SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
Commission file number 1-10139
NETEGRITY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 245 WINTER STREET 04-2911320
(State or other jurisdiction WALTHAM, MASSACHUSETTS 02451 (I.R.S. Employer
of incorporation or (Address of principal executive Identification
organization} offices, including Zip Code) Number)
(781) 890-1700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No__
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting Common Stock held by non-affiliates of
the registrant was $161,612,724 based on the closing price of the registrant's
Common Stock on June 25, 1999 as reported by the Nasdaq Over-the-Counter
Interdealer Automated Quotation System ($15.688 per share). As of June 25, 1999,
there were 10,301,678 shares of Common Stock outstanding.
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EXHIBIT 24.01
This AMENDMENT NO. 1 to our Annual Report on Form 10-K for the period ended
December 31, 1998 is being submitted for the purpose of filing the revised
Consent of Independent Accountants.
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized, on the
6th day of July, 1999.
NETEGRITY, INC.
By: /s/ JAMES E. HAYDEN
-------------------
JAMES E. HAYDEN
Chief Financial Officer
July 6, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
President, Chief Executive Officer
/s/ Barry N. Bycoff and Director (Principal Executive July 6, 1999
- ------------------------- Officer)
Barry N. Bycoff
Vice President, Finance &
/s/ James E. Hayden Administration, Chief Financial July 6, 1999
James E. Hayden Officer and Treasurer (Principal
Accounting and Financial Officer)
/s/ Eric R. Giler Director July 6, 1999
- ------------------------
Eric R. Giler
/s/ Michael L. Mark Director July 6, 1999
- -----------------------
Michael L. Mark
/s/ James P. McNiel Director July 6, 1999
- -------------------------
James P. McNiel
/s/ Ralph B. Wagner Director July 6, 1999
- -------------------------
Ralph B. Wagner
/s/ Stephen L. Watson Chairman of the Board of July 6, 1999
- -------------------------- Directors
Stephen L. Watson
EXHIBIT 24.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Netegrity, Inc. on Form S-8 (File Nos. 33-35225, 33-35318,
33-37796, 33-37797, 33-64779, 333-44893, 333-44895 and 333-58759) of our report
dated February 8, 1999, on our audits of the consolidated financial statements
and financial statement schedules of Netegrity, Inc. as of December 31, 1998 and
1997, and for the years ended December 31, 1998 and 1997 and the nine-month
transition period ended December 31, 1996, which report is included in this
Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Boston, MA
February 8, 1999
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