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): October 13, 2006
Bottomline Technologies (de), Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-25259 | 02-0433294 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 325 Corporate Drive, Portsmouth, New Hampshire | 03801 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
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 October 18, 2006. The amendment is being filed to include the financial information required under Item 9.01 that was previously omitted in accordance with Item 9.01(a)(4) and Item 9.01(b)(2).
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of FormScape Group Limited as of April 30, 2006 and 2005 and for the years then ended are filed as Exhibit 99.3 hereto and incorporated herein by reference.
The unaudited financial statements of FormScape Group Limited as of July 31, 2006 and for the three months ended July 31, 2006 and 2005 are filed as Exhibit 99.4 hereto and incorporated herein by reference.
(b) Pro forma Financial Information.
The unaudited pro forma condensed combined financial information is filed as Exhibit 99.5 hereto and incorporated herein by reference.
(d) Exhibits.
| 23.1 | Consent of PKF, Certified Public Accountants, A Professional Corporation, independent auditors | |
| 99.1* | Share Purchase Agreement, dated as of October 13, 2006, between the Sellers (as defined therein), Bottomline Technologies Limited and the Registrant | |
| 99.2* | Press Release issued by the Registrant on October 16, 2006 | |
| 99.3 | Audited financial statements of FormScape Group Limited as of April 30, 2006 and 2005 and for the years then ended | |
| 99.4 | Unaudited financial statements of FormScape Group Limited as of July 31, 2006 and for the three months ended July 31, 2006 and 2005 | |
| 99.5 | Unaudited pro forma condensed combined financial information of the Registrant | |
*Previously filed as an exhibit to the Current Report on Form 8-K filed on October 18, 2006.
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: December 22, 2006 | By: | /s/ Kevin Donovan | ||
| Kevin Donovan Chief Financial Officer and Treasurer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 | Consent of PKF, Certified Public Accountants, A Professional Corporation, independent auditors | |
| 99.1* | Share Purchase Agreement, dated as of October 13, 2006, between the Sellers (as defined therein), Bottomline Technologies Limited and the Registrant | |
| 99.2* | Press Release issued by the Registrant on October 16, 2006 | |
| 99.3 | Audited financial statements of FormScape Group Limited as of April 30, 2006 and 2005 and for the years then ended | |
| 99.4 | Unaudited financial statements of FormScape Group Limited as of July 31, 2006 and for the three months ended July 31, 2006 and 2005 | |
| 99.5 | Unaudited pro forma condensed combined financial information of the Registrant | |
*Previously filed as an exhibit to the Current Report on Form 8-K filed on October 18, 2006.