UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 3, 2019
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||
Common Stock, $.001 par value per share | EPAY | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. | Completion of Acquisition or Disposition of Assets |
On June 3, 2019, Bottomline Technologies (de), Inc., a Delaware Corporation (the “Company”) completed its previously announced acquisition of BankSight Software Systems, Inc., (“BankSight”) for a cash payment of $2,750,000 and the issuance of 40,000 shares of common stock. The shares of common stock have vesting conditions tied to continued employment of certain BankSight employees and are compensatory; accordingly, the Company will record share-based payment expense over the stock vesting period of five years. Prior to the acquisition, the Company held a minority equity investment in BankSight preferred stock.
BankSight is an early-stage technology company that develops and markets a SaaS-based customer engagement and growth platform for banks and credit unions.
Item 9.01. | Financial Statements and Exhibits |
(a) | Financial Statements of Business Acquired |
The financial statements required by this Item 9.01(a) are not included in this initial report on Form8-K. The financial statements will be filed by an amendment to this report within the time period specified in the instructions to Item 9.01 of Form8-K.
(b) | Pro Forma Financial Information |
The pro forma financial information required by this Item 9.01(b) is not included in this initial report on Form8-K. The pro forma financial information will be filed by an amendment to this report within the time period specified in the instructions to Item 9.01 of Form8-K.
(d) | Exhibits |
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.
BOTTOMLINE TECHNOLOGIES (de), INC. | ||||||
June 6, 2019 | By: | /s/ Eric K. Morgan | ||||
Eric K. Morgan | ||||||
Executive Vice President, Global Controller |