Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1 to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 14, 2009
Bottomline
Technologies (de), Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-25259
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02-0433294
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||
(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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325
Corporate Drive, Portsmouth, New Hampshire
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03801
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (603) 436-0700
Not
Applicable.
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note 2
This
Current Report on Form 8-K/A is filed as Amendment No. 2 to the Current
Report on Form 8-K as filed by Bottomline Technologies (de), Inc. (the
“Registrant” or the “Company”) on September 14, 2009. This Amendment No. 2
is being filed to appropriately display Exhibit 99.2,
which inadvertently included other information in the original
filing. Except as
described in the immediately preceding sentence, all other disclosures contained
in the Form 8-K filed on September 14, 2009 as amended by Amendment No. 1
and all exhibits thereto are not amended hereby in any manner.
Explanatory
Note 1
This
Current Report on Form 8-K/A is filed as an amendment to the Current Report on
Form 8-K filed by Bottomline Technologies (de), Inc. (the “Registrant” or the
“Company”) on September 14, 2009. The Amendment No. 1 is being filed to include
the financial information required under Item 9.01 that was previously
omitted in accordance with Item 9.01(a) and Item 9.01(b).
Historical
audited financial statements of an acquired business are required if the
acquisition exceeds certain quantitative tests of
significance. PayMode represents a significant acquisition, at a
level requiring one year of historical audited financial
statements. The Company has concluded that it is impracticable to
prepare full financial statements of PayMode and instead has furnished a
statement of assets sold and a statement of revenues and direct expenses of
PayMode for the period for which audited financial information is
required. These financial statements are included at Exhibit
99.2.
The
conclusion that it was impracticable to prepare full historical financial
statements for PayMode was based on a number of factors, including:
·
|
PayMode
was neither a separate legal entity nor an entity that had been subject to
discrete financial reporting within Bank of America. On a
historical basis, separate financial statements for PayMode had never been
prepared.
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·
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Bank
of America did not maintain separate administrative support functions,
such as for finance, treasury, tax and legal, for PayMode; these functions
were provided by the Bank at the corporate
level.
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·
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Certain
corporate level expenses, such as interest and income taxes, had never
been allocated to PayMode.
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In
addition to the conclusion that full financial statements were impracticable,
the Company believes that the historical financial information that follows is a
more meaningful financial reporting alternative than full financial statements
since it provides information that is specific to the operation of
PayMode.
Item
9.01 of the aforementioned Current Report on Form 8-K is hereby amended to read
as follows:
Item 9.01.
Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
audited statements of assets sold and revenues and direct expenses of PayMode as
of and for the year ended December 31, 2008 are filed as Exhibit 99.2
hereto and incorporated herein by reference.
(b)
Pro forma Financial Information.
The
unaudited pro forma condensed combined financial information with respect to the
transaction described in Item 2.01 is filed as Exhibit 99.3 hereto and
incorporated herein by reference.
(d)
Exhibits.
Exhibit No.
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Description
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2.1†
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Asset
Purchase Agreement, dated as of August 5, 2009 between the Registrant and
Bank of America, N.A.
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23.1
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Consent
of PricewaterhouseCoopers LLP, independent registered public accounting
firm.
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99.1*
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Press
Release dated August 5, 2009.
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99.2
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Audited
statements of assets sold and revenues and direct expenses of PayMode as
of and for the year ended December 31, 2008.
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99.3
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Unaudited
pro forma condensed combined financial information of the
Registrant.
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†Previously
filed as an exhibit to the Quarterly Report on Form 10-Q on November 9,
2009.
*Previously
filed as an exhibit to the Current Report on Form 8-K on August 6,
2009.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BOTTOMLINE TECHNOLOGIES (de), INC | |||
Date:
November 24,
2009
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By:
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/s/ Kevin Donovan | |
Kevin
Donovan
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|||
Chief
Financial Officer and
Treasurer
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EXHIBIT
INDEX
Exhibit No.
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Description
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2.1†
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Asset
Purchase Agreement, dated as of August 5, 2009 between the Registrant and
Bank of America, N.A.
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23.1
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Consent
of PricewaterhouseCoopers LLP, independent registered public accounting
firm.
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99.1*
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Press
Release dated August 5, 2009.
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99.2
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Audited
statements of assets sold and revenues and direct expenses of PayMode as
of and for the year ended December 31, 2008.
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99.3
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Unaudited
pro forma condensed combined financial information of the
Registrant.
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†Previously
filed as an exhibit to the Quarterly Report on Form 10-Q on November 9,
2009.
*Previously
filed as an exhibit to the Current Report on Form 8-K on August 6,
2009.