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)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave.
Southport, CT 06490 Attn: Amiel M. Peretz 203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
January 7, 1998
(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 o.
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 DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
IRS Identification No. of Above Person 06-1033494
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
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 2,417,060
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 2,417,060
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,417,060
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 20.8%
14 Type of Reporting Person IA
<PAGE>
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 Dawson-Samberg 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. Jonathan T. Dawson, Arthur J. Samberg and Amiel M. Peretz, the
directors of the Reporting Person are Messrs. Dawson and Samberg and Ms.
Sheila Clancy, and the controlling shareholders are Messrs. Dawson and Samberg
(collectively, the "Executive Officers, Directors and Controlling Persons").
The business address of the Reporting Person and the Executive Officers,
Directors and Controlling Persons is 354 Pequot Avenue, Southport, CT 06490.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in a
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
Under rule 13d-3(d) (1) (i) under the Securities Exchange Act of 1934,
the Reporting Person is deemed to be the beneficial owner of 2,417,060 of the
Company's Shares as follows: the accounts for which the Reporting Person
exercises investment discretion (the "Accounts") own 750,393 warrants
("Warrants") to purchase the Company's Shares at $2.00 per share, expiring
January 7, 2003, and 1,666,667 shares of the Company's Series D Convertible
Preferred Shares ("Preferred") which are convertible into 1,666,667 Shares.
The Warrants and the Preferred were acquired from the Company in a private
placement for a total cost of $2,500,000.50.
The funds for the purchase of the Shares held by the Accounts were
obtained from the contributions of their various partners/shareholders.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Preferred and the Warrants described herein were
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 the ability to place 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.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 2,417,060 Shares. These Shares represent approximately 20.8% of the
11,622,066 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 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.
In addition, the Accounts managed by the Reporting Person have agreed
pursuant to the Preferred Stock and Warrant Purchase Agreement, subject to
certain conditions contained in such Agreement, to purchase an additional
1,666,667 Shares of Series D Convertible Preferred Stock and 750,393 Warrants
for a purchase price of $2,500,000.50 at such time as certain conditions are
fulfilled in the sole discretion of the Reporting Person.
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 16, 1998
Dawson-Samberg Capital Management, Inc.
By:/s/ Amiel M. Peretz
Amiel M. Peretz, Chief Financial Officer
