SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 8, 2002
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Bottomline Technologies (de), Inc.
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(Exact name of Registrant as Specified in Its Charter)
Delaware 000-25259 02-0433294
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(State or Other Jurisdiction of (Commission (I.R.S. Employer Identification No.)
Incorporation) File Number)
155 Fleet Street, Portsmouth, New Hampshire 03801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 436-0700
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On January 8, 2002, Bottomline Technologies (de), Inc. (the "Registrant")
entered into a stock purchase agreement with General Atlantic Partners, LLC,
("General Atlantic") a private equity investment firm focused exclusively on
investing in information technology businesses. The closing date of this
transaction was January 15, 2002. General Atlantic paid $22.3 million for 2.7
million shares, 2.1 million of which were newly issued shares sold by the
Registrant. The balance of the shares were sold in equal amounts by the
Registrant's founders, Daniel McGurl and James Loomis. Pursuant to the terms of
the transaction, the Registrant entered into a registration rights agreement
dated January 15, 2002 with General Atlantic and a partner designee of General
Atlantic joined the Registrant's board of directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The Exhibits filed as part of this Current Report on Form 8-K are listed
on the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index are
being filed as exhibits herewith.
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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, thereunto duly authorized.
Bottomline Technologies (de), Inc.
Date: January 15, 2002 By: /s/ Robert A. Eberle
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Robert A. Eberle
Executive Vice President,
Chief Operating Officer,
Chief Financial Officer and Secretary
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Exhibit
Number Description
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4.1* Registration Rights Agreement, dated January 15, 2002, among Bottomline
Technologies (de), Inc., General Atlantic Partners 74, L.P., GAP
Coinvestment Partners II, L.P., GapStar, LLC and GAPCO GmbH & Co. KG.
10.1* Stock Purchase Agreement, dated January 8, 2002, by and among Bottomline
Technologies (de), Inc., General Atlantic Partners 74, L.P., GAP
Coinvestment Partners II, L.P., GapStar, LLC, GAPCO GmbH & Co. KG and the
Stockholders named on Schedule I thereto.
99.1 Press release dated January 9, 2002.
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* Certain exhibits and schedules to this agreement were omitted by the
Registrant. The Registrant agrees to furnish any exhibit or schedule to
this agreement supplementally to the Securities and Exchange Commission
upon written request.
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