UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2004
Netegrity, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10139 04-2911320
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
201 Jones Road, Waltham, MA 02451
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 890-1700
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 6, 2004, Computer Associates International, Inc., a Delaware
corporation ("Computer Associates"), Nova Acquisition Corp., a Delaware
corporation ("Merger Sub"), and Netegrity, Inc. ("Netegrity"), entered into an
Agreement and Plan of Merger (the "Agreement"), under which Merger Sub will be
merged with and into Netegrity, with Netegrity continuing after the merger as
the surviving corporation and a wholly owned subsidiary of Computer Associates
(the "Merger"). At the effective time of the Merger, each issued and outstanding
share of common stock, par value $0.01 per share, of Netegrity ("Netegrity
Common Stock") will be converted into the right to receive $10.75 in cash. The
Agreement has been approved by Netegrity's Board of Directors, and the
transactions contemplated by the Agreement are subject to the approval of
Netegrity's stockholders, any required antitrust clearance and other customary
closing conditions. The foregoing description of the Merger is not complete and
is qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 2.1 hereto and is incorporated herein by reference.
In connection with the execution of the Agreement, certain directors,
executive officers and stockholders of Netegrity executed agreements with
Computer Associates and Merger Sub to vote their shares of Netegrity Common
Stock in favor of the proposed Merger and against any other proposal or offer to
acquire Netegrity (the "Stockholder Agreements"). The shares subject to the
Stockholder Agreements represent in the aggregate approximately 12% of the
outstanding shares of Netegrity Common Stock.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Netegrity plans to file with the Securities and Exchange Commission and
mail to its stockholders a Proxy Statement in connection with the transaction.
The Proxy Statement will contain important information about Netegrity, Computer
Associates, the transaction and related matters. Investors and security holders
are urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by Netegrity and Computer
Associates through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Proxy Statement from Netegrity by contacting Investor Relations,
Netegrity, 201 Jones Road, Waltham, MA 02451, 800-325-9870.
Computer Associates and Netegrity, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger agreement.
Information regarding Computer Associates's directors and executive officers is
contained in Computer Associates's Form 10-K for the year ended March 31, 2004
and its proxy statement dated July 28, 2004, as amended. Information regarding
Netegrity's directors and executive officers is contained in Netegrity's Form
10-K for the year ended December 31, 2004 and its proxy statement dated March
31, 2004, which are filed with the SEC. As of October 5, 2004, Netegrity's
directors and executive officers beneficially owned approximately 4.8 million
shares, or 12%, of Netegrity's common stock.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this Current Report on Form 8-K regarding the proposed
transaction between Computer Associates and Netegrity, the expected timetable
for completing the transaction, future
financial and operating results, benefits and synergies of the transaction,
future opportunities for the combined company and any other statements about
Computer Associates or Netegrity managements' future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the
words "believes," "plans," "anticipates," "expects," estimates and similar
expressions) should also be considered to be forward-looking statements. A
number of important factors could cause actual results or events to differ
materially from those indicated by such forward-looking statements, including:
the ability to consummate the transaction, the ability of Computer Associates to
successfully integrate Netegrity's operations and employees; the ability to
realize anticipated synergies and cost savings; the emergence of new competitive
initiatives resulting from rapid technological advances or changes in pricing in
the market; market acceptance of new products and services and continued
acceptance of existing products and services; risks associated with the entry
into new markets; business conditions in the distributed systems and mainframe
software and hardware markets; uncertainty and volatility associated with
Internet and eBusiness-related activities; and the other factors described in
Computer Associates's Annual Report on Form 10-K for the year ended March 31,
2004 and its most recent quarterly report filed with the SEC and in Netegrity's
Annual Report on Form 10-K for the year ended December 31, 2003 and its most
recent quarterly report filed with the SEC. Computer Associates and Netegrity
disclaim any intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this Current Report on Form
8-K.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 6, 2004, Netegrity announced preliminary financial results for
the quarter ended September 30, 2004. The full text of the press release issued
in connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Item 2.02 of Form 8-K and in Exhibit 99.1 to this
Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
ITEM 8.01. OTHER EVENTS
On October 6, 2004, Netegrity announced preliminary financial results for
the quarter ended September 30, 2004, including that it expects total revenues
for the third quarter to be in the range of approximately $19 million to $21
million. Based on these estimated revenues, Netegrity anticipates that it will
report net income ranging from approximately breakeven to a net loss of $(1.0)
million, which includes the after-tax effect of the non-cash software
amortization of approximately $500,000, and which will result in earnings per
share ranging from $0.00 to a loss per share of ($0.03).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of October 6, 2004,
by and among Computer Associates International, Inc., Nova
Acquisition Corp. and Netegrity, Inc.
99.1(1) Press Release dated October 6, 2004.
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(1) This exhibit, relating to Item 2.02, shall be deemed to be furnished,
and not 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 hereunto duly authorized.
NETEGRITY, INC.
Date: October 6, 2004 By: /s/ Regina O. Sommer
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Regina O. Sommer
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of October 6, 2004, by
and among Computer Associates International, Inc., Nova
Acquisition Corp. and Netegrity, Inc.
99.1 Press Release dated October 6, 2004.