q1fy1110-qa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
FORM 10-Q/A
(Amendment No.1)
 
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2010
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to             
 
Commission file number: 0-25259
 
 
Bottomline Technologies (de), Inc.
(Exact name of registrant as specified in its charter)
 
 
 
   
Delaware
02-0433294
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
   
325 Corporate Drive
Portsmouth, New Hampshire
03801-6808
(Address of principal executive offices)
(Zip Code)
 
(603) 436-0700
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).          Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer
  
¨
  
Accelerated Filer
  
x
       
Non-Accelerated Filer
  
¨   (Do not check if a smaller reporting company)
  
Smaller Reporting Company
  
¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
 
The number of shares outstanding of the registrant’s common stock as of October 31, 2010 was 32,301,612.

 
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EXPLANATORY NOTE
 
Bottomline Technologies, Inc. (“the Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2010 (the “Original 10-Q”), for the sole purpose of furnishing the Nigel Savory Service Agreement as Exhibit 10.1. The Nigel Savory Service Agreement was inadvertently omitted from the Form 10-Q as originally filed.

The Exhibit Index has also been amended and restated in its entirety to include the certifications filed as Exhibits 31.3 and 31.4 to this Amendment No. 1.

This Amendment No. 1 continues to speak as of the date of the filing of the Original 10-Q, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a later date.

 
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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 thereunto duly authorized.
 
 
Bottomline Technologies (de), Inc.
  
       
Date: November 8, 2010
By:
/s/ KEVIN M. DONOVAN  
   
Kevin M. Donovan
  
   
Chief Financial Officer and Treasurer
  
    (Principal Financial and Accounting Officer)  
 

 
 
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EXHIBIT INDEX
 
     
Exhibit
Number
  
Description
     
  10.1 (1)  
Nigel Savory Service Agreement
       
  31.1 (2)  
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
       
  31.2 (2)  
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
       
  31.3 (1)  
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
       
  31.4 (1)  
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
       
  32.1 (2)  
Section 1350 Certification of Principal Executive Officer
       
  32.2 (2)  
Section 1350 Certification of Principal Financial Officer
       
101.INS(2)
  
XBRL Instance Document
       
101.SCH(2)
  
XBRL Taxonomy Extension Schema Document
       
101.CAL(2)
  
XBRL Taxonomy Calculation Linkbase Document
       
101.LAB(2)
  
XBRL Taxonomy Label Linkbase Document
       
101.PRE(2)
  
XBRL Taxonomy Presentation Linkbase Document
       
 
(1)  
Filed Herewith

(2)  
Previously filed on November 8, 2010
 

 
 
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Exhibit 31.3
 
 
CERTIFICATIONS
 
 
I, Robert A. Eberle, certify that:
 
1. I have reviewed this Amendment No. 1 on Form 10-Q/A of Bottomline Technologies (de), Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
 
Bottomline Technologies (de), Inc.
  
       
Date: November 8, 2010
By:
/s/ ROBERT A. EBERLE  
   
Robert A. Eberle
  
   
Chief Executive Officer
  
    (Principal Executive Officer)  

 
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Exhibit 31.4
 
 
CERTIFICATIONS
 
 
I, Kevin M. Donovan, certify that:
 
1. I have reviewed this Amendment No. 1 on Form 10-Q/A of Bottomline Technologies (de), Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
 
Bottomline Technologies (de), Inc.
  
       
Date: November 8, 2010
By:
/s/ KEVIN M. DONOVAN  
   
Kevin M. Donovan
  
   
Chief Financial Officer and Treasurer
  
    (Principal Financial and Accounting Officer)  



 
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