<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 15, 2000
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
BOTTOMLINE TECHNOLOGIES (de), INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
------------------------------------------
(State or other Jurisdiction of Incorporation or Organization)
02-0433294
---------------------------------------
(I.R.S. Employer Identification Number)
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)
With a copy to:
John A. Burgess, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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Approximate date of commencement of proposed sale to the public: from time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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 of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 registration statement for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Title of Shares to be Amount to be Proposed Proposed Amount of
Registered Registered Maximum Price Per Maximum Registration Fee
Share (1) Aggregate Offering
Price (1)
<S> <C> <C> <C> <C>
Common 615,764 shares (2) $26.38 $16,243,854 $4,288
Stock, $.001 par
value per share
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee,
in accordance with Rule 457 under the Securities Act, based upon the average of
the reported high and low sales prices of the Common Stock on the Nasdaq
National Market on August 14, 2000.
(2) Includes 307,882 shares of common stock issuable upon the exercise of
a common stock purchase warrant.
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. The
Shares are being registered for re-sale not by the Company. These securities
may not be sold nor may offers to buy these securities be accepted until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities, and the
holder of the securities is not soliciting offers to buy these securities in any
state where the offer or sale is not permitted.
<PAGE>
PROSPECTUS (Subject to Completion)
Dated August 15, 2000
BOTTOMLINE TECHNOLOGIES (de), INC.
615,764 SHARES OF COMMON STOCK
----------------
This prospectus relates to registering for resale shares of common stock,
and shares of common stock underlying a common stock purchase warrant, that
Bottomline Technologies (de), Inc. (referred to in this prospectus as
"Bottomline," or the "Registrant") issued and sold to Nevada Bond Investment
Corp. II, a subsidiary of United Technologies Corporation, on June 9, 2000.
The prices at which Nevada Bond Investment Corp. II, or its pledgees,
donees, transferees or other successors-in-interest, collectively termed the
"selling stockholder," may sell the shares registered hereby will be determined
by the prevailing market price for the shares or in negotiated transactions.
Bottomline will not receive any proceeds from the sale of the shares.
Bottomline's common stock is listed on the Nasdaq National Market under the
symbol "EPAY". On August 14, 2000, the last reported sale price of Bottomline's
common stock was $28 1/8.
------------------
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 2.
------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this Prospectus is ________, 2000.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Bottomline............................................ 2
Risk Factors.......................................... 2
Special Note Regarding Forward-Looking Statements..... 7
Use of Proceeds....................................... 7
Selling Stockholder................................... 7
Plan of Distribution.................................. 9
Legal Matters........................................ 11
Experts.............................................. 11
Where You Can Find More Information.................. 11
Incorporation by Reference........................... 11
</TABLE>
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Bottomline,
the selling stockholder or by any other person. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
the date hereof.
This prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any security other than the securities covered by this
prospectus, nor does it constitute an offer to or solicitation of any person in
any jurisdiction in which such offer or solicitation may not lawfully be made.
<PAGE>
BOTTOMLINE
Bottomline's principal executive offices are located at 155 Fleet Street,
Portsmouth, New Hampshire, and our telephone number is (603) 436-0700. Unless
the context otherwise requires, references in this prospectus to "Bottomline,"
"the Registrant," "we," "us" and "our" refers to Bottomline Technologies (de),
Inc.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before purchasing
our common stock. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties may also impair our
business operations. If any of the following risks actually occur, our
business, financial condition or results of operations would likely suffer. In
that case, the trading price of our common stock could fall, and you may lose
all or part of the money you paid to buy our common stock.
A SIGNIFICANT PERCENTAGE OF OUR REVENUES TO DATE HAVE COME FROM OUR PAYMENT
MANAGEMENT OFFERINGS AND, FOR THE NINE MONTHS ENDED JUNE 30, 2000, FROM OUR NEW
BILL PRESENTMENT AND CASH MANAGEMENT PRODUCTS, AND OUR PERFORMANCE WILL DEPEND
ON CONTINUED MARKET ACCEPTANCE OF THESE OFFERINGS
A significant percentage of our revenues to date have come from the license
and maintenance of our payment management offerings and sales of related
products and services and, for the nine months ended June 30, 2000, from our new
bill presentment and cash management products. 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. Our future
performance will depend to a large degree upon the market acceptance of PayBase
as a 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.
OUR FUTURE FINANCIAL RESULTS WILL DEPEND UPON MARKET ACCEPTANCE OF OUR NEW BILL
PRESENTMENT AND CASH MANAGEMENT PRODUCTS
If the bill presentment and cash management software products that we acquired
in recent acquisitions do not achieve market acceptance, our future financial
results will be adversely affected. We acquired NetTransact bill presentment
software from The Northern Trust Company, a financial institution, in July 1999.
General availability of the NetTransact product was announced in February 2000.
We acquired the web-based BankQuest cash management software in our acquisition
of Integrated Cash Management Services, Inc. in October 1999. BankQuest was
commercially introduced in April 2000 and is now generally available. If either
of these products has any unanticipated performance problems or bugs, or does
not enjoy wide commercial success, our long-term business strategy would be
adversely affected.
OUR FIXED COSTS MAY LEAD TO FLUCTUATIONS IN OPERATING RESULTS IF OUR REVENUES
ARE BELOW EXPECTATIONS, AND IF OUR OPERATING RESULTS ARE BELOW EXTERNAL
EXPECTATIONS, THE MARKET PRICE OF OUR STOCK MAY FALL.
A significant percentage of our expenses, particularly personnel costs and
rent, are relatively fixed, and based in part on expectations of future
revenues. We may be unable to reduce spending in a timely manner to compensate
for any significant fluctuations in revenues. Accordingly, shortfalls in
revenues may cause significant fluctuations in operating results in any quarter.
Quarterly operating results that are below the expectations of public market
analysts could adversely affect the market price for our common stock. Factors
that could cause these fluctuations include the following:
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<PAGE>
. The timing of orders and longer sales cycles, particularly due to any
increase in average selling prices of our software solutions;
. the timing and market acceptance of new products or product enhancements by
either us or our competitors;
. the timing of product implementations, which are highly dependent on
customers' resources and discretion;
. the incurrence of costs relating to the integration of software products
and operations in connection with acquisitions of technologies or
businesses;
. delivery interruptions relating to equipment and supplies purchased from
third-party vendors, which could delay system sales; and
. economic conditions which may affect our customers' and potential
customers' budgets for technological expenditures.
Because of these factors, we believe that period to period comparisons of our
results of operations are not necessarily meaningful.
OUR SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP NEW AND ENHANCED SOFTWARE,
SERVICES AND RELATED PRODUCTS
The bill presentment, payment and cash management software markets in which we
compete are subject to rapid technological change and our success is dependent
on our ability to develop new and enhanced software, services and related
products that meet our evolving market needs. Trends which could have a
critical impact on us include:
. rapidly changing technology that could require us to make our products
compatible with new database or network systems;
. evolving industry standards and mandates, such as those mandated by the
National Automated Clearing House Association and by the Debt Collection
Improvement Act of 1996; and
. developments and changes relating to the Internet that we must address as
we introduce new products.
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.
OUR SUCCESS DEPENDS ON THE WIDE-SPREAD ADOPTION OF THE INTERNET AND GROWTH OF
ELECTRONIC BUSINESS
Our future success will in large part depend upon the willingness of
businesses and financial institutions to adopt the Internet as a medium of e-
commerce. These entities will probably accept this new medium only if the
Internet provides substantially greater efficiency and enhances their
competitiveness. There are critical issues involved in the commercial use of the
Internet which are not yet fully resolved, including concerns regarding the
Internet's:
. security;
. reliability;
. ease of access; and
. quality of services.
To the extent that any of these issues inhibit or limit the adoption of the
Internet as a medium of e-commerce, our business prospects could be adversely
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<PAGE>
affected. If electronic business does not continue to grow or grows more slowly
than expected, demand for our products and services will be reduced.
IF THE INTERNET INFRASTRUCTURE IS NOT ADEQUATELY MAINTAINED, THE DEMAND FOR OUR
PRODUCTS AND SERVICES MAY DEREASE
Our future success will depend, in part, on the maintenance of the Internet
infrastructure. To the extent that the Internet continues to experience
increased numbers of users, frequency of use or increased bandwidth requirements
of users, the Internet infrastructure may not continue to support the demands
placed on it and, as a result, the performance or reliability of the Internet
may be adversely affected. In addition, the Internet could lose its viability
as a form of media due to delays in the development or adoption of new standards
and protocols that can handle increased levels of activity. The infrastructure
and complementary products and services necessary to maintain the Internet as a
viable commercial medium may not be developed or maintained. Any failure in
performance or reliability of the Internet could adversely affect the demand for
our products and services and, consequently, hurt our operating results.
INCREASED GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES MAY IMPAIR THE GROWTH OF
THE INTERNET AND DECREASE DEMAND FOR OUR PRODUCTS AND SERVICES
The laws governing the Internet remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and how existing laws, including those governing intellectual property, privacy,
libel and taxation, apply to the Internet generally and to the e-commerce in
particular. Legislation could dampen the growth in the use of the Internet
generally and decrease the acceptance of the Internet as a communications and
commercial medium, which could decrease demand for our products and services and
thus have a material and adverse effect on our business, results of operations
and financial condition.
OUR BUSINESS CAN BE ADVERSELY AFFECTED BY PROBLEMS WITH THIRD-PARTY HARDWARE
THAT WE RESELL
Any problems with third-party hardware that we resell could harm our customer
relationships, industry credibility and financial condition. In a prior fiscal
year, we experienced a significant problem with a third-party printer that we
were then reselling which had a material adverse effect on our operating
results. Any repetition of these or similar problems with third party hardware
could have a material adverse effect on our business, operating results and
financial condition.
INCREASED COMPETITION MAY RESULT IN PRICE REDUCTIONS AND DECREASED DEMAND FOR
OUR PRODUCTS AND SERVICES
The market for bill presentment, payment and cash management software is
intensely competitive and characterized by rapid technological change. Growing
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. 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.
RAPID GROWTH COULD STRAIN OUR PERSONNEL, SYSTEMS AND CONTROLS
In the past, rapid growth has strained our managerial and other resources. Our
ability to manage any future growth will depend in part on our ability to
continue to enhance our operating, financial and management information systems.
We cannot assure you that our personnel, systems and controls will be adequate
to support any future growth. If we are not able to manage growth effectively,
should it occur, the quality of our services, our ability to retain key
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<PAGE>
personnel and our business, operating results and financial condition could be
materially adversely affected.
WE DEPEND ON A FEW KEY EMPLOYEES WHO ARE SKILLED IN E-COMMERCE, PAYMENT
METHODOLOGY AND INTERNET AND OTHER TECHNOLOGIES
Our success depends upon the efforts and ability of our executive officers
and key technical employees who are skilled in e-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
some of our executive officers have employment agreements with us, the loss of
the services of any of our executive officers or other key employees could have
a material adverse effect on our business, operating results and financial
condition.
WE MUST ATTRACT AND RETAIN HIGHLY SKILLED PERSONNEL WITH KNOWLEDGE OF ELECTRONIC
PAYMENTS AND BILL PRESENTMENT AND THE BANKING INDUSTRY
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 and bill presentment technology and knowledge of
the banking industry. Competition for qualified personnel is intense. In
addition, our corporate headquarters location in Portsmouth, New Hampshire may
limit our access to skilled personnel. Any failure to attract, hire or retain
qualified 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 nine months for a salesperson to become fully productive.
We cannot assure you 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.
UNDETECTED BUGS IN OUR SOFTWARE COULD ADVERSELY AFFECT THE PERFORMANCE OF OUR
SOFTWARE AND DEMAND FOR OUR PRODUCTS
Our software products could contain errors or "bugs" that we have not
been able to detect which could adversely affect their performance and reduce
demand for our products. Any defects or errors in new products, such as
NetTransact or BankQuest, or enhancements could harm our customer relationships
and result in negative publicity regarding us and our products, which could have
a material adverse effect on our business, operating results and financial
condition.
OUR BUSINESS COULD BE SUBJECT TO PRODUCT LIABILITY CLAIMS
Because our software and hardware products are designed to provide critical
payment management functions, we may be subject to significant product liability
claims. Our insurance may not be sufficient to cover us against these claims or
may not be available at all. A product liability claim brought against us, even
if not successful, could require us to spend significant time and money in
litigation. As a result, any such claim, whether successful or not, could
seriously damage our reputation and harm our business, operating results and
financial condition.
WE INTEND TO PURSUE STRATEGIC ACQUISITIONS AND OUR BUSINESS COULD BE MATERIALLY
ADVERSELY AFFECTED IF WE FAIL TO ADEQUATELY INTEGRATE ACQUIRED BUSINESSES OR
OTHERWISE REALIZE INTENDED BENEFITS
As part of our overall business strategy, we pursue strategic acquisitions and
from time to time engage in discussions with third parties concerning potential
acquisitions of product lines, technologies and businesses. Any 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:
5
<PAGE>
. 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.
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. However, we cannot assure you that our patents, pending
applications that may be issued in the future, or other intellectual property
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. We cannot assure you that the steps we have taken to
protect our intellectual property rights 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.
WE COULD BECOME SUBJECT TO LITIGATION REGARDING INTELLECTUAL PROPERTY RIGHTS,
WHICH COULD SERIOUSLY HARM OUR BUSINESS
In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. We may be a party to
litigation in the future to protect our intellectual property or as a result of
an alleged infringement of the intellectual property of others. These 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 the infringement claim.
These claims could have a material adverse effect on our business, operating
results and financial condition.
THE MARKET PRICE OF OUR COMMON STOCK HAS EXPERIENCED, AND MAY CONTINUE TO BE
SUBJECT TO, EXTREME PRICE AND VOLUME FLUCTUATIONS
Stock markets in general, and The Nasdaq Stock Market in particular, have
experienced extreme price and volume fluctuations. Broad market fluctuations of
this type may adversely affect the market price of our common stock.
The market price of our common stock has experienced, and may continue to be
subject to extreme fluctuations due to a variety of factors,
including:
. public announcements concerning us, our competitors or our industry;
. fluctuations in operating results;
. introductions of new products or services by us or our competitors;
. adverse developments in patent or other proprietary rights;
. changes in analysts' earnings estimates;
. announcements of technological innovations by our competitors; and
. general and industry-specific business, economic and market conditions.
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<PAGE>
WE MAY INCUR SIGNIFICANT COSTS FROM CLASS ACTION LITIGATION DUE TO THE EXPECTED
VOLATILITY OF OUR COMMON STOCK
In the past, companies that have experienced volatility in the market price
of their stock have been the object of securities class action litigation. If
we were the object of securities class action litigation, we could incur
substantial costs and experience a diversion of our management's attention and
resources and such securities class action litigation could have a material
adverse effect on our business, financial condition and results of operations.
WE MAY EXPERIENCE ACCOUNTING CHARGES IN CONNECTION WITH THE ISSUANCE OF WARRANTS
During the quarter ended June 30, 2000, we incurred a non-cash charge in
connection with the issuance of warrants to a strategic partner and to the
selling shareholder, a subsidiary of United Technologies Corporation. In the
future, we may experience similar accounting charges to the extent we issue
warrants to channel partners or others.
THE FUTURE SALE OF SHARES OF OUR COMMON STOCK MAY NEGATIVELY AFFECT OUR STOCK
PRICE
If our stockholders sell substantial amounts of our common stock, including
shares issuable upon the exercise of outstanding warrants and options to
purchase a total of 2,688,309 shares of our common stock as of August 14, 2000,
the market price of our common stock could fall. These sales also might make it
more difficult for us to sell equity securities in the future at a time and
price that we deem appropriate.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. In some cases you can identify these
statements by forward-looking words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "should," "will," and "would" or similar
words. You should read statements that contain these words carefully because
they discuss future expectations, contain projections of future results of
operations or of financial position or state other "forward-looking"
information. The important factors listed above in the section captioned "Risk
Factors," as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations described in these forward-looking
statements. You should be aware that the occurrence of the events described in
these risk factors and elsewhere in this prospectus could have an adverse effect
on our business, results of operations and financial position.
Any forward-looking statements in this prospectus are not guarantees
of future performance, and actual results, developments and business decisions
may differ from those envisaged by such forward-looking statements, possibly
materially. We disclaim any duty to update any forward-looking statements, all
of which are expressly qualified by the statements in this section.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling stockholder, including any shares sold following the exercise of the
warrant.
The selling stockholder will pay any selling commissions and expenses
incurred by it for brokerage, accounting or tax services or other expenses
incurred by the selling stockholder in disposing of its shares (other than the
reasonable fees and expenses of the selling shareholder's counsel), as well as
any transfer taxes on the shares that it sells. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including, without limitation, all registration and filing
fees, Nasdaq listing fees, fees and expenses of our counsel, fees of our
accountants, blue sky fees and expenses and reasonable fees and expenses of
counsel of the selling stockholder.
SELLING STOCKHOLDER
The following table sets forth the number of shares beneficially owned by
the selling stockholder. Beneficial ownership is calculated based on
requirements of the Securities and Exchange Commission and is not necessarily
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<PAGE>
indicative of beneficial ownership for any other purpose. Shares of common stock
issuable under the common stock purchase warrant that is currently exercisable
are deemed outstanding for computing the percentage of ownership of the selling
stockholder. The selling stockholder's parent company, United Technologies
Corporation, licenses Bottomline's NetTransact software. Aside from this
license, the selling stockholder has not had a material relationship with
Bottomline within the past three years other than as a result of the ownership
of the shares described in the table below. No estimate can be given as to the
amount of shares covered by this prospectus that will be held by the selling
stockholder after completion of this offering because the selling stockholder
may offer all or some of the shares and because there currently are no
agreements, arrangements or understandings with respect to the sale of any of
the shares. However, for purposes of this table, we have assumed that, after
completion of the offering, none of the shares covered by this prospectus will
be held by the selling stockholder. The shares offered by this prospectus may be
offered from time to time by the selling stockholder named below.
<TABLE>
<CAPTION>
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Name of Selling stockholder Number of Shares Percent of Number of Shares
Beneficially Owned Outstanding Registered for Sale
as of August 14, 2000 Shares of Hereby (1)
Common Stock
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nevada Bond Investment Corp. II 615,774 (2) 5.5 615,774 (2)
(a subsidiary of United Technologies
Corporation)
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also shall cover any additional shares of
common stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock split, stock dividend or similar transaction,
as well as any additional shares of common stock which may be issued pursuant to
anti-dilution provisions applicable to the common stock purchase warrant.
(2) Includes 307,882 shares of common stock issuable pursuant to a common stock
purchase warrant which is currently exercisable.
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<PAGE>
PLAN OF DISTRIBUTION
We are registering 615,764 shares on behalf of the selling stockholder. We
issued the shares of common stock covered by this prospectus, and the common
stock purchase warrant pursuant to which shares covered by this prospectus are
issuable, in a private placement. The term "selling stockholder" includes
pledgees, donees, transferees or other successors-in-interest selling the shares
covered by this prospectus received from such selling stockholder as a gift,
partnership distribution or other non-sale-related transfer after the date of
this prospectus. The selling stockholder may sell the shares covered by this
prospectus from time to time. The selling stockholder will act independently of
us in making decisions with respect to the timing, manner and size of each sale.
However, the shares are subject to a lock-up pursuant to which the selling
shareholder may not, directly or indirectly, sell, offer to sell, contract to
sell, grant any option or warrant for the sale or purchase of, pledge, or
otherwise dispose of any of the shares until September 9, 2000. After such date
and until December 9, 2000, 66% of the shares shall continue to be subject to
lock-up. After December 9, 2000 and until March 9, 2001, 33% of the shares shall
continue to be subject to lock-up. After March 9, 2001, none of the shares will
be subject to lock-up. The sales of the shares may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling stockholder may effect such transactions by
selling the shares covered by this prospectus to or through broker-dealers or
directly to purchasers (in the event of a private sale). The shares may be sold
by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus,
- an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholder may arrange for other broker-
dealers to participate in the resales.
The selling stockholder may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholder. The
selling stockholder may also sell shares short and redeliver the shares to close
out such short positions. The selling stockholder may enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the shares. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The selling stockholder also may loan or
pledge the shares to a broker-dealer. The broker-dealer may sell the shares so
loaned, or upon a default the broker-dealer may sell the pledged shares pursuant
to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder. Broker-
dealers or agents may also receive compensation from the purchasers of the
shares for whom they act as agents or to whom they sell as principals, or both.
Usual and customary brokerage fees will be paid by the selling stockholder.
Broker-dealers or agents and any other participating broker-dealers or the
selling stockholder may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
9
<PAGE>
underwriting discounts or commissions under the Securities Act. Because the
selling stockholder may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, the selling stockholder will be subject to
the prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
The selling stockholder may sell the shares only through registered or
licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states the shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to Bottomline's common stock for a
specified period prior to the commencement of such distribution. In addition,
the selling stockholder will be subject to applicable provisions of the Exchange
Act and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling stockholder. Bottomline will make
copies of this prospectus available to the selling stockholder and has informed
the selling stockholder of the need for delivery of copies of this prospectus to
purchasers at or prior to the time of any sale of the shares.
Bottomline will file a supplement to this prospectus, if required, pursuant
to Rule 424(b) under the Securities Act upon being notified by the selling
stockholder that any material arrangement has been entered into with a broker-
dealer for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer. Such
supplement will disclose:
- the name of the selling stockholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, and
- other facts material to the transaction.
The selling stockholder will bear all underwriting discounts and selling
commissions, if any, attributable to the sales of the shares. The selling
stockholder may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The selling stockholder
has agreed to indemnify certain persons, including underwriters, against certain
liabilities in connection with the offering of the shares, including liabilities
arising under the Securities Act.
We have agreed with the selling stockholder to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (i) such time as all of the shares covered by this prospectus have
10
<PAGE>
been disposed of pursuant to the Registration Statement, (ii) with respect to
the 307,882 shares of common stock issued to the selling shareholder on June 9,
2000, until March 9, 2003, (iii) with respect to the 307,882 shares of common
stock issuable upon exercise of the common stock purchase warrant, the date two
years from the date that the warrant has been exercised in full, (iv) such time
as all of the shares covered by this prospectus have been sold pursuant to Rule
144 of the Securities Act, (v) such time as all of the shares covered by this
prospectus cease to be outstanding, or (vi) such time as all of the shares
covered by this prospectus have been transferred in a transaction in which the
selling shareholder's rights and obligations under the investor rights agreement
between Bottomline and the selling shareholder were not assigned in accordance
with that agreement.
LEGAL MATTERS
The validity of the common stock being offered has been passed upon for us
by Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The financial statements and schedule of Bottomline Technologies (de), Inc.
appearing in Bottomline Technologies (de), Inc.'s annual report (Form 10-K) at
June 30, 1999 and for the year then ended have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements and schedule are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
RECENT DEVELOPMENTS
On August 9, 2000 Bottomline announced its quarterly and annual results for
the quarter and year ended June 30, 2000. Revenues for the quarter ended June
30, 2000 were $15.4 million, a 44% increase over the fourth quarter of fiscal
1999. Software license fees were $8.2 million, a 92% increase over the fourth
quarter of fiscal 1999. The net loss for the quarter ended June 30, 2000 was
$11.5 million or $1.05 per share. Revenues for the year ended June 30, 2000 were
$49.1 million and included software license fees of $19.5 million. The net loss
for the year ended June 30, 2000 was $14.3 million or $1.33 per share.
Included in the net loss for the quarter and year ended June 30, 2000
was a charge of $11.9 million associated with warrants to purchase common stock
issued to a strategic partner and to a subsidiary of United Technologies
Corporation. In addition, in the quarter and year ended June 30, 2000,
Bottomline had charges for amortization of acquisition related intangibles of
$880,000 and $2.3 million, respectively. Also, in the year ended June 30, 2000,
the Company had a charge for in-process research and development associated with
its acquisition which totaled $3.9 million.
During the quarter ended June 30, 2000, Bottomline sold common stock and
warrants to a subsidiary of United Technologies Corporation for cash of
approximately $10 million. This subsidiary is the selling shareholder.
Pro forma net income for the fourth quarter, excluding infrequent charges
and acquisition-related amortization, was $1.0 million. On a diluted basis, pro
forma earnings per share were $0.09. In connection with the issuance of the
warrants described above, the Company recorded an infrequent non-cash charge of
$11.9 million. Operating expenses recorded during the fourth quarter also
included $880,000 of amortization of acquisition-related intangible assets.
Pro forma net income for the fiscal year ended June 30, 2000, excluding
infrequent charges and acquisition-related amortization, was $1.5 million. On a
diluted basis, pro forma earnings per share for the fiscal year were $0.13.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and special reports, proxy statements, and other
information with the SEC. You can read our Securities and Exchange Commission
filings, including the registration statement, over the Internet at the
Securities and Exchange Commission 's web site at HTTP://WWW.SEC.GOV. You may
also read and copy any document we file with the Securities and Exchange
Commission at its public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the Securities
and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the operation of the public reference facilities.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. The registration statement contains more
information than this prospectus regarding us and our common stock, including
certain exhibits and schedules. You can obtain a copy of the registration
statement from the Securities and Exchange Commission at the address listed
above or from its Internet web site.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" certain information we file with them, which means that we can
disclose important information to you by referring you to those documents. We
incorporate by reference the documents listed below and any future filings made
by us with the Securities and Exchange Commission under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act until the selling stockholder sells all of the
securities that we have registered in this prospectus. Information that we file
later with the Securities and Exchange Commission will automatically update and
supersede this information.
We have incorporated by reference into this prospectus the following
documents we filed with the Securities and Exchange Commission:
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<PAGE>
(i) the Annual Report on Form 10-K for the fiscal year ended June 30,
1999,
(ii) the Current Report on Form 8-K filed on November 9, 1999, and
(iii) the Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 1999, December 31, 1999 and March 31,
2000, and
(iv) the description of the common stock contained in our
Registration Statement on Form 8-A dated January 12, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Bottomline Technologies (de), Inc., 155
Fleet Street, Portsmouth, New Hampshire 03801, (603) 436-0700.
12
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be incurred by us in
connection with the registration of the securities being registered hereby, all
of which will be borne by us except any underwriting discounts and commissions
and expenses incurred by the selling stockholder for brokerage, accounting or
tax services or any other expenses incurred by the selling stockholder in
disposing of the shares (other than the reasonable fees and expenses of the
selling shareholder's counsel).
<TABLE>
<S> <C>
SEC Registration Fee .................................. $ 4,288
Accounting Fees and Expenses .......................... 13,000
Legal Fees and Expenses................................ 20,000
Transfer Agent Fees.................................... 0
Printing Fees ......................................... 1,000
Miscellaneous Expenses ................................ 0
-------
Total ................................................. $38,288
=======
-- *All fees are estimates
</TABLE>
ITEM 15. 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 Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
II-1
<PAGE>
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.
ITEM 16. EXHIBITS
Exhibit No. Description
----------- -----------
4.1* Amended and Restated Certificate of Incorporation of the
Registrant
4.2* Amended and Restated By-laws of the Registrant
4.3* Specimen Certificate for Shares of Common Stock, $.001 par
value per share, of the Registrant.
4.4 Stock Purchase Agreement by and among the Registrant and
Nevada Bond Investment Corp. II, dated June 9, 2000.
4.5 Investor Rights Agreement by and among the Registrant and
Nevada Bond Investment Corp. II, dated June 9, 2000.
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hale and Dorr LLP (included in the opinion of
Hale and Dorr LLP filed in Exhibit 5.1 hereto)
24 Power of Attorney (included on Page II-4 of this
registration statement)
_____________
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-67309).
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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<PAGE>
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement, or the most recent post-effective amendment thereof,
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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 foregoing provisions 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
therefore is 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 that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement 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.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portsmouth, State of New Hampshire, as of this 15th
day of August, 2000.
BOTTOMLINE TECHNOLOGIES (de), INC.
(Registrant)
By: /s/ Daniel M. McGurl
------------------------
Daniel M. McGurl
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Bottomline Technologies (de),
Inc., hereby severally constitute Daniel M. McGurl, Robert A. Eberle and John A.
Burgess, Esq., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-3 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Bottomline Technologies (de), Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this 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, President and August 15, 2000
--------------------------
Daniel M. McGurl Chief Executive Officer (Principal
Executive Officer)
/s/ Robert A. Eberle Executive Vice President, Chief August 15, 2000
--------------------------
Robert A. Eberle Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
/s/ Joseph L. Mullen Executive Vice President, Operations August 15, 2000
--------------------------
Joseph L. Mullen and Director
/s/ James L. Loomis Senior Executive Advisor and Director August 15, 2000
--------------------------
James L. Loomis
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Joseph L. Barry, Jr. Director August 15, 2000
--------------------------
Joseph L. Barry, Jr.
/s/ Dianne Gregg Director August 15, 2000
--------------------------
Dianne Gregg
/s/ James W. Zilinski Director August 15, 2000
--------------------------
James W. Zilinski
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1* Amended and Restated Certificate of Incorporation of the Registrant
4.2* Amended and Restated By-laws of the Registrant
4.3* Specimen Certificate for Shares of Common Stock, $.001 par value per
share, of the Registrant.
4.4 Stock Purchase Agreement by and among the Registrant and Nevada Bond
Investment Corp. II, dated June 9, 2000.
4.5 Investor Rights Agreement by and among the Registrant and Nevada Bond
Investment Corp. II, dated June 9, 2000.
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hale and Dorr LLP (included in the opinion of Hale and Dorr
LLP filed in Exhibit 5.1 hereto)
24 Power of Attorney (included on Page II-4 of this registration
statement)
--------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-67309).
