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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
PURSUANT TO SECTION 12, 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
NETEGRITY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10139 04-2911320
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
245 Winter Street
Waltham, Massachusetts 02154 (781) 890-1700
(Address of principal executive (Zip Code) (Registrant's telephone
offices) number, including area code)
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AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
January 15, 1998 as set forth in the pages attached hereto:
Item 5. Other Events
On January 6, 1998, Netegrity, Inc. (the "Registrant"), entered into a
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"). On January 7, 1998, the Registrant
sold 1,666,667 shares of Series D Preferred Stock, at $1.50 per share, and
750,393 Warrants to the Pequot Entities for an aggregate purchase price of
$2,500,000.50 (the "Pequot Transaction"). 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. Pursuant to the
Agreement, the Pequot Entities intend to make a second $2.5 million investment
following the next release of SiteMinder(TM), the Registrant's flagship product
for security management of Web Applications. As part of the transaction, James
McNiel ("McNiel") is joining the Board of Directors of the Registrant, as
designee of the Pequot Entities, and has agreed to provide certain consulting
services to the Registrant. In connection with such service, the Registrant
granted McNiel warrants for the purchase of 100,000 shares of Common Stock.
This Current Report on Form 8-K/A is filed solely to incorporate a Pro
Forma Balance Sheet giving effect to the Pequot Transaction as having occurred
on December 31, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
Registrant's Pro Forma Balance Sheet
Pro Forma Consolidated Balance Sheet as of December 31, 1997 (unaudited)
The unaudited pro forma consolidated balance sheet gives effect to the
transaction with Pequot Transaction on January 6, 1998 as having occurred on
December 31, 1997. The unaudited pro forma consolidated balance sheet is
presented for comparison purposes only, and is not necessarily indicative of
what the actual financial position of the Registrant would have been at December
31, 1997, nor does it purport to represent the future financial position of the
Registrant. This unaudited pro forma consolidated balance sheet should be read
in conjunction with, and is qualified in its entirety by the historical balance
sheet.
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Historical Pro-forma Pro-forma
31-Dec-97 adjustments 31-Dec-97
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents 2,133,586 2,450,001 4,583,587
Escrow receivable 600,000 600,000
Accounts receivable-trade, net of allowance for doubtful
accounts of $64,460 and $67,797 at December 31, 1997
and 1996, respectively 791,369 791,369
Other current assets 312,971 312,971
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TOTAL CURRENT ASSETS 3,837,926 2,450,001 6,287,927
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET 585,055 585,055
Capitalized software costs, net 309,891 309,891
OTHER ASSETS:
Investment in Encotone, LTD
Investment in Encotone, Inc. 78,199 78,199
Other 37,438 37,438
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TOTAL OTHER ASSETS 115,637 115,637
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TOTAL ASSETS 4,848,509 2,450,001 7,298,510
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable-trade 1,507,071 1,507,071
Other accrued expenses 2,022,949 2,022,949
Accrued compensation 279,722 279,722
Current portion of capitalized lease obligations 19,068 19,068
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TOTAL CURRENT LIABILITIES 3,828,810 3,828,810
LONG-TERM CAPITAL LEASE OBLIGATIONS 3,653 3,653
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TOTAL LIABILITIES 3,832,463 3,832,463
COMMITMENTS AND CONTINGENCIES 0 0
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Historical Pro-forma Pro-forma
31-Dec-97 adjustments 31-Dec-97
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STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value 1,666,667 shares authorized and
outstanding 16,667 16,667
Common Stock, voting, $.01 par value, authorized 25,000,000 shares:
9,279,346 shares issued and 9,254,245 shares outstanding at
December 31, 1997;
9,204,946 shares issued and 9,179,845 shares outstanding at
December 31, 1996 92,793 92,793
Additional paid-in capital 10,578,330 2,433,334 13,011,664
Cumulative translation adjustment 28,028 28,028
Cumulative deficit (9,399,448) (9,399,448)
Loan to officer (200,000) (200,000)
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1,099,703 2,450,001 3,549,704
Less - Treasury Stock, at cost: 25,101 shares (83,657) (83,657)
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TOTAL STOCKHOLDERS' EQUITY 1,016,046 2,450,001 3,466,047
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 4,848,509 2,450,001 7,298,510
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Pro forma adjustments represent the sale of 1,666,667 Series D Preferred Stock
(see Item 5 above) less reimbursement of certain of the purchasers' closing
costs in accordance with the Agreement.
(c) Exhibits
See Exhibit Index.
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EXHIBIT INDEX
Exhibit Description Page Number
4 Preferred Stock and Warrant Purchase Agreement, *
dated January 6, 1998, by and among Netegrity, Inc.,
Pequot Private Equity Fund, L.P., and Pequot Offshore
Private Equity Fund, Inc.
* Previously filed.
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: April 29, 1998
NETEGRITY, INC.
By: /s/ Barry N. Bycoff
Barry N. Bycoff
President
296685-1
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