Edgar Filing: BOTTOMLINE TECHNOLOGIES INC /DE/

BOTTOMLINE TECHNOLOGIES (de), INC

Date: October 1, 2012

/s/ Eric K. Morgan

Eric K. Morgan

Vice President, Global Controller

Form 8-K Amendment No. 1

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 11, 2012

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))

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

On September 11, 2012, Bottomline Technologies (de), Inc. (the “Registrant” or “Bottomline”) completed its previously announced acquisition of Albany Software, Ltd. (“Albany”), a UK based corporation. Bottomline acquired, through a UK subsidiary, all of the outstanding share capital of Albany from Albany’s stockholders in exchange for a cash payment of £20 million (approximately $32 million based on current exchange rates).

The Registrant has determined, using the tests set forth in Rule 3-05 of Regulation S-X, that the acquisition of Albany is not a significant acquisition and therefore, the Registrant is not required to file, and will not file, the historical audited financial statements of Albany referred to under Item 9.01 of the Form 8-K.

(b) Pro Forma Financial Information.

The Registrant has determined, using the tests set forth in Rule 3-05 of Regulation S-X, that the acquisition of Albany is not a significant acquisition and therefore, the Registrant is not required to file, and will not file, the pro forma financial information related to the acquisition of Albany referred to under Item 9.01 of the Form 8-K.

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.