-----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, F5RytS+EY6b00qS90/wqN6mfFlGgHYcm9QCDxSJMm6W6leK95eHD30VKeZDgxu/o hqoCwHvHbV4GndcJtx3I5A== 0001071955-99-000019.txt : 19990211 0001071955-99-000019.hdr.sgml : 19990211 ACCESSION NUMBER: 0001071955-99-000019 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990101 FILED AS OF DATE: 19990210 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: 4 SEC ACT: SEC FILE NUMBER: 001-10139 FILM NUMBER: 99528986 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 COMPANY DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ CENTRAL INDEX KEY: 0001071955 STANDARD INDUSTRIAL CLASSIFICATION: [] OTHER FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 500 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033192246 4 1 NETEGRITY, INC. FORM 4 OMB APPROVAL OMB NUMBER: 3235-0287 EXPIRES: SEPTEMBER 30, 1998 ESTIMATE AVERAGE BURDEN HOURS PER RESPONSE 0.5 FORM 4 CHECK THIS BOX IF NO LONGER SUBJECT TO SECTION 16. FORM 4 OR FORM 5 OBLIGATIONS MAY CONTINUE. SEE INSTRUCTION 1(B) U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* 2. Issuer Name AND Ticker or Trading Symbol 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) PEQUOT CAPITAL MANAGEMENT, INC.3 NETEGRITY, INC. Director 10% Owner NETE (Last) (First) (Middle) 3. IRS or Social Security 4. Statement for Officer (giveX Other (specify Number of Reporting Month/Year title below) below)1 500 NYALA FARM ROAD Person (Voluntary) ____________________________ 1/99 (Street) 5 If Amendment, 7. Individual or Joint/Group Filing (Check Applicable Line) Date of Original XForm filed by One Reporting Person WESTPORT, CT 06880 (Month/Year) Form filed by More than One Reporting Person 06/98 (City) (State) (Zip) TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature (Instr. 3) action action or Disposed of (D) Securities ship of Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect (Instr. 8) Owned at Direct (D) or Bene- (Month/ End of Month ficial Day/ (Instr. 3 and 4) Indirect Owner- Year) (A) or (I) ship Code V Amount (D) Price (Instr. 4) (Instr. 4) FORM 4 (CONTINUED) TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) Page 2 SEC 1474 (7-96) | 1. Title of Derivative Security 2. Conver- 3. Trans- 4. Transac- 5. Number of Deri- 6. Date Exer- 7. Title and Amount of 8. Price 9. Number 10. Owner- 11. Na- (Instr. 3) sion or action tion Code vative Securities cisable and Underlying Securities of of Deriv-ative ship ture Exercise Date (Instr. 8) Acquired (A) or Expiration (Instr. 3 and 4) Deriv- Secur- Form of In-direct Bene-ficial Price (Month/ Disposed of (D) Date ative ities of De-rivative Secu- Own-ership of Day/ (Instr. 3, 4, and 5) (Month/Day/ Secur- Bene-ficially Owned rity: Deriva-tive Year) Year) ity Direct Security (Instr. 5) at End (D) or (Instr. 4) Date Exer- Expira-tion Amount of Indi- Title or Number Month rect (I) Code V (A) (D) cisable Date of Shares (Instr. 4) (Instr. 4) SERIES D CONVERTIBLE PREFERRED STOCK N/A 6/8/98 P 833,334(2) N/A 6/8/98 N/A COMMON STOCK 833,334(2) $1.43/SHARE WARRANTS $2.00 6/8/98 P 375,197(2) N/A 6/8/98 1/7/03 COMMON STOCK 375,197(2) $.17/SHARE SERIES D CONVERTIBLE PREFERRED STOCK N/A 6/30/98 P 833,333(2) N/A 6/30/98 N/A COMMON STOCK 833,333(2) $1.43/SHARE 3,333,334 (I) (1) WARRANTS $2.00 6/30/98 P 375,196(2) N/A 6/30/98 1/7/03 COMMON STOCK 375,196(2) $.17/SHARE 1,500,786 (I) (1) Explanation of Responses: (1) THE REPORTING PERSON IS AN INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940 AND HAS VOTING POWER AND INVESTMENT POWER WITH RESPECT TO SECURITIES IN ITS CLIENTS' ACCOUNTS. THE REPORTING PERSON DISCLAIMS ANY OBLIGATION TO FILE THIS REPORT, AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS SUBJECT TO SECTION 16 WITH RESPECT EITHER TO THE ISSUER OR SUCH SECURITIES. (2) THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SECURITIES, AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS THE BENEFICIAL OWNER OF SUCH SECURITIES FOR PURPOSES OF RULE 16A-1(A)(1) OR (A)(2) OR FOR ANY OTHER PURPOSE. (3) THIS FILING IS BEING MADE TO REFLECT THE CHANGE IN THE NAME AND ADDRESS OF THE REPORTING PERSON. THE PREVIOUS REPORTING PERSON WAS DAWSON-SAMBERG CAPITAL MANAGEMENT, INC. ("DSCM"). AS OF JANUARY 1, 1999, DSCM RESTRUCTURED AND PEQUOT CAPITAL MANAGEMENT, INC., THE REPORTING PERSON IDENTIFIED ABOVE, WAS SPUN OFF. THE SECURITIES REPORTED HEREON ARE HELD BY INVESTMENT ADVISORY CLIENTS OF PEQUOT CAPITAL. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a). /S/ DAVID J. MALAT 2/10/99 **Signature of Reporting Person Date Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. -----END PRIVACY-ENHANCED MESSAGE-----