8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-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 22, 2005

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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 22, 2005, Bottomline Technologies (de), Inc. (“Bottomline”) issued a press release announcing that it had filed with the Securities and Exchange Commission a prospectus supplement relating to an underwritten public offering of 4,000,000 shares of common stock, consisting of 2,750,000 shares offered by Bottomline and 1,250,000 shares offered by selling stockholders. Bottomline and the selling stockholders have granted to the underwriters an option to purchase up to an additional 350,000 and 250,000 shares, respectively, within 30 days after the offering to cover over-allotments incurred in the offering, if any. Bottomline will not receive any proceeds from the sale of shares by the selling stockholders. Needham & Company, LLC, Adams Harkness, Inc., A.G. Edwards and Thomas Weisel Partners LLC are the underwriters for the offering. The information contained in the press release dated June 22, 2005 is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

See Exhibit Index attached hereto.

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.
Date: June 22, 2005	By:	/s/ Kevin M. Donovan
		Kevin M. Donovan Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 22, 2005

EX-99.1

Exhibit 99.1

Media Contact

Kevin Donovan

Chief Financial Officer

Bottomline Technologies

603.501.5240

kdonovan@bottomline.com

Press Release

Bottomline Technologies Announces Filing of Preliminary Prospectus Supplement for

Public Offering of Common Stock

PORTSMOUTH, NH – June 22, 2005 - Bottomline Technologies (NASDAQ: EPAY), a leading provider of payments and invoice automation software and services, today announced that it has filed with the Securities and Exchange Commission a prospectus supplement relating to an underwritten public offering of 4,000,000 shares of common stock, consisting of 2,750,000 shares offered by Bottomline and 1,250,000 shares offered by selling stockholders. Bottomline and the selling stockholders have granted to the underwriters an option to purchase up to an additional 350,000 and 250,000 shares, respectively, within 30 days after the offering to cover over-allotments incurred in the offering, if any. Bottomline will not receive any proceeds from the sale of shares by the selling stockholders.

Needham & Company, LLC, Adams Harkness, Inc., A.G. Edwards and Thomas Weisel Partners LLC are the underwriters for the offering. When available, copies of the prospectus supplement can be obtained by contacting Needham & Company, LLC, 445 Park Avenue, New York, New York 10022.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification of such securities under the securities laws of any such state or jurisdiction. The shares of common stock may only be offered by means of a prospectus.

About Bottomline Technologies

Bottomline Technologies (NASDAQ: EPAY) is a leading provider of payments and invoice automation software and services. Bottomline maintains its corporate headquarters in Portsmouth, NH, and international headquarters in Reading, England. For more information, visit Bottomline on the Web at www.bottomline.com, or dial (800) 243-2528 or (603) 436-0700.

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Bottomline Technologies and the BT logo are registered trademarks of Bottomline Technologies, Inc. which may be registered in certain jurisdictions. All other brand/product names are trademarks of their respective holders.

Cautionary Language

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are competition, market demand, technological change, strategic relationships, recent acquisitions, international operations and general economic conditions and other risks described in our quarterly report on Form 10-Q for the quarter ended March 31, 2005. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.