-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KEZJZYebAhp/99SH3h1cudhh3DjGpIPgqebyvy0uUJkmouspmJ2EEaDUKtRqKi49 n4Mwe9z1kJWW22vYamhQHw== 0001071955-99-000006.txt : 19990111 0001071955-99-000006.hdr.sgml : 19990111 ACCESSION NUMBER: 0001071955-99-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETEGRITY INC CENTRAL INDEX KEY: 0000840824 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 042911320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40775 FILM NUMBER: 99503440 BUSINESS ADDRESS: STREET 1: 245 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178901700 MAIL ADDRESS: STREET 1: 245 WINTER STREET STREET 2: 0 CITY: WALTHAM STATE: MA ZIP: 02184 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE DEVELOPERS CO INC/DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ CENTRAL INDEX KEY: 0001071955 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033192246 SC 13D 1 NETEGRITY, INC., SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. #__) NeTegrity, Inc. (Name of Issuer) Common Shares, $.01 par value (Title of Class of Securities) 64110P107 (CUSIP Number) Pequot Capital Management, Inc., 500 Nyala Farm Road Westport, CT 06880 Attn: David J. Malat 203/429-2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 64110P107 PAGE 6 OF 4 6 1 Name of Reporting Person PEQUOT CAPITAL MANAGEMENT, INC. IRS Identification No. of Above Person 06-1524885 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC USE ONLY 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization CONNECTICUT 7 Sole Voting Power 4,834,120 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 Shared Voting Power 0 9 Sole Dispositive Power 4,834,120 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,834,120 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 34% 14 Type of Reporting Person IA ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, $.01 par value (the "Shares"), of NeTegrity, Inc. (the "Company"), a Delaware corporation. The Company's principal executive office is located at 245 Winter Street, Waltham, MA 02154. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed on behalf of Pequot Capital Management, Inc., a Connecticut corporation (the "Reporting Person"). The principal business of the Reporting Person, an investment adviser registered under the Investment Advisers Act of 1940, is to act as investment adviser to certain managed accounts. The executive officers of the Reporting Person are Messrs. Arthur J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the controlling shareholders are Messrs. Samberg and Benton (collectively, the "Executive Officers, Directors and Controlling Persons"). The business address of the Reporting Person and the Executive Officers, Directors and Controlling Persons is 500 Nyala Farm Road, Westport, CT 06880. Neither of the Reporting Person nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been convicted in criminal proceeding (excluding traffic violations or similar misdemeanors). Neither of the Reporting Person nor the Executive Officers, Directors and Controlling Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Each of the Executive Officers, Directors and the Controlling Persons are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, under rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person is deemed to be the beneficial owner of 4,834,120 of the Company's Shares as follows: 1,500,786 warrants ("Warrants") and 3,333,334 Shares of the Company's Series D Convertible Preferred Shares ("Preferred"). In the transaction which is the subject of this filing, Dawson-Samberg Capital Management, Inc. ("Dawson-Samberg"), which previously was the beneficial owner of such Shares, spun off a portion of its investment management business to the Reporting Person. This spin-off resulted in the transfer to the Reporting Person on January 1, 1999 of certain accounts for which Dawson-Samberg previously exercised investment discretion (the "Accounts"), resulting in the Reporting Person's beneficial ownership of such Shares. Such Accounts continue to hold the Shares. ITEM 4. PURPOSE OF TRANSACTION The acquisition of the Preferred and the Warrants described herein was made in the ordinary course of the Reporting Person's investment activities. The Reporting Person reserves the right to purchase additional Shares or to dispose of the Shares in the open market or in privately negotiated transactions or in any other lawful manner in the future. The Reporting Person also has placed a nominee on the Company's Board of Directors and the Reporting Person reserves the right to take whatever additional action with respect to the Accounts' holdings in the Company as the Reporting Person deems to be in the best interest of such Accounts. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date hereof, the Reporting Person beneficially owns in the aggregate 4,834,120 Shares. These Shares represent approximately 34% of the 14,239,566 Shares that the Reporting Person believes would be outstanding if the Warrants and the Preferred were exercised/converted into Shares. The Reporting Person has the sole power to vote, direct the vote, dispose and direct the disposition of all of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the Preferred Stock and Warrant Purchase Agreement dated January 7, 1998 and as amended June 5, 1998 and the Registration Rights Agreement, dated as of January 7, 1998, the Company has agreed that it will register under the Act so many of the shares sold pursuant to the Preferred Stock and Warrant Purchase Agreement as the holders of such shares may request, so as to enable the purchasers to sell such shares in the public securities markets, by filing a Registration Statement under the Act with the Commission upon the written demand of a holder or holders whose shares represent in excess of 5% of the Company's outstanding Shares (on an as if converted basis). The Company has also granted the Accounts piggyback registration rights. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. After a reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. January 8, 1999 Pequot Capital Management, Inc. By:/s/ David J. Malat David J. Malat, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----