UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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): September 18, 2008
Bottomline
Technologies (de), Inc.
(Exact
Name of Registrant as Specified in Charter)
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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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 18, 2008, the compensation
committee of the board of directors of Bottomline Technologies (de), Inc.
(“Bottomline”) reviewed the compensation plan for Robert A. Eberle,
President and Chief Executive Officer, and Peter S. Fortune, Chief Operating
Officer and President of Bottomline Europe, and approved the plan, based on
the same methodology used in prior years, for the fiscal year ended June
30, 2009. The bonus plan provides for the payment of cash bonuses of
up to 120% of base salary for Mr. Eberle 100% of base salary for
Mr. Fortune based upon the achievement of revenue and operating income
targets established by the committee and the achievement of key management
objectives. The cash bonuses are based on a percentage of base
compensation and are intended to be measured and paid quarterly, with an
opportunity for review of the overall bonus at year
end. Determinations regarding the bonuses are at the discretion of
the committee.
Also on September 18, 2008, Bottomline
entered into a letter agreement (the “Letter Agreement”), effective as of
September 18, 2008, with Joseph L. Mullen, the Chairman of the Board of
Directors of Bottomline. The Letter Agreement supersedes the letter
agreement dated November 18, 2006 between Bottomline and Mr.
Mullen. It also supersedes the Amended and Restated Employment
Agreement, dated as of November 21, 2002, as amended (the “Employment
Agreement”), between Bottomline and Mr. Mullen, except that, as was also the
case with the letter agreement dated November 18, 2006, should Mr. Mullen’s
engagement with Bottomline be terminated in the manner described in Section 6.2,
6.3 or 6.4 of the Employment Agreement and pursuant to the terms of such
provision, Section 6.5 of the Employment Agreement would have applied, Mr.
Mullen generally will have a period of two years (or the remainder of the
applicable option term if less than two years) after the date of such
termination to exercise his Bottomline stock options. In addition,
the provisions of Section 16 of the Employment Agreement, relating to taxes,
will remain in effect through November 21, 2011.
Under the terms of the Letter
Agreement, the Company will retain Mr. Mullen’s services for (a) $125,000 per
year for the period beginning on November 16, 2008 and ending on November 16,
2009 and (b) $100,000 per year for each year during the period beginning on
November 17, 2009 and ending on November 16, 2011, at which time Mr. Mullen’s
role and services will be re-evaluated. In the event that, prior to
November 21, 2011, a change of control (as defined in the Employment Agreement)
occurs, Mr. Mullen’s right to exercise his unvested stock options will become
immediately exercisable in full and all vesting restrictions applicable to
restricted stock awards will lapse in full. Under the agreement, Mr.
Mullen is also eligible to be reimbursed by Bottomline for reasonable business
expenses and, until he reaches age 65, to participate in Bottomline’s
health insurance plan.
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.
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Bottomline Technologies (de),
Inc. |
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By:
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/s/ Kevin
Donovan |
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Kevin
Donovan
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Chief
Financial Officer and Treasurer
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