SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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 5, 1998
NETEGRITY, INC.
(Exact name of registrant as specified in charter)
Delaware 1-10139 04-2911320
(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
245 Winter Street, Waltham, MA 02154
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (718) 890-1700
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 5, 1998, Netegrity, Inc. (the "Registrant"), entered into an
Amendment to the Preferred Stock and Warrant Purchase Agreement (the
"Agreement") with Pequot Private Equity Fund, L.P., a Delaware limited
partnership ("PPEF") and Pequot Offshore Private Equity Fund, Inc., a British
Virgin Islands corporation (together with PPEF, the "Pequot Entities"). Pursuant
to the terms of the Agreement, the Registrant sold 833,334 shares of
Series D Preferred Stock, at $1.50 per share, and 375,197 Warrants to the Pequot
Entities for an aggregate purchase price of $1,250,001. The Series D Preferred
Stock is automatically convertible into Common Stock on a one-for-one basis,
subject to adjustment. In addition, the Series D Preferred Stock is subject to
mandatory conversion into Common Stock upon certain circumstances.
This is the second sale pursuant to the Preferred Stock and Warrant
Purchase Agreement dated as of January 6, 1998, by and among the Pequot Entities
and the Registrant. Pursuant to the terms of the Agreement, the Registant
anticipates selling an additional $1,250,001 worth of Series D Preferred Stock
and warrants in July, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
See Exhibit Index.
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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, thereunto duly authorized.
Dated: June 5, 1998
NETEGRITY, INC.
By: /s/ Barry N. Bycoff
Barry N. Bycoff
President
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EXHIBIT INDEX
Exhibit Description Page Number
4 Amendment to the Preferred Stock and Warrant 5
Purchase Agreement, dated June 5, 1998, by and
among Netegrity, Inc., Pequot Private Equity
Fund, L.P., and Pequot Offshore Private Equity
Fund, Inc.
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AMENDMENT TO THE PREFERRED STOCK AND WARRANT PURCHASE
AGREEMENT
THIS AMENDMENT, dated as of June 5, 1998 (the "Amendment"), to the
Preferred Stock and Warrant Purchase Agreement, dated January 6, 1998 (the
"Agreement"), by and among Netegrity, Inc. (the "Company"), Peqout Private
Equity Fund, L.P. and Peqout Offshore Private Entity Fund, Inc. (collectively,
the "Purchasers"), is entered into by and among the Company and the Purchasers
(capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Agreement).
W I T N E S S E T H:
WHEREAS, the Company and the Purchasers desire to amend certain
provisions of the Agreement relating to the closing of the Subsequent Purchase
as set forth below.
NOW, THEREFORE, in consideration of the good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchasers hereby agree as follows:
1. Amendment to the Agreement. Acting in accordance with
Section 15 of the Agreement, the undersigned hereby consent to the following
amendments to the Agreement:
(a) Section 1.1 is deleted in its entirety and the following is
inserted in lieu thereof:
"1.1 The Purchases. Upon the terms and subject to the conditions set
forth in this Agreement, at the Initial Closing and the Subsequent Closings, the
Pequot Entities shall purchase from the Company and the Company shall sell to
the Pequot Entities, the number of shares of Series D Preferred Stock and
Warrants set forth opposite such entity's name on Exhibit B-1 (the "Initial
Purchase"), Exhibit B-2 (the "Second Purchase") and Exhibit B-3 (the "Third
Purchase" and, together with the Second Purchase, the "Subsequent Purchases"),
respectively (the Initial Purchase and the Subsequent Purchases collectively,
the "Purchases"), at the purchase price set forth opposite such entity's name on
each exhibit. The aggregate purchase price to be paid by the Pequot Entities for
the Series D Preferred Stock and Warrants purchased by them hereunder is set
forth on Exhibit B-1, B-2 and B-3, as the case may be, as "Total Purchase Price"
(collectively, the "Purchase Price").
(b) Section 1.2(a)(ii) is deleted in its entirety and the
following is inserted in lieu thereof:
"(ii) the closing of the Subsequent Purchases (each a "Subsequent
Closing" and, together, the "Subsequent Closings" and, together with the Initial
Closing, the "Closings") shall take place at the location and time of day
referred to in clause (i) above on June 5, 1998 in the case of the Second
Purchase and July 2, 1998 in the case of the Third Purchase; provided, however,
that
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prior to the Third Purchase, version 3.0 of the SiteMinder (the "SiteMinder
3.0") shall have attained Customer Satisfaction."
(c) References to "the Subsequent Closing" in Section 1.4(a) and
(c) shall be replaced with "a Subsequent Closing."
(d) The first three lines of Section 1.6 are deleted and the
following is inserted in lieu thereof:
"1.6 Conditions to each Subsequent Closing. The obligations of
the Pequot Entities to consummate each Subsequent Closing shall be subject to
the satisfaction (or waiver), on or prior to the date of such Subsequent
Closing, of the following conditions."
(e) The first two references to "the Subsequent Closing" in Section
1.6(a) and in Sections 1.6(f) and (h) shall be replaced by "such Subsequent
Closing" and the third of such references in Section 1.6(a) shall be replaced by
"each of the Subsequent Closings."
(f) The reference to "the Subsequent Closing" in Section 1.6(c)
shall be replaced by "each of the Subsequent Closings."
(g) Section 2.3 shall be amended to replace "Subsequent Closing" with
"Subsequent Closings" wherever such wording appears.
(h) Section 2.3 shall be amended further such that the two
references to "34.43%" be replaced with "31.53%".
(i) The first sentence of Section 4.9 shall be amended to replace
"Subsequent Purchase" with "Subsequent Purchases."
(j) The first sentence of Section 4.15 shall be amended to
replace "the Subsequent Closing" with "July 1, 1998."
(k) Exhibit B-2 is deleted in its entirety and Exhibits B-2 and
B-3 (attached hereto) are inserted in lieu thereof.
(l) The reference in Exhibit G to "Subsequent Closing" shall be
replaced by "Subsequent Closings."
2. Amendments to Disclosure Schedules. Attached hereto are
updates to Schedules 1.3(b), 2.3, 2.6, 2.9, 2.10(a), 2.10(b), 2.10(c), 2.11,
2.12(b), 2.14 and 2.15 to the Agreement, thereby making the Schedules to the
Agreement true and correct in all material respects.
2
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3. Entire Agreement. The Agreement, as amended by this
Amendment, sets forth the entire understanding of the parties with respect to
the transactions contemplated hereby.
4. Effect of Amendment. Upon effectiveness of this Amendment, on or
after the date hereof, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference in
any other documents entered into in connection with the Agreement, shall mean
and be a reference to the Agreement, as amended hereby. Except as specifically
amended above, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
5. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
NETEGRITY, INC.
By:/s/ Barry N. Bycoff
Name: Barry N. Bycoff
Title: President
PEQUOT PRIVATE EQUITY FUND, L.P.
By:/s/ Ariel Peretz
Name: Ariel Peretz
Title: Chief Financial Officer
PEQUOT OFFSHORE PRIVATE EQUITY
FUND, INC.
By:/s/ Ariel Peretz
Name: Ariel Peretz
Title: Chief Financial Officer
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EXHIBIT B-2
SCHEDULE OF PURCHASERS
SECOND CLOSING
<TABLE>
Series D Cash
Shares Warrants Tendered*
Investor Name Purchased (#) Purchased (#) ($)
<S> <C> <C> <C>
Peqout Private Equity Fund L.P. 739,682 333,031 1,109,523
354 Pequot Avenue
Southport, CT 06490-0760
Attention: Lawrence D. Lenihan, Jr.
Telephone: (203) 254-0091
Fax: (203) 254-3259
Pequot Offshore Private Equity Fund, Inc. 93,652 42,166 140,478
c/o Hemisphere Management Limited
Hemisphere House
9 Church Street
P.O. Box HM 951
Hamilton HM DX Bermuda
Attention: Thomas L. Healy
Phone: (441) 295-9166
Fax: (441) 295-1607 __________ __________ __________
Total Purchase Price: 833,334 375,197 1,250,001
======= ======= =========
Purchase Price Per Share: $1.50
</TABLE>
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EXHIBIT B-3
SCHEDULE OF PURCHASERS
THIRD CLOSING
<TABLE>
Series D Cash
Shares Warrants Tendered*
Investor Name Purchased (#) Purchased (#) ($)
<S> <C> <C> <C>
Peqout Private Equity Fund L.P. 739,681 333,031 1,109,521.50
354 Pequot Avenue
Southport, CT 06490-0760
Attention: Lawrence D. Lenihan, Jr.
Telephone: (203) 254-0091
Fax: (203) 254-3259
Pequot Offshore Private Equity Fund, Inc. 93,652 42,165 140,478.00
c/o Hemisphere Management Limited
Hemisphere House
9 Church Street
P.O. Box HM 951
Hamilton HM DX Bermuda
Attention: Thomas L. Healy
Phone: (441) 295-9166
Fax: (441) 295-1607 __________ __________ __________
Total Purchase Price: 833,333.00 375,196 1,249,999.50
========== ======= ============
Purchase Price Per Share: $1.50
</TABLE>
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