<PAGE>

        ===============================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ______________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      Bottomline Technologies (de), Inc.
            (Exact Name of Registrant as Specified in Its Charter)


              Delaware                                      02-0433294
  (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                      Identification No.)

155 Fleet Street, Portsmouth, New Hampshire                   03801
  (Address of Principal Executive Offices)                  (Zip Code)

                           2000 Stock Incentive Plan
                           (Full Title of the Plan)

                               Daniel M. McGurl
        Chairman of the Board of Directors and Chief Executive Officer
                      Bottomline Technologies (de), Inc.
                               155 Fleet Street
                        Portsmouth, New Hampshire 03801
                    (Name and Address of Agent For Service)

                                (603) 436-0700
         (Telephone Number, Including Area Code, of Agent for Service)

        ===============================================================

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                               Proposed Maximum           Proposed Maximum
Title of Each Class         Amount to be        Offering Price           Aggregate Offering        Amount of
of Securities to be          Registered           Per Share                    Price            Registration Fee
Registered
----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                       <C>                    <C>
Common Stock $.001
par value per share     1,619,992 (1) shares       $ 4.25 (2)              $6,884,966.00 (2)         $ 1,721.24 (2)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of an additional 1,619,992 shares issuable under the 2000 Stock
     Incentive Plan pursuant to the terms of such plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low sale prices of the
     common stock as reported on The Nasdaq National Market on July 9, 2001.

                              Page 1 of 4 pages.
                        Exhibit Index begins on page 4.
<PAGE>

                    STATEMENT OF INCORPORATION BY REFERENCE

    This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-50202, filed by
the Registrant on November 17, 2000 relating to the Registrant's 2000 Stock
Incentive Plan.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Portsmouth, State of New Hampshire, on the 13th day
of July, 2001.

                            BOTTOMLINE TECHNOLOGIES (de), INC.

                            By:    /s/ Daniel M. McGurl
                                   ----------------------------------
                                   Daniel M. McGurl
                                   Chief Executive Officer


                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Bottomline Technologies (de),
Inc., hereby severally constitute Daniel M. McGurl, Robert A. Eberle and John A.
Burgess Esq., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Bottomline Technologies (de), Inc. to comply
with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said attorneys,
or any of them, to said registration statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated below and on the 13th day of July, 2001.

                                       2
<PAGE>

Signature                    Title
---------                    -----

/s/ Daniel M. McGurl         Chairman of the Board and Chief
-------------------------    (Principal Executive Officer)
Daniel M. McGurl             Executive Officer

/s/ Joseph L. Mullen         President and Director
-------------------------
Joseph L. Mullen

/s/ Robert A. Eberle         Executive Vice President, Chief Financial Officer,
-------------------------    Chief Operating Officer, Secretary and Director
Robert A. Eberle             (Principal Financial and Accounting Officer)

/s/ James L. Loomis          Director
-------------------------
James L. Loomis

/s/ Joseph L. Barry, Jr.     Director
-------------------------
Joseph L. Barry, Jr.

/s/ Dianne Gregg             Director
-------------------------
Dianne Gregg

/s/ James W. Zilinski        Director
------------------------
James W. Zilinski

                                       3
<PAGE>

                               INDEX TO EXHIBITS

Number         Description
------         -----------

4.1(1)         Amended and Restated Certificate of
               Incorporation of the registrant

4.2(1)         Amended and Restated By-laws of the registrant

4.3(1)         Specimen stock certificate of common stock
               of the registrant

5.1            Opinion of Hale and Dorr LLP, counsel to
               the registrant

23.1           Consent of Ernst & Young LLP, independent
               auditors

23.2           Consent of Ernst & Young LLP, independent
               auditors

23.3           Consent of Smith & Williamson, independent
               auditors

23.4           Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)

24.1           Power of attorney (included in the
               signature pages of this registration
               statement)

____________

(1)  Previously filed with the Securities and Exchange Commission as an Exhibit
     to the registrant's registration statement on Form S-1, as amended (File
     No. 333-67309), and incorporated herein by reference.

                                       4
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 7477}]
{"company-data": {"conformed-name": "BOTTOMLINE TECHNOLOGIES INC /DE/", "cik": "0001073349", "assigned-sic": "7372", "irs-number": "020433924", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65044", "film-number": "1680573"}, "business-address": {"street1": "155 FLEET ST", "city": "PORTSMOUTH", "state": "NH", "zip": "03801", "phone": "6034360700"}, "mail-address": {"street1": "155 FLEET ST", "city": "PORTSMOUTH", "state": "NH", "zip": "03801"}}
===============================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ______________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      Bottomline Technologies (de), Inc.
            (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                      02-0433294
  (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                      Identification No.)

155 Fleet Street, Portsmouth, New Hampshire                   03801
  (Address of Principal Executive Offices)                  (Zip Code)

                           2000 Stock Incentive Plan
                           (Full Title of the Plan)

                               Daniel M. McGurl
        Chairman of the Board of Directors and Chief Executive Officer
                      Bottomline Technologies (de), Inc.
                               155 Fleet Street
                        Portsmouth, New Hampshire 03801
                    (Name and Address of Agent For Service)

                                (603) 436-0700
         (Telephone Number, Including Area Code, of Agent for Service)

        ===============================================================

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                               Proposed Maximum           Proposed Maximum
Title of Each Class         Amount to be        Offering Price           Aggregate Offering        Amount of
of Securities to be          Registered           Per Share                    Price            Registration Fee
Registered
----------------------------------------------------------------------------------------------------------------------------
Common Stock $.001
par value per share     1,619,992 (1) shares       $ 4.25 (2)              $6,884,966.00 (2)         $ 1,721.24 (2)
----------------------------------------------------------------------------------------------------------------------------
(1)  Consists of an additional 1,619,992 shares issuable under the 2000 Stock
     Incentive Plan pursuant to the terms of such plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low sale prices of the
     common stock as reported on The Nasdaq National Market on July 9, 2001.

                              Page 1 of 4 pages.
                        Exhibit Index begins on page 4.
STATEMENT OF INCORPORATION BY REFERENCE

    This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-50202, filed by
the Registrant on November 17, 2000 relating to the Registrant's 2000 Stock
Incentive Plan.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Portsmouth, State of New Hampshire, on the 13th day
of July, 2001.

                            BOTTOMLINE TECHNOLOGIES (de), INC.

                            By:    /s/ Daniel M. McGurl
                                   ----------------------------------
                                   Daniel M. McGurl
                                   Chief Executive Officer

                       POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Bottomline Technologies (de),
Inc., hereby severally constitute Daniel M. McGurl, Robert A. Eberle and John A.
Burgess Esq., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Bottomline Technologies (de), Inc. to comply
with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said attorneys,
or any of them, to said registration statement and any and all amendments
thereto.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated below and on the 13th day of July, 2001.

                                       2
Signature                    Title
---------                    -----

/s/ Daniel M. McGurl         Chairman of the Board and Chief
-------------------------    (Principal Executive Officer)
Daniel M. McGurl             Executive Officer

/s/ Joseph L. Mullen         President and Director
-------------------------
Joseph L. Mullen

/s/ Robert A. Eberle         Executive Vice President, Chief Financial Officer,
-------------------------    Chief Operating Officer, Secretary and Director
Robert A. Eberle             (Principal Financial and Accounting Officer)

/s/ James L. Loomis          Director
-------------------------
James L. Loomis

/s/ Joseph L. Barry, Jr.     Director
-------------------------
Joseph L. Barry, Jr.

/s/ Dianne Gregg             Director
-------------------------
Dianne Gregg

/s/ James W. Zilinski        Director
------------------------
James W. Zilinski

                                       3
INDEX TO EXHIBITS

Number         Description
------         -----------

4.1(1)         Amended and Restated Certificate of
               Incorporation of the registrant

4.2(1)         Amended and Restated By-laws of the registrant

4.3(1)         Specimen stock certificate of common stock
               of the registrant

5.1            Opinion of Hale and Dorr LLP, counsel to
               the registrant

23.1           Consent of Ernst & Young LLP, independent
               auditors

23.2           Consent of Ernst & Young LLP, independent
               auditors

23.3           Consent of Smith & Williamson, independent
               auditors

23.4           Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)

24.1           Power of attorney (included in the
               signature pages of this registration
               statement)

____________

(1)  Previously filed with the Securities and Exchange Commission as an Exhibit
     to the registrant's registration statement on Form S-1, as amended (File
     No. 333-67309), and incorporated herein by reference.

                                       4