BOTTOMLINE TECHNOLOGIES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-05-13: Form 8-K; Period of report 2022-05-13; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2022-04-13: Form 8-K; Period of report 2022-04-07; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-03-09: Form 8-K; Period of report 2022-03-08; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-12-17: Form 8-K; Period of report 2021-12-16; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-05-13 | 8-K | 2022-05-13 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 On May 13, 2022, in connection with the closing of the Merger, the Company repaid in full all indebtedness, liabilities and other obligations under, and terminated, the Credit Agreement, dated as of December 9, 2016, by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, as amended by that certain First Amendment to Credit Agreement, dated as of July 16, 2018, and discharged and released all guarantees and liens existing in connection therewith. 2.01 The information set forth in the Introduction to this Current Report on Form 8-K (the “Introduction”) is incorporated into this Item 2.01 by reference. 3.01 In connection with the closing of the Merger, the Company notified The Nasdaq Global Select Market (“Nasdaq”) of its intent to remove its common stock from listing on Nasdaq and requested that Nasdaq file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist and deregister the Company’s shares of common stock (the “Shares”). 3.03 The information set forth in the Introduction and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introduction and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company ceased to be directors of the Company as of the Effective Time. 5.03 At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”) in accordance with the terms of the Merger Agreement. 8.01 On May 13, 2022, the Company issued a press release announcing the closing of the Merger. | d193127d8k.htm |
| 2022-04-13 | 8-K | 2022-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 7, 2022, Craig Saks joined Bottomline Technologies, Inc. (the “Company”) as President. | d330299d8k.htm |
| 2022-03-09 | 8-K | 2022-03-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 8, 2022, Bottomline Technologies, Inc. (“Bottomline”) held a special meeting of stockholders (the “Special Meeting”) at 325 Corporate Drive, Portsmouth, New Hampshire 03801. | d670021d8k.htm |