UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_3_)
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:
Thomas S. Galvin 203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1999
(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 .
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 5 OF 4
5
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)
(b)
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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 0
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 0%
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, James M. Thorburn, Thomas S. Galvin and Anthony J.
Giammalva, the directors of the Reporting Person are Messrs. Dawson, Thorburn
and Giammalva, and the controlling shareholder is Mr. Dawson (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
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
As of the date hereof, the Reporting Person is no longer deemed to be the
beneficial owner of the Company's Shares. In the transaction which is the
subject of this filing, the Reporting Person spun off a portion of its
investment management business to Pequot Capital Management, Inc. ("Pequot
Capital"). This spin-off resulted in the transfer of certain accounts for
which the Reporting Person previously exercised investment discretion to
Pequot Capital on January 1, 1999, resulting in the Reporting Person no longer
having beneficial ownership of such Shares.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After a reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
January 6, 1999
Dawson-Samberg Capital Management, Inc.
By:/s/ Thomas S. Galvin
Thomas S. Galvin, Chief Financial Officer