67 -- --
Options expired......... (24) 2.50 -- -- -- -- -- --
---- ------- ---- ----- --- ----- ----- -----
Outstanding, end of
period................ 279 3.17 339 5.10 885 6.69 1,113 7.28
Exercisable, end of
period................ 165 $ 1.80 75 $3.87 102 $5.20 222 $5.42
Weighted average fair
value of options
granted during the
period................ $ 0.93 $1.52 $1.53 $2.05
</TABLE>

As of June 30, 1998, options to purchase 102,000 shares were exercisable at
option prices ranging from $4.33 to $6.33 per share. As of June 30, 1997 and
1998, options to purchase 63,000 and 645,000 shares, respectively, were
available for grant from the 1997 Plan and the Plan. As of December 31, 1998,
options to purchase 1,917,000 shares, which includes 1,500,000 additional
shares reserved for issuance on November 12, 1998, subject to stockholder
approval, were available for grant from the 1997 Plan. The weighted average
remaining contractual life of options outstanding at June 30, 1998 is seven
and one half years, and the range of exercise prices is from $4.33 to $8.80
per share.

Warrants

In connection with the sale of its common stock in March 1992, the Company
issued warrants for the purchase of an aggregate 644,000 shares of common
stock at exercise prices ranging from $1.00 to $2.00 per share. During 1997,
warrants for 12,000 shares were exercised at a price of $2.00 per share.
Additionally, under the terms of the warrant agreement, certain warrant
holders elected a non-cash exercise under which 489,000 warrants with a
weighted average exercise price of $2.00 were exercised and the Company issued
315,000 shares to the warrant holders. The shares issued, as a result of this
non-cash exercise, were based on the relationship of the exercise price to the
fair market value of the Company's stock at the exercise date, as defined in
the original agreement.

At June 30, 1998, there were warrants outstanding for 143,000 shares, at
exercise prices ranging from $1.00--$1.33 per share and a weighted average
exercise price of $1.19. The warrants were exercised on September 30, 1998.

F-13
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings
(loss) per share:

<TABLE>
<CAPTION>
Six
Months Ended
Years Ended June 30, December 31,
----------------------- --------------
1996 1997 1998 1997 1998
------ ------- ------ ------ ------
(Unaudited)
(In thousands, except per share
data)
<S> <C> <C> <C> <C> <C>
Numerator:
Net income (loss)................ $ 883 $(1,252) $1,603 $ 627 $1,538
Accretion to redemption value on
redeemable common stock......... (88) (97) (107) (53) (56)
------ ------- ------ ------ ------
Numerator for basic and diluted
earnings (loss) per share
available to common stockholders.. $ 795 $(1,349) $1,496 $ 574 $1,482
====== ======= ====== ====== ======
Denominator:
Denominator for basic earnings
(loss) per share available to
common stockholders--weighted-
average shares outstanding...... 5,693 5,986 6,314 6,307 6,472
Effect of employee stock options,
warrants and redeemable common
stock........................... 1,308 -- 1,002 993 1,083
------ ------- ------ ------ ------
Denominator for diluted earnings
(loss) per share available to
common stockholders............... 7,001 5,986 7,316 7,300 7,555
====== ======= ====== ====== ======
Earnings (loss) per share available
to common stockholders:
Basic............................ $ 0.14 $ (0.23) $ 0.24 $ .09 $ .23
====== ======= ====== ====== ======
Diluted.......................... $ 0.11 $ (0.23) $ 0.20 $ .08 $ .20
====== ======= ====== ====== ======
</TABLE>

F-14
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

10. Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109. SFAS
No. 109 requires the use of the liability method in which income taxes reflect
the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes.

Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
June 30,
------------ December 31,
1997 1998 1998
----- ----- ------------
(Unaudited)
(In thousands)
<S> <C> <C> <C>
Deferred tax assets:
Allowances...................................... $ 284 $ 572 $ 471
Various accrued expenses........................ 144 115 110
Deferred software maintenance revenue........... 8 -- --
Inventory....................................... 135 37 42
----- ----- -----
Total deferred tax assets.................... 571 724 623
Deferred tax liabilities:
Property, plant and equipment................... (135) (118) (132)
Capitalized software costs...................... (100) -- --
----- ----- -----
Total deferred tax liabilities............... (235) (118) (132)
----- ----- -----
Net deferred tax assets (liabilities)........... $ 336 $ 606 $ 491
===== ===== =====
</TABLE>

The provision (benefit) for income taxes consisted of the following:

<TABLE>
<CAPTION>
Six
Months Ended
Years Ended June 30, December 31,
----------------------- -------------
1996 1997 1998 1997 1998
------ ------ ------- ----- ------
(Unaudited)
(In thousands)
<S> <C> <C> <C> <C> <C>
Current:
Federal............................ $ 610 $ (247) $ 1,238 $ 476 $ 774
State.............................. 156 8 209 84 137
------ ------ ------- ----- ------
766 (239) 1,447 560 911
Deferred:
Federal............................ (90) (252) (241) (85) 97
State.............................. (12) (45) (29) (15) 18
------ ------ ------- ----- ------
(102) (297) (270) (100) 115
------ ------ ------- ----- ------
$ 664 $ (536) $ 1,177 $ 460 $1,026
====== ====== ======= ===== ======
</TABLE>

F-15
<PAGE>

BOTTOMLINE TECHNOLOGIES (de), INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

10. Income Taxes--(Continued)

A reconciliation of the federal statutory rate to the effective income tax is
as follows:

<TABLE>
<CAPTION>
Six
Months Ended
Years Ended June 30, December 31,
------------------------ --------------
1996 1997 1998 1997 1998
------ ------- ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Tax (benefit) at federal
statutory rate................ 34.0% (34.0)% 34.0% 34.0% 34.0%
State taxes, net of federal
benefit....................... 6.0 (1.4) 6.5 6.5 6.0
Non-deductible expenses......... 5.6 12.6 .6 -- --
Research and development tax
credits....................... -- (7.2) (3.6) -- --
Other........................... (2.7) -- 4.8 1.8 --
------ ------- ------ ------ ------
42.9% (30.0)% 42.3% 42.3% 40.0%
====== ======= ====== ====== ======
</TABLE>

The principal non-deductible expense for income tax purposes is the
amortization related to the acquired software costs recorded in connection
with the purchase of CertiSoft.

11. Subsequent Events

On November 12, 1998, the Company's Board of Directors approved various
actions, subject to stockholder approval, including: (1) increasing the
authorized shares of common stock to 50,000,000; (2) authorizing a class of
Preferred Stock with 4,000,000 shares available; (3) the establishment of the
1998 Employee Stock Purchase Plan under which 750,000 shares of common stock
may be issued; (4) the establishment of the 1998 Director Stock Option Plan
under which 300,000 shares of common stock may be issued and (5) increasing
the number of shares reserved for issuance under the Company's 1997 Stock
Incentive Plan to 2,700,000.

12. Stock Split

On January 6, 1999, the Company's Board of Directors approved a three for one
stock split of the Company's common stock. Accordingly, all share and per
share amounts in the accompanying financial statements have been restated to
reflect the stock split.

F-16
<PAGE>

[INSIDE BACK COVER]

[This graphic contains the following text:

Centered at the top of the page are the words:
"Payment Management Software and
Services that Enable Organizations to
Manage their Transition from Paper Checks to Electronic
Payments"

Descending from left to right are three slides. The words above the top
slide are:
"Secure Payment Server"
The words in the slide are:
> Enterprise-wide payments
> Point-of-need payments
> All payment information
> Reporting
> Auditing
> Processing
> Remittance delivery

The words above the second slide are:
"All Types of Payments"
The words in the slide are:
> Electronic Payments to satisfy Government mandates
> Automated Clearing House Payments
> Financial EDI
> LaserCheck
> Check Fraud/Positive Pay
> Electronic Remittance Advice Delivery
> Web access

The words above the third slide are:
"Industry Standards"
The words in the slide are:
> Windows NT
> Integrates into current computing environment;
network and database independent
> Transitions easily as payments needs grow and change
> Certified by Microsoft as "Designed for BackOffice"

The Bottomline Technologies logo is on the bottom inside left of the
page]

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[BOTTOMLINE LOGO APPEARS HERE]

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the sale and distribution of the
securities being registered, other than the underwriting discounts and
commissions. All amounts shown are estimates except for the Securities and
Exchange Commission registration fee and the NASD filing fee.

<TABLE>
<S> <C>
SEC registration fee.......................................... $ 14,130.74
NASD filing fee............................................... 5,583.00
Nasdaq National Market listing fee............................ 75,000.00
Blue Sky fees and expenses.................................... 15,000.00
Transfer Agent and Registrar fees............................. 17,000.00
Accounting fees and expenses.................................. 350,000.00
Legal fees and expenses....................................... 450,000.00
Printing and mailing expenses................................. 198,500.00
Miscellaneous................................................. 282,786.26
-------------
Total....................................................... $1,408,000.00
=============
</TABLE>

Item 14. Indemnification of Directors and Officers

Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation") provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.

Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in the right
of the Registrant) brought against him by virtue of his position as a director
or officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the Registrant, except that no indemnification shall be made with respect
to any matter as to which such person shall have been adjudged to be liable to
the Registrant, unless a court determines that, despite such adjudication but
in view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director
or officer did not meet the applicable standard of conduct required for
indemnification, or if the

II-1
<PAGE>

Registrant fails to make an indemnification payment within 60 days after such
payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is
entitled to indemnification. As a condition precedent to the right of
indemnification, the director or officer must give the Registrant notice of
the action for which indemnity is sought and the Registrant has the right to
participate in such action or assume the defense thereof.

Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive,
and provides that in the event that the Delaware General Corporation Law is
amended to expand the indemnification permitted to directors or officers the
Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.

Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred
in connection with an action or proceeding to which he is or is threatened to
be made a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in any criminal proceeding, if
such person had no reasonable cause to believe his conduct was unlawful;
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

Under Section 8 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed
as Exhibit 1 hereto.

Item 15. Recent Sales of Unregistered Securities

Set forth in chronological order is information regarding shares of common
stock issued and options granted by the Registrant since November 1995.
Further included is the consideration, if any, received by the Registrant for
such shares and options and information relating to the section of the
Securities Act of 1933, as amended (the "Securities Act"), or rule of the
Securities and Exchange Commission under which exemption from registration was
claimed.

The Registrant's 1989 Stock Option Plan was adopted by the Board of
Directors and approved by the stockholders of the Registrant on August 1,
1989. The Registrant's 1997 Stock Incentive Plan was originally adopted by the
Board of Directors and approved by the stockholders of the Registrant on
August 21, 1997, and was amended by the Board of Directors on November 12,
1998. Since November 1995, options to purchase 327,501 shares of common stock
had been exercised for an aggregate consideration of $740,000 and as of
November 12, 1998 options to purchase 330,000 shares of common stock were
outstanding under the 1989 Stock Option Plan. As of November 12, 1998, no
options had been exercised and options to purchase 783,000 shares of common
stock were outstanding under the 1997 Stock Incentive Plan.

In October 1998, the Registrant issued 107,145 shares of Common Stock to
Arthur Andersen LLP at a purchase price of $9.33 per share for an aggregate
consideration of $1,000,020.

In connection with financing activities in 1992, the company issued
warrants for the purchase of an aggregate of 643,500 shares of common stock at
exercise prices ranging from $1.00 to $2.00 per share. During 1997, warrants
for 12,000 shares were exercised at a price of $2.00 per share. Additionally,
in 1997 and 1998, in accordance with the warrant agreements, the remainder of
the warrant holders elected to exercise their warrants on a cashless basis
and, in connection therewith, the company issued an additional 441,873 shares.

II-2
<PAGE>

The securities issued in the foregoing transactions were either (i)
offered and sold in reliance upon exemptions from the Securities Act
registration requirements set forth in Sections 3(b) and 4(2) of the
Securities Act, or any regulations promulgated thereunder, relating to sales
by an issuer not involving any public offering, or (ii) in the case of certain
options to purchase shares of common stock and shares of common stock issued
upon the exercise of such options, such offers and sales were made in reliance
upon an exemption from registration under Rule 701 of the Securities Act. No
underwriters were involved in the foregoing sales of securities.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1* Form of Underwriting Agreement.
3.1+ Certificate of Incorporation of the Registrant.
3.2+ Amended and Restated Certificate of Incorporation of the Registrant,
to be effective immediately prior to the closing of this offering.
3.3+ By-Laws of the Registrant.
3.4+ Amended and Restated By-Laws of the Registrant, to be effective
immediately prior to the closing of this offering.
4.1+ Specimen certificate for shares of common stock.
5* Opinion of Hale and Dorr LLP.
10.1+ 1989 Stock Option Plan, as amended, including form of stock option
agreement for incentive and non-statutory stock options.
10.2+ Amended and Restated 1997 Stock Incentive Plan, including form of
stock option agreement for incentive and non-statutory stock options.
10.3+ 1998 Director Stock Option Plan, including form of non-statutory stock
option agreement.
10.4+ 1998 Employee Stock Purchase Plan.
10.5+ First Amendment and Restatement of Stock Rights and Voting Agreement,
as amended.
10.6+ Second Stock Rights Agreement, as amended.
10.7+ Lease dated November 28, 1994, between the Registrant and Wenberry
Associates L.L.C.
10.8+ Employment Agreement between the Registrant and Mr. McGurl.
10.9+ Employment Agreement between the Registrant and Mr. Mullen.
10.10+ Employment Agreement between the Registrant and Mr. Eberle.
10.11+ Revolving Credit Agreement between the Registrant and Shawmut Bank
N.A., dated January 13, 1995.
10.12+ Secured Revolving Time Note between the Registrant and Shawmut Bank
N.A., dated January 13, 1995.
10.13+ First Amendment of the Loan Agreement between the Registrant and Fleet
National Bank of Massachusetts, dated December 29, 1995.
10.14+ Secured Revolving Time Note between the Registrant and Fleet National
Bank of Massachusetts, dated December 29, 1995.
10.15+ Second Amendment of the Loan Agreement between the Registrant and
Fleet National Bank, dated December 20, 1996.
10.16+ Secured Revolving Time Note between the Registrant and Fleet National
Bank, dated December 20, 1996.
10.17+ Third Amendment of the Loan Agreement between the Registrant and Fleet
National Bank, dated December 29, 1997.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.18+ Secured Revolving Time Note between the Registrant and Fleet National
Bank, dated December 29, 1997.
10.19+ Fourth Amendment of the Loan Agreement between the Registrant and
Fleet National Bank, dated December 29, 1998.
10.20+ Secured Revolving Time Note between the Registrant and Fleet National
Bank, dated December 29, 1998.
10.21+ Line of Credit Agreement for the Acquisition of Equipment between the
Registrant and Shawmut Bank N.A., dated January 13, 1995.
10.22+ Secured Term Note between the Registrant and Shawmut Bank N.A., dated
June 28, 1995.
10.23+ Security Agreement between the Registrant and Shawmut Bank N.A., dated
January 13, 1995.
23.1 Consent of Ernst & Young LLP.
23.2* Consent of Hale and Dorr LLP (included in Exhibit 5).
24+ Power of Attorney.
27 Financial Data Schedule.
</TABLE>
- --------
*To be filed by amendment.
+Previously filed.

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts Allowance for Doubtful Accounts
and Returns

<TABLE>
<CAPTION>
Balance at Additions (Charged
Beginning of to Costs and Balance at
Year ended Year Expenses) Deductions End of Year
---------- ------------ ------------------ ---------- -----------
(in thousands)
<S> <C> <C> <C> <C>
June 30, 1996..... $288 4 135 $157
June 30, 1997..... $157 487 $644
June 30, 1998..... $644 326 $970
</TABLE>

All other schedules have been omitted because they are not required or
because the required information is given in the Registrant's Financial
Statements or Notes thereto.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions contained in the Amended and Restated
Certificate of Incorporation of the Registrant and the laws of the State of
Delaware, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

II-4
<PAGE>

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted form the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Portsmouth, New Hampshire, on this 19th day of January, 1999.

BOTTOMLINE TECHNOLOGIES (de), INC.

By: /s/ Daniel M. McGurl
-----------------------------------
Daniel M. McGurl, Chairman of the
Board, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Daniel M. McGurl Chairman of the Board, January 19, 1999
______________________________________ President and Chief
Daniel M. McGurl Executive Officer
(Principal Executive
Officer)

/s/ Robert A. Eberle* Executive Vice President, January 19, 1999
______________________________________ Chief Financial Officer
Robert A. Eberle and Treasurer (Principal
Financial and Accounting
Officer)

/s/ Joseph L. Barry, Jr.* Director January 19, 1999
______________________________________
Joseph L. Barry, Jr.

/s/ Bruce E. Elmblad* Director January 19, 1999
______________________________________
Bruce E. Elmblad

/s/ James L. Loomis* Director January 19, 1999
______________________________________
James L. Loomis

/s/ Joseph L. Mullen* Director January 19, 1999
______________________________________
Joseph L. Mullen

/s/ James W. Zilinski* Director January 19, 1999
______________________________________
James W. Zilinski
</TABLE>

*By: /s/ Daniel M. McGurl
- ---------------------------------
Daniel M. McGurl
Attorney-in-Fact

II-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.21+ Line of Credit Agreement for the Acquisition of Equipment between the
Registrant and Shawmut Bank N.A., dated January 13, 1995.
10.22+ Secured Term Note between the Registrant and Shawmut Bank N.A., dated
June 28, 1995.
10.23+ Security Agreement between the Registrant and Shawmut Bank N.A., dated
January 13, 1995.
23.1 Consent of Ernst & Young LLP.
23.2* Consent of Hale and Dorr LLP (included in Exhibit 5).
24+ Power of Attorney.
27 Financial Data Schedule.
</TABLE>
- --------
*To be filed by amendment.
+Previously filed.

<PAGE>

Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" and
"Selected Financial Data" and to the use of our report dated August 6, 1998,
except for the third sentence of paragraph ten of Note 8 and Note 11 as to
which the dates are November 12, 1998 and Note 12 as to which the date is
January 6, 1999, in Amendment No. 2 to the Registration Statement (Form S-1
No. 333-67309) and related Prospectus of Bottomline Technologies (de), Inc.
for the registration of its common stock.

Our audits also included the financial statement schedule of Bottomline
Technologies (de), Inc. included in the Registration Statement. This schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

/s/ Ernst & Young LLP

Boston, Massachusetts

January 15, 1999

<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements, and notes thereto, included in the Company's
registration statement, to which this schedule is an exhibit, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,925
<SECURITIES> 0
<RECEIVABLES> 10,201
<ALLOWANCES> 927
<INVENTORY> 210
<CURRENT-ASSETS> 14,230
<PP&E> 4,298
<DEPRECIATION> 2,217
<TOTAL-ASSETS> 16,997
<CURRENT-LIABILITIES> 8,634
<BONDS> 0
1,409
0
<COMMON> 7
<OTHER-SE> 6,815
<TOTAL-LIABILITY-AND-EQUITY> 16,997
<SALES> 5,341
<TOTAL-REVENUES> 18,136
<CGS> 3,815
<TOTAL-COSTS> 6,425
<OTHER-EXPENSES> 9,186
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> 2,564
<INCOME-TAX> 1,026
<INCOME-CONTINUING> 1,538
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,538
<EPS-PRIMARY> .23
<EPS-DILUTED> .20

</TABLE>