UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_4_)
NeTegrity, Inc.
(Name of Issuer)
Common Shares, $.01 par value
(Title of Class of Securities)
64110P107
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: David J. Malat 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 2000
(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).
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pequot Capital Management, Inc.
06-1524885
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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7. SOLE VOTING POWER
3,434,120
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
3,434,120
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,434,120
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.77%
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14. TYPE OF REPORTING PERSON*
IA
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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 Pequot 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. Arthur
J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the
Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the
controlling shareholders are Messrs. Samberg and Benton (collectively, the
"Executive Officers, Directors and Controlling Persons"). The business address
of the Reporting Person and the Executive Officers, Directors and Controlling
Persons is 500 Nyala Farm Road, Westport, CT 06880.
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, under rule 13d-3 under the Securities Exchange Act of
1934, the Reporting Person is deemed to be the beneficial owner of 3,434,120 of
the Company's Shares. On June 6, 2000, the accounts for which the Reporting
Person exercises investment discretion (the "Accounts") sold 131,909 Shares at
an average price of $62.2737 per Share. In addition, one of the Accounts
distributed 355,047 Shares to its partners on the same day, which necessitated
this filing.
Item 4. Purpose of Transaction
The sale and distribution of the Shares described herein was made in the
ordinary course of the Reporting Person's investment activities. The Reporting
Person reserves the right to purchase additional Shares or to dispose of
further Shares in the open market or in privately negotiated transactions or in
any other lawful manner in the future. The Reporting Person also has placed an
employee on the Company's Board of Directors and the Reporting Person reserves
the right to take whatever additional action with respect to the Accounts'
holdings in the Company as the Reporting Person deems to be in the best
interest of such Accounts.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person beneficially owns in the aggregate
3,434,120 Shares. These Shares represent approximately 17.77% of the 19,327,655
Shares that the Reporting Person believes are outstanding. The Reporting
Person has the sole power to vote, direct the vote, dispose and direct the
disposition of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
After a reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
June 12, 2000
Pequot Capital Management, Inc.
By:/s/ David J. Malat
David J. Malat, Chief Accounting Officer
