Item 1.02. Termination of a Material Definitive Agreement.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
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.
As of the effective time of the Merger (the "Effective Time"), each share of
common stock, par value
In addition, pursuant to the Merger Agreement, as of the Effective Time:
• Each outstanding stock option, restricted stock award and restricted stock unit award was credited with the Additional Vesting Credit (as defined in the Merger Agreement). For any award of restricted shares or restricted stock units that was subject to performance-based vesting conditions, the number of shares subject to such award were deemed to have been achieved at the "target" level of performance for such award. • Each outstanding option that was vested (after giving effect to the Additional Vesting Credit) was cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the amount, if any, by which$57.00 exceeds the exercise price per share of Company common stock underlying such stock option; and (2) the total number of shares of Company common stock subject to such option. • Each restricted stock award or restricted stock unit award that was vested (after giving effect to the Additional Vesting Credit) was converted into the right to receive an amount in cash equal to the product of (1)$57.00 and (2) the number of shares of the Company's common stock subject to such restricted stock award or restricted stock unit award. • Each restricted stock award or restricted stock unit award that was unvested (after giving effect to the Additional Vesting Credit) was cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (1)$57.00 and (2) the number of shares of the Company's common
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stock subject to such unvested restricted stock award or restricted stock unit award, which amount will vest and be payable by theSurviving Corporation , subject to the holder's continued service with theSurviving Corporation at the same time and on the same terms as the original award, except that the Additional Vesting Credit will be applied for purposes of determining the timing of vesting and payment.
The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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
Item 3.03. Material Modification to Rights of Security Holders.
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.
As a result of the Merger, each share of the Company's common stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of the Company's common stock ceased to have any rights as shareholders of the Company, other than the right to receive the Per Share Merger Consideration.
Item 5.01. Changes in Control of Registrant.
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.
In connection with the Merger, the aggregate purchase price paid for all equity
securities of the Company was approximately
To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company. In addition, the Merger Agreement includes provisions relating to the election of directors to the Board of Directors of the Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.
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. In accordance with the terms of the Merger Agreement, at the
Effective Time, the directors of Merger Sub became directors of the Company.
Immediately following the Effective Time, the Company's board of directors
consisted of
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The officers of the Company immediately prior to the Effective Time (with the exception of the Chief Executive Officer, as described below) continued as officers of the Company following the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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. In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, except that references to the name of Merger Sub were replaced by the name of the Company (the "Amended and Restated Bylaws"). Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 16, 2021 , by and amongBottomline Technologies, Inc. ,Bottomline Intermediate Holdings III, LLC (formerly known asProject RB Parent, LLC ),Project RB Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 toBottomline Technologies, Inc. Current Report on Form 8-K, filedDecember 17, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofBottomline Technologies, Inc. 3.2 Amended and Restated Bylaws ofBottomline Technologies, Inc. 99.1 Press Release ofBottomline Technologies, Inc. datedMay 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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