As filed with the Securities and Exchange Commission on August 14, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NETEGRITY, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-2911320
(State of Incorporation) (IRS Employer Identification Number)
52 Second Avenue, Waltham, MA 02154
(Address of Principal Executive Offices)
(781) 890-1700
(Registrant's telephone number, including area code)
NETEGRITY, INC. 1997 STOCK OPTION PLAN
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
-------------------------- ------------------------- ----------------- ----------------- -----------------------
registered registered(1) Offering Price Per Share Aggregate Offering Price Fee(2)
---------- ------------- ------------------------ ------------------------ ------
Common Stock, par value 60,488 Shares $36.09 $2,183,011.92 $545.75
$.01 per share
Common Stock, par value 134,250 Shares $27.17 $3,647,572.50 $911.89
$.01 per share
Common Stock, par value 4,500 Shares $20.00 $90,000.00 $22.50
$.01 per share
Common Stock, par value 190,687 Shares $18.00 $3,432,366.00 $858.09
$.01 per share
Common Stock, par value 240,000 Shares $17.09 $4,101,600.00 $1,025.40
$.01 per share
Common Stock, par value 54,000 Shares $16.25 $877,500.00 $219.38
$.01 per share
Common Stock, par value 280,313 Shares $15.25 $4,274,773.25 $1,068.69
$.01 per share
Common Stock, par value 165,562 Shares $14.83 $2,455,284.46 $613.82
$.01 per share
Common Stock, par value 30,000 Shares $8.92 $267,600.00 $66.90
$.01 per share
Common Stock, par value 182,154 Shares $7.46 $1,358,868.84 $339.72
$.01 per share
Common Stock, par value 153,495 Shares $4.37 $670,773.15 $167.69
$.01 per share
Common Stock, par value 22,500 Shares $3.83 $86,175.00 $21.54
$.01 per share
Common Stock, par value 180,000 Shares $2.75 $495,000.00 $123.75
$.01 per share
Common Stock, par value 270,000 Shares $2.37 $639,900.00 $159.98
$.01 per share
Common Stock, par value 88,587 Shares $1.29 $114,277.23 $28.57
$.01 per share
Common Stock, par value 85,950 Shares $1.09 $93,685.50 $23.42
$.01 per share
Common Stock, par value 22,500 Shares $0.92 $20,700.00 $5.18
$.01 per share
Common Stock, par value 85,014 Shares $20.76 $1,764,890.60 $441.22
$.01 per share
Total 2,250,000 Shares $27,396,064 $6,634.46
(1) Also registered hereunder are such additional number of shares of
Common Stock, presently indeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan to which this Registration Statement
relates.
(2) Computed in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee. The registration fee
has been calculated with respect to 85,014 of the shares registered on the basis
of the average of the high and low price, calculated at $20.76, on August 10,
2001, and with respect to the remaining 2,164,986 shares registered on the basis
of the price at which options may be exercised.
NOTE
This Registration Statement is being filed solely for the purpose of
registering 2,250,000 additional shares of Common Stock of Netegrity, Inc.
issuable pursuant to the 1997 Stock Option Plan (the "Option Plan") originally
adopted in 1997. The total number of shares issuable under the Option Plan is
3,750,000 as of August 14, 2001, of which 750,000 shares were previously
registered on Form S-8 (Reg. No. 333-44893) and 750,000 shares were previously
registered on Form S-8 (Reg. No. 333-87567). Pursuant to Instruction E to Form
S-8, the contents of the Registration Statements on Form S-8 (Registration Nos.
333-44893 and 333-87567) are herein incorporated by reference. The amounts
listed hereunder reflect a 3:2 split of the Common Stock of Netegrity, Inc. on
September 1, 2000.
ITEM 8. EXHIBITS
Number Description
4.1 1997 Stock Option Plan
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation.
23.1 Consent of Hutchins, Wheeler & Dittmar, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers, LLP.
24.1 Powers of Attorney (See Page II-2).
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Waltham, Massachusetts on August 14, 2001.
NETEGRITY, INC.
By s/ Barry N. Bycoff
--------------------------------
Barry N. Bycoff
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Barry N. Bycoff and James E. Hayden and each of
their acting without the other, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or in his name,
place and stead, in any and all capacities to sign any and all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
s/ Barry N. Bycoff Chairman of the Board of Directors, August 14, 2001
------------------
Barry N. Bycoff President, Chief Executive Officer and
Director (principal executive officer)
s/ James E. Hayden Vice President and Chief Financial Officer August 14, 2001
-------------------
James E. Hayden (principal financial and accounting officer)
s/ Paul F. Deninger Director August 14, 2001
-------------------
Paul F. Deninger
s/ Eric R. Giler Director August 14, 2001
----------------
Eric R. Giler
s/ Lawrence D. Lenihan Director August 14, 2001
-----------------------
Lawrence D. Lenihan
s/ Ralph B. Wagner Director August 14, 2001
------------------
Ralph B. Wagner
s/ Michael L. Mark Director August 14, 2001
------------------
Michael L. Mark
INDEX TO EXHIBITS
Exhibit
Number
4.1 1997 Stock Option Plan.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers, LLP.
24.1 Powers of Attorney (See page II-2).