Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50810
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 28, 2000)
BOTTOMLINE TECHNOLOGIES (de), INC.
1,137,518 SHARES OF COMMON STOCK
__________________
The information in this prospectus supplement concerning the selling
stockholders supplements the statements set forth under the caption "Selling
Stockholders" in the prospectus. This prospectus supplement should be read in
conjunction with the prospectus, which is required to be delivered with this
prospectus supplement.
__________________
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 3 of the prospectus.
__________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
__________________
SELLING STOCKHOLDERS
The shares of common stock covered by this prospectus consist of 1,137,518
shares of common stock issued in connection with our acquisition of Checkpoint
(Holdings) Limited on August 28, 2000.
The following table sets forth the number of shares beneficially owned by
the selling stockholders. Beneficial ownership is calculated based on
requirements of the Securities and Exchange Commission and is not necessarily
indicative of beneficial ownership for any other purpose. Peter Fortune is Chief
Executive and a director of our wholly-owned subsidiary Checkpoint (Holdings)
Limited a company incorporated in England and Wales. Stephen Cutler is Finance
Director of Checkpoint (Holdings) Limited. Aside from these relationships, and
the relationships set forth in the table below, the selling stockholders have
not had a material relationship with Bottomline within the past three years
other than as a result of the ownership of the shares described in the table
below. No estimate can be given as to the amount of shares covered by this
prospectus that will be held by the selling stockholders after completion of
this offering because the selling stockholders may offer all or some of the
shares and because there currently are no agreements, arrangements or
understandings with respect to the sale of any of the shares. However, for
purposes of this table, we have assumed that, after completion of the offering,
none of the shares covered by this prospectus will be held by the selling
stockholders. The shares offered by this prospectus may be offered from time to
time by the selling stockholders named below.
Percent of
Outstanding
Number of Number of Shares Shares of Number of Shares Percent of
Shares Beneficially Owned Common Stock as Beneficially Outstanding Shares
Registered for as of November 24, of November 24, Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) 2000 (2) 2000 (%) Offering (2) After Offering (%)
--------------------------- --------------- -------- -------- ------------ ------------------
Andrew Colin McCallum*** 79,520 114,972(3) * 25,851(10) *
Catherine McCallum+ 5,336 114,972(3) * 25,851(10) *
Danielle McCallum+ 853 114,972(3) * 25,851(10) *
Oliver Glenn**+ 853 114,972(3) * 25,851(10) *
Andrew Colin McCallum and 853 114,972(3) * 25,851(10) *
Catherine McCallum as Trustees of
Charlotte McCallum++
Andrew Colin McCallum and 853 114,972(3) * 25,851(10) *
Catherine McCallum as Trustees of
Ashleigh Glenn++
Richard McCallum+ 853 114,972(3) * 25,851(10) *
Christopher Wilson Peck***+++ 13,875 22,267(4) * 5,191(11) *
Tracy Jane Peck** 3,201 22,267(4) * 5,191(11) *
Rowan Nominees Limited c/o 682,661 962,300(5) 6.9 222,660(12) 1.6
Mercury Asset Management Limited
Bank of New York Nominees Limited 94,349 94,349 * 0 *
Rowan Nominees Limited a/c RR c/o 56,979 962,300(5) 6.9 222,660(12) 1.6
Mercury Asset Management Limited
Peter Kenneth Rooke*** 62,494 98,273(6) * 21,957(13) *
Pamela Rooke***+ 6,912 98,273(6) * 21,957(13) *
Peter Kenneth Rooke and Pamela 2,304 98,273(6) * 21,957(13) *
Rooke as Trustees of Thomas Penn
Rooke++
Simon Thomas Peter Rooke+ 2,303 98,273(6) * 21,957(13) *
James Daniel Wood+ 2,303 98,273(6) * 21,957(13) *
2
Percent of
Outstanding
Number of Number of Shares Shares of Number of Shares Percent of
Shares Beneficially Owned Common Stock as Beneficially Outstanding Shares
Registered for as of November 24, of November 24, Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) 2000 (2) 2000 (%) Offering (2) After Offering (%)
--------------------------- --------------- -------- -------- ------------ ------------------
Peter Stanley Fortune***+++ 27,393 44,531(7) * 10,380(14) *
Joanne Barbara Fortune+ 5,336 44,531(7) * 10,380(14) *
Peter Stanley Fortune and 711 44,531(7) * 10,380(14) *
Joanne Barbara Fortune as
Trustees of Harriet Joanne
Louise Fortune++
Peter Stanley Fortune and 711 44,531(7) * 10,380(14) *
Joanne Barbara Fortune as
Trustees of James Peter
Matthew Fortune++
Stephen Joseph Cutler***+++ 9,605 16,700(8) * 3,894(15) *
Kathryn Elizabeth Cutler+ 3,201 16,700(8) * 3,894(15) *
John A. Clarke*** 12,807 16,700 * 3,893 *
John Christopher Shore** 3,329 4,342 * 1,013 *
Sharon Taylor** 2,049 2,672 * 623 *
Kevin Michael Hart** 2,049 2,672 * 623 *
Paul John Fannon**+++ 4,098 8,239(9) * 1,921(16) *
Timothy Roger John Miller** 2,049 2,672 * 623 *
Simon Turley** 2,049 2,672 * 623 *
Stewart James Miller** 2,049 2,672 * 623 *
Nigel Kevin Savory**+++ 6,318 8,239 * 1,921 *
David Graham Campion** 853 1,113 * 260 *
Martin John Weller** 853 1,113 * 260 *
Simon Morton** 853 1,113 * 260 *
Ian George Whitney** 597 779 * 182 *
Simon David Josephs** 597 779 * 182 *
3
Percent of
Outstanding
Number of Number of Shares Shares of Number of Shares Percent of
Shares Beneficially Owned Common Stock as Beneficially Outstanding Shares
Registered for as of November 24, of November 24, Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) 2000 (2) 2000 (%) Offering (2) After Offering (%)
--------------------------- --------------- -------- -------- ------------ ------------------
Robert Bailey** 597 779 * 182 *
Edward Charles Adshead-Grant** 853 1,113 * 260 *
Paul Lee Simpson** 597 779 * 182 *
Ian Frank Armstrong** 597 779 * 182 *
Simon John Huntley** 597 779 * 182 *
Keith William Adams** 515 672 * 157 *
Margaret Luzanycia** 1,543 2,013 * 470 *
Steven Andrew Crosson-Smith** 782 1,021 * 239 *
Michael Hassan** 683 891 * 208 *
Sally Joy Bailey** 142 186 * 44 *
Alistair Ian McQuade** 597 779 * 182 *
Paul Christopher Gordon** 142 186 * 44 *
Simon Collinson** 597 779 * 182 *
Alister James Humphreys** 597 779 * 182 *
Edward Pryor** 142 186 * 44 *
Richard James Harris** 597 779 * 182 *
Peter John Dale** 142 186 * 44 *
Anthony Steven White** 355 464 * 109 *
Ian Raymond Wheeler** 597 779 * 182 *
Nathan Jackson** 177 232 * 55 *
Richard Alan Dewar** 177 232 * 55 *
Ryan Jackson** 177 232 * 55 *
4
Percent of
Outstanding
Number of Number of Shares Shares of Number of Shares Percent of
Shares Beneficially Owned Common Stock as Beneficially Outstanding Shares
Registered for as of November 24, of November 24, Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) 2000 (2) 2000 (%) Offering (2) After Offering (%)
--------------------------- --------------- -------- -------- ------------ ------------------
Douglas Wilkinson** 427 557 * 130 *
Lisa Kathryn Jackson** 177 232 * 55 *
Paul Candahar Nott** 142 185 * 43 *
Ian Greville Jones** 142 185 * 43 *
Andrew Peter Ryan** 142 185 * 43 *
Philip Taylor** 427 557 * 130 *
Patrick Lawrence Reeves** 142 185 * 43 *
Peter Michael Phillips** 142 185 * 43 *
Richard Gordon Machin** 142 185 * 43 *
David Charles Jewell** 355 464 * 109 *
Richard David Hatton** 142 186 * 44 *
Michelle Lees** 89 116 * 27 *
Julie Mary McGuire** 142 186 * 44 *
Kerry Elizabeth Jones** 142 186 * 44 *
Candace Melanie Pridgeon** 142 186 * 44 *
Ceri Elizabeth Hancox** 89 116 * 27 *
Zoe Ann Kirby** 89 116 * 27 *
Carlos Hugh Esperanca** 107 140 * 33 *
Clive Kenneth Griffiths** 107 140 * 33 *
Mark John Overton** 107 140 * 33 *
Andrew Tather** 107 140 * 33 *
Richard Alan Baldock** 107 140 * 33 *
Tim Ager** 89 116 * 27 *
5
Percent of
Outstanding
Number of Number of Shares Shares of Number of Shares Percent of
Shares Beneficially Owned Common Stock as Beneficially Outstanding Shares
Registered for as of November 24, of November 24, Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) 2000 (2) 2000 (%) Offering (2) After Offering (%)
--------------------------- --------------- -------- -------- ------------ ------------------
Philip David Charnick** 142 186 * 44 *
Benjamin Toby Clacy** 89 116 * 27 *
Elaine Duncan** 142 186 * 44 *
Harvey Durrant** 142 186 * 44 *
Janet Edwina Mary Hester** 142 186 * 44 *
Wayne Jones** 142 186 * 44 *
James Richard Malyon** 542 707 * 165 *
Alexis McArdle** 142 186 * 44 *
Richard Anthony Parry** 355 464 * 109 *
Gareth Rory Priest** 597 779 * 182 *
Andrew James Scarborough** 89 116 * 27 *
Matthew Andrew Shaw** 89 116 * 27 *
Anthony James Skinner** 427 557 * 130 *
Christopher John Conway*** 12,807 16,700 * 3,893 *
Wendy Crosson Smith* 427 557 * 130 *
Anna Elizabeth Webb** 115 150 * 35 *
Vanda Jane Fannon**+ 2,220 8,239(9) * 1,921(16) *
----------
* Less than one percent.
** Employed by Checkpoint either currently or within the past three years.
*** Former director of Checkpoint or one of its subsidiaries and employed by
Checkpoint either currently or within the past three years.
+ Immediate family member of individual(s) employed by Checkpoint either
currently or within the past three years.
++ Trustee has been employed by Checkpoint within the past three years.
+++ Current director of Checkpoint or one of its subsidiaries.
(1) This registration statement also shall cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock split, stock dividend or similar
transaction.
6
(2) Includes 100,000 shares of common stock issuable pursuant to common stock
purchase warrants that are currently exercisable.
(3) Includes (a) 102,449 shares held by Andrew Colin McCallum, (b) 6,958 shares
held by Catherine McCallum, (c) 1,113 shares held by Danielle McCallum, (d)
1,113 shares held by Oliver Glenn, (e) 1,113 shares held by Andrew Colin
McCallum and Catherine McCallum as Trustees of Charlotte McCallum, (f)
1,113 shares held by Andrew Colin McCallum and Catherine McCallum as
Trustees of Ashleigh McCallum and (g) 1,113 shares held by Richard
McCallum. The selling stockholder disclaims beneficial ownership of such
shares other than those held by the selling stockholder (other than any
shares held by the selling shareholder as trustee).
(4) Includes (a) 18,092 shares held by Christopher Wilson Peck and (b) 4,175
shares held by Tracy Jane Peck. The selling stockholder disclaims
beneficial ownership of such shares other than those held by the selling
stockholder.
(5) Includes (a) 890,132 shares held by Rowan Nominees Limited c/o Mercury
Asset Management Limited and (b) 72,168 shares held by Rowan Nominees
Limited a/c RR c/o Mercury Asset Management Limited. The selling
stockholder disclaims beneficial ownership of such shares other than those
held by the selling stockholder.
(6) Includes (a) 80,247 shares held by Peter Kenneth Rooke, (b) 9,013 shares
held by Pamela Rooke, (c) 3,005 shares held by Peter Kenneth Rooke and
Pamela Rooke as Trustees of Thomas Penn Rooke, (d) 3,004 shares held by
Simon Thomas Peter Rooke and (e) 3,004 shares held by James Daniel Wood.
The selling stockholder disclaims beneficial ownership of such shares other
than those held by the selling stockholder (other than any shares held by
the selling shareholder as trustee).
(7) Includes (a) 35,719 shares held by Peter Stanley Fortune, (b) 6,958 shares
held by Joanne Barbara Fortune, (c) 927 shares held by Peter Stanley
Fortune and Joanne Barbara Fortune as Trustees of Harriet Joanne Louise
Fortune and (d) 927 shares held by Peter Stanley Fortune and Joanne Barbara
Fortune as Trustees of James Peter Matthew Fortune. The selling stockholder
disclaims beneficial ownership of such shares other than those held by the
selling stockholder (other than any shares held by the selling shareholder
as trustee).
(8) Includes (a) 12,525 shares held by Stephen Joseph Cutler and (b) 4,175
shares held by Kathryn Elizabeth Cutler. The selling stockholder disclaims
beneficial ownership of such shares other than those held by the selling
stockholder.
(9) Includes (a) 5,344 shares held by Paul John Fannon and (b) 2,895 shares
held by Vanda Jane Fannon.
(10) Includes (a) 22,929 shares held by Andrew Colin McCallum, (b) 1,622 shares
held by Catherine McCallum, (c) 260 shares held by Danielle McCallum, (d)
260 shares held by Oliver Glenn, (e) 260 shares held by Andrew Colin
McCallum and Catherine McCallum as Trustees of Charlotte McCallum, (f) 260
shares held by Andrew Colin McCallum and Catherine McCallum as Trustees of
Ashleigh McCallum and (g) 260 shares held by Richard McCallum. The selling
stockholder disclaims beneficial ownership of such shares other than those
held by the selling stockholder (other than any shares held by the selling
shareholder as trustee).
(11) Includes (a) 4,217 shares held by Christopher Wilson Peck and (b) 974
shares held by Tracy Jane Peck. The selling stockholder disclaims
beneficial ownership of such shares other than those held by the selling
stockholder.
(12) Includes (a) 207,471 shares held by Rowan Nominees Limited c/o Mercury
Asset Management Limited and (b) 15,189 shares held by Rowan Nominees
Limited a/c RR c/o Mercury Asset Management Limited. The selling
stockholder disclaims beneficial ownership of such shares other than those
held by the selling stockholder.
(13) Includes (a) 17,753 shares held by Peter Kenneth Rooke, (b) 2,101 shares
held by Pamela Rooke, (c) 701 shares held by Peter Kenneth Rooke and Pamela
Rooke as Trustees of Thomas Penn Rooke, (d) 701 shares held by Simon Thomas
Peter Rooke and (e) 701 shares held by James Daniel Wood. The selling
stockholder disclaims beneficial ownership of such shares other than those
held by the selling stockholder (other than any shares held by the selling
shareholder as trustee).
(14) Includes (a) 8,326 shares held by Peter Stanley Fortune, (b) 1,622 shares
held by Joanne Barbara Fortune, (c) 216 shares held by Peter Stanley
Fortune and Joanne Barbara Fortune as Trustees of Harriet Joanne Louise
Fortune and (d) 216 shares held by Peter Stanley Fortune and Joanne Barbara
Fortune as Trustees of James Peter Matthew Fortune. The selling stockholder
disclaims beneficial ownership of such shares other than those held by the
selling stockholder (other than any shares held by the selling shareholder
as trustee).
7
(15) Includes (a) 2,920 shares held by Stephen Joseph Cutler and (b) 974 shares
held by Kathryn Elizabeth Cutler. The selling stockholder disclaims
beneficial ownership of such shares other than those held by the selling
stockholder.
(16) Includes (a) 1,246 shares held by Paul John Fannon and (b) 675 shares held
by Vanda Jane Fannon.
The date of this Prospectus Supplement is December 6, 2002
8