Filed Pursuant to Rule 424(b)(3)
Registration No. 333-62330
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 15, 2001)
BOTTOMLINE TECHNOLOGIES (de), INC.
945,280 SHARES OF COMMON STOCK
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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.
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Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 1 of the prospectus.
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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.
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SELLING STOCKHOLDERS
The shares of common stock covered by this prospectus consist of
945,280 shares of common stock issued in connection with our acquisition of
Bottomline Technologies Limited on August 28, 2000, including shares of common
stock issued upon the retirement of promissory notes issued in such acquisition.
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
President of our wholly-owned subsidiary Bottomline Technologies Europe Limited,
a company incorporated in England and Wales. Stephen Cutler is Finance Director
of Bottomline Technologies Europe 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.
Number of
Shares
Beneficially
Owned Including Percent of Number of
Shares Outstanding Shares Percent of
Number of Shares Registered Shares of Common Beneficially Outstanding Shares
Registered for Hereby, as of Stock as of May Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) May 21, 2001 (2) 21, 2001 (%) Offering (2) After Offering (%)
------------------------------------- ----------------- ------------------ ----------------- ------------- -------------------
Andrew Colin McCallum *** 73,748 181,964(3) 1.4 98,320(10) *
Catherine McCallum + 5,496 181,964(3) 1.4 98,320(10) *
Danielle McCallum + 880 181,964(3) 1.4 98,320(10) *
Oliver Glenn **+ 880 181,964(3) 1.4 98,320(10) *
Andrew Colin McCallum 880 181,964(3) 1.4 98,320(10) *
and Catherine McCallum as
Trustees of Charlotte McCallum ++
Andrew Colin McCallum and 880 181,964(3) 1.4 98,320(10) *
Catherine McCallum as
Trustees of Ashleigh Glenn ++
Richard McCallum + 880 181,964(3) 1.4 98,320(10) *
Christopher Wilson Peck ***+++ 13,136 35,510(4) * 19,076(11) *
Tracy Jane Peck ***+ 3,298 35,510(4) * 19,076(11) *
Rowan Nominees Limited 570,564 1,515,174(5) 11.6 900,915(12) 6.9
c/o Mercury Asset Management
Limited
Rowan Nominees Limited 43,695 1,515,174(5) 11.6 900,915(12) 6.9
a/c RR c/o Mercury Asset Management
Limited
Genesis International Limited 42,635 42,635 * 0 *
Peter Kenneth Rooke *** 56,215 154,470(6) 1.1 84,014(13) *
Pamela Rooke ***+ 7,119 154,470(6) 1.1 84,014(13) *
Peter Kenneth Rooke and 2,374 154,470(6) 1.1 84,014(13) *
Pamela Rooke as Trustees of
Thomas Penn Rooke ++
Simon Thomas Peter Rooke + 2,374 154,470(6) 1.1 84,014(13) *
James Daniel Wood + 2,374 154,470(6) 1.1 84,014(13) *
Peter Stanley Fortune +++*** 23,094 68,206(7) * 38,150(14) *
Joanne Barbara Fortune + 5,496 68,206(7) * 38,150(14) *
Peter Stanley Fortune and 733 68,206(7) * 38,150(14) *
Joanne Barbara Fortune as
Trustees of Harriet Joanne Louise
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Number of
Shares
Beneficially
Owned Including Percent of Number of
Shares Outstanding Shares Percent of
Number of Shares Registered Shares of Common Beneficially Outstanding Shares
Registered for Hereby, as of Stock as of May Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) May 21, 2001 (2) 21, 2001 (%) Offering (2) After Offering (%)
------------------------------------- ----------------- ------------------ ----------------- ------------- -------------------
Peter Stanley Fortune and 733 68,206(7) * 38,150(14) *
Joanne Barbara Fortune as
Trustees of James Peter Matthew
Fortune ++
Stephen Joseph Cutler ***+++ 9,892 27,496(8) * 14,306(15) *
Kathryn Elizabeth Cutler + 3,298 27,496(8) * 14,306(15) *
John A. Clarke *** 13,189 27,496 * 14,307 *
John Christopher Shore *** 3,430 7,149 * 3,719 *
Sharon Taylor ** 2,111 4,400 * 2,289 *
Kevin Michael Hart ** 2,111 4,400 * 2,289 *
Paul John Fannon **+++ 3,369 12,714(9) * 7,058(16) *
Timothy Roger John Miller ** 2,111 4,400 * 2,289 *
Simon Turley ** 2,111 4,400 * 2,289 *
Stewart James Miller ** 2,111 4,400 * 2,289 *
Nigel Kevin Savory **+++ 5,915 12,973 * 7,058 *
David Graham Campion ** 880 1,833 * 953 *
Martin John Weller ** 880 1,833 * 953 *
Simon Morton ** 880 1,833 * 953 *
Ian George Whitney ** 616 1,283 * 667 *
Simon David Josephs ** 616 1,283 * 667 *
Robert Bailey ** 616 1,283 * 667 *
Edward Charles Adshead-Grant ** 880 1,833 * 953 *
Paul Lee Simpson ** 616 1,283 * 667 *
Ian Frank Armstrong ** 616 1,283 * 667 *
Simon John Huntley ** 616 1,283 * 667 *
Keith William Adams ** 532 1,107 * 575 *
Margaret Luzanycia ** 1,591 3,315 * 1,724 *
Steven Andrew Crosson-Smith ** 659 1,533 * 874 *
Michael Hassan ** 704 1,467 * 763 *
Sally Joy Bailey ** 147 306 * 159 *
Alistair Ian McQuade ** 616 1,283 * 667 *
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Number of
Shares
Beneficially
Owned Including Percent of Number of
Shares Outstanding Shares Percent of
Number of Shares Registered Shares of Common Beneficially Outstanding Shares
Registered for Hereby, as of Stock as of May Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) May 21, 2001 (2) 21, 2001 (%) Offering (2) After Offering (%)
--------------------------------- ----------------- ---------------- ---------------- ------------ ------------------
Paul Christopher Gordon ** 147 306 * 159 *
Simon Collinson ** 616 1,283 * 667 *
Alister James Humphreys ** 616 1,283 * 667 *
Edward Pryor ** 147 306 * 159 *
Richard James Harris ** 616 1,283 * 667 *
Peter John Dale ** 147 306 * 159 *
Anthony Steven White ** 367 2,194 * 1,827 *
Ian Raymond Wheeler ** 616 1,283 * 667 *
Nathan Jackson ** 184 382 * 198 *
Richard Alan Dewar ** 184 382 * 198 *
Ryan Jackson ** 184 382 * 198 *
Douglas Wilkinson ** 440 917 * 477 *
Lisa Kathryn Jackson ** 184 382 * 198 *
Paul Candahar Nott ** 147 305 * 158 *
Ian Grenville Jones ** 147 305 * 158 *
Andrew Peter Ryan ** 147 305 * 158 *
Philip Taylor ** 440 917 * 477 *
Patrick Lawrence Reeves ** 147 305 * 158 *
Peter Michael Phillips ** 147 305 * 158 *
Richard Gordon Machin ** 147 305 * 158 *
David Charles Jewell ** 367 764 * 397 *
Richard David Hatton ** 147 306 * 159 *
Michelle Lees ** 92 191 * 99 *
Julie Mary McGuire ** 147 306 * 159 *
Kerry Elizabeth Jones ** 147 306 * 159 *
Candace Melanie Pridgeon ** 147 306 * 159 *
Ceri Elizabeth Hancox ** 92 191 * 99 *
Zoe Ann Kirby ** 92 191 * 99 *
Carlos Hugh Esperanca ** 110 230 * 120 *
Clive Kenneth Griffiths ** 110 1,380 * 1,270 *
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Number of
Shares
Beneficially
Owned Including Percent of Number of
Shares Outstanding Shares Percent of
Number of Shares Registered Shares of Common Beneficially Outstanding Shares
Registered for Hereby, as of Stock as of May Owned After of Common Stock
Name of Selling Stockholder Sale Hereby (1) May 21, 2001 (2) 21, 2001 (%) Offering (2) After Offering (%)
-------------------------------- ----------------- ---------------- ----------------- ------------ ------------------
Mark John Overton ** 110 230 * 120 *
Andrew Tather ** 110 730 * 620 *
Richard Alan Baldock ** 110 230 * 120 *
Tim Ager ** 92 191 * 99 *
Philip David Charnick ** 147 306 * 159 *
Benjamin Toby Clacy ** 92 191 * 99 *
Elaine Duncan ** 147 306 * 159 *
Harvey Durrant ** 147 306 * 159 *
Janet Edwina Mary Hester ** 147 306 * 159 *
Wayne Jones ** 147 306 * 159 *
James Richard Malyon ** 512 1,117 * 605 *
Alexis McArdle ** 147 306 * 159 *
Richard Anthony Parry ** 278 675 * 397 *
Gareth Rory Priest ** 616 1,283 * 667 *
Andrew James Scarborough ** 92 191 * 99 *
Matthew Andrew Shaw ** 92 191 * 99 *
Anthony James Skinner ** 440 917 * 477 *
Christopher John Conway ** 13,189 27,496 * 14,307 *
Wendy Crosson Smith *+ 440 917 * 477 *
Anna Elizabeth Webb ** 120 248 * 128 *
Vanda Jane Fannon **+ 2,287 12,714(9) * 7,058(16) *
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* Less than one percent.
** Employed by Bottomline Technologies Europe Limited either currently or
within the past three years.
*** Former director of Bottomline Technologies Limited or one of its
subsidiaries and employed by Bottomline Technologies Limited either
currently or within the past three years.
+ Immediate family member of individual(s) employed by Bottomline
Technologies Europe Limited either currently or within the past three
years.
++ Trustee has been employed by Bottomline Technologies Europe Limited
within the past three years.
+++ Current director of Bottomline Technologies Limited 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.
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(2) Includes 100,000 shares of common stock issuable pursuant to common stock
purchase warrants that are currently exercisable.
(3) Includes (a) 161,342 shares held by Andrew Colin McCallum, (b) 11,457
shares held by Catherine McCallum, (c) 1,833 shares held by Danielle
McCallum, (d) 1,833 shares held by Oliver Glenn, (e) 1,833 shares held by
Andrew Colin McCallum and Catherine McCallum as Trustees of Charlotte
McCallum, (f) 1,833 shares held by Andrew Colin McCallum and Catherine
McCallum as Trustees of Ashleigh Glenn and (g) 1,833 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) 28,636 shares held by Christopher Wilson Peck and (b) 6,874
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) 1,409,929 shares held by Rowan Nominees Limited c/o Mercury
Asset Management Limited and (b) 105,245 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) 124,788 shares held by Peter Kenneth Rooke, (b) 14,840 shares
held by Pamela Rooke, (c) 4,948 shares held by Peter Kenneth Rooke and
Pamela Rooke as Trustees of Thomas Penn Rooke, (d) 4,947 shares held by
Simon Thomas Peter Rooke and (e) 4,947 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) 53,695 shares held by Peter Stanley Fortune, (b) 11,457 shares
held by Joanne Barbara Fortune, (c) 1,527 shares held by Peter Stanley
Fortune and Joanne Barbara Fortune as Trustees of Harriet Joanne Louise
Fortune and (d) 1,527 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) 20,622 shares held by Stephen Joseph Cutler and (b) 6,874
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) 7,947 shares held by Paul John Fannon and (b) 4,767 held by
Vanda Jane Fannon.
(10) Includes (a) 87,594 shares held by Andrew Colin McCallum, (b) 5,961 shares
held by Catherine McCallum, (c) 953 shares held by Danielle McCallum, (d)
953 shares held by Oliver Glenn, (e) 953 shares held by Andrew Colin
McCallum and Catherine McCallum as Trustees of Charlotte McCallum, (f) 953
shares held by Andrew Colin McCallum and Catherine McCallum as Trustees of
Ashleigh Glenn and (g) 953 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) 15,500 shares held by Christopher Wilson Peck and (b) 3,576
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) 839,365 shares held by Rowan Nominees Limited c/o Mercury
Asset Management Limited and (b) 61,550 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) 68,573 shares held by Peter Kenneth Rooke, (b) 7,721 shares
held by Pamela Rooke, (c) 2,574 shares held by Peter Kenneth Rooke and
Pamela Rooke as Trustees of Thomas Penn Rooke, (d) 2,573 shares held by
Simon Thomas Peter Rooke and (e) 2,573 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) 30,601 shares held by Peter Stanley Fortune, (b) 5,961 shares
held by Joanne Barbara Fortune, (c) 794 shares held by Peter Stanley
Fortune and Joanne Barbara Fortune as Trustees of Harriet Joanne Louise
Fortune and (d) 794 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).
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(15) Includes (a) 10,730 shares held by Stephen Joseph Cutler and (b) 3,576
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) 4,578 shares held by Paul John Fannon and (b) 2,480 shares
held by Vanda Jane Fannon.
The date of this Prospectus Supplement is December 6, 2002
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