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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Netegrity, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
64110P107
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d - 1(b)
[X] Rule 13d - 1(c)
[ ] Rule 13d - 1(d)
*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).
<PAGE> 2
CUSIP NO. 64110P107 13G PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edison Venture Fund II, L.P.
22-3069982
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 64110P107 13G PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edison Partners II, L.P.
22-3069978
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
<PAGE> 4
CUSIP NO. 64110P107 13G PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Martinson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 64110P107 13G PAGE 5 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard J. Defieux
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 64110P107 13G PAGE 6 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gustav H. Koven, III
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 64110P107 13G PAGE 7 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas A. Smith
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 64110P107 13G PAGE 8 OF 12 PAGES
Schedule 13G
Item 1(a). Name of Issuer: Netegrity, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 245 Winter
Street, Waltham, MA 02154.
Item 2(a). Names of Persons Filing: Edison Venture Fund II, L.P. ("Edison
Venture Fund II"); Edison Partners II, L.P. ("Edison Partners
II"); John H. Martinson, Richard J. Defieux, Gustav H. Koven,
III and Thomas A. Smith (collectively, the "General
Partners"). The General Partners, Edison Venture Fund II and
Edison Partners II are collectively referred to as the
"Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of the Reporting Persons is
1009 Lenox Drive, #4, Lawrenceville, NJ 08648.
Item 2(c). Citizenship: Edison Venture Fund II and Edison Partners II are
limited partnerships organized under the laws of the state of
Delaware. Each of the General Partners is a United States
citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.01 par value,
(the "Common Stock").
Item 2(e). CUSIP Number: 64110P107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b), or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Securities Exchange Act of 1934
(the "Act");
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act;
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section
8 of the Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d - 1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment fund
in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with
Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act.
<PAGE> 9
CUSIP NO. 64110P107 13G PAGE 9 OF 12 PAGES
(j) [ ] Group, in accordance with Rule 13d-1(b)
(1)(ii)(H) of the Act.
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [X]
Item 4. Ownership.
(a) Amount Beneficially Owned: Edison Venture Fund II,
Edison Partners II and each of the General Partners
may be deemed to beneficially own 0 shares of Common
Stock as of December 31, 1998.
Edison Partners II is the sole general partner of
Edison Venture Fund II. The General Partners are the
general partners of Edison Partners II.
(b) Percent of Class: Edison Venture Fund II, 0%; Edison
Partners II, 0%; John H. Martinson, 0%; Richard J.
Defieux, 0%; Gustav H. Koven, III, 0%; Thomas A.
Smith, 0%. The foregoing percentages are based on the
9,405,446 shares of Common Stock reported by the
Issuer to be outstanding as of November 06, 1998.
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
Edison Venture Fund II, 0; Edison Partners
II, 0; John H. Martinson, 0; Richard J.
Defieux, 0; Gustav H. Koven, III, 0; and
Thomas A. Smith, 0.
(ii) Shared power to vote or to direct the vote:
Edison Venture Fund II, 0; Edison Partners
II, 0; John H. Martinson, 0; Richard J.
Defieux, 0; Gustav H. Koven, III,; and
Thomas A. Smith, 0.
(iii) Sole power to dispose or direct the
disposition of: Edison Venture Fund II, 0;
Edison Partners II, 0; John H. Martinson, 0;
Richard J. Defieux, 0; Gustav H Koven, III,
0; and Thomas A. Smith, 0.
(iv) Shared power to dispose or direct the
disposition of: Edison Venture Fund II, 0;
Edison Partners II, 0; John H. Martinson, 0;
Richard J. Defieux, 0; Gustav H. Koven, III,
0; and Thomas A. Smith, 0.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable.
<PAGE> 10
CUSIP NO. 64110P107 13G PAGE 10 OF 12 PAGES
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable. The Reporting Persons expressly disclaim
membership in a "group" as defined in Rule 13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participation in any transaction
having that purpose or effect.
<PAGE> 11
CUSIP NO. 64110P107 13G PAGE 11 OF 12 PAGES
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 1999 EDISON VENTURE FUND II, L.P.
By: Edison Partners II, L.P.
its General Partner
By: /s/ John H. Martinson
------------------------
John H. Martinson
General Partner
EDISON PARTNERS II, L.P.
By: /s/ John H. Martinson
------------------------
John H. Martinson
General Partner
/s/ John H. Martinson
-----------------------
John H. Martinson
/s/ Richard J. Defieux
-----------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
-------------------------
Gustav H. Koven, III
/s/ Thomas A. Smith
-----------------------
Thomas A. Smith
<PAGE> 1
CUSIP NO. 64110P107 13G PAGE 12 OF 12 PAGES
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of Netegrity, Inc.
This agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 12, 1999. EDISON VENTURE FUND II, L.P.
By: Edison Partners II, L.P.
its General Partner
By: /s/ John H. Martinson
-----------------------
John H. Martinson
General Partner
EDISON PARTNERS II, L.P.
By: /s/ John H. Martinson
------------------------
John H. Martinson
General Partner
/s/ John H. Martinson
-----------------------
John H. Martinson
/s/ Richard J. Defieux
-----------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
-------------------------
Gustav H. Koven, III
/s/ Thomas A. Smith
-----------------------
Thomas A. Smith
