SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
MARCH 13, 2001
Date of Report (Date of Earliest Event Reported)
NETEGRITY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-10139 04-2911320
(State or other jurisdiction of (Commission (IRS. Employer
incorporation or organization) File Number) Identification No.)
52 SECOND AVENUE, WALTHAM, MA 02451
(Address of principal executive offices) (Zip Code)
(781) 890-1700
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Netegrity, Inc. ("Netegrity") terminated the engagement of
PricewaterhouseCoopers LLP ("PwC") as Netegrity's independent public accountants
on March 13, 2001. This decision was approved by the Audit Committee of
Netegrity's Board of Directors and by the Board of Directors. PwC's report on
Netegrity's financial statements for the fiscal years ended December 31, 1999
and December 31, 2000 did not contain an adverse opinion, a disclaimer of
opinion or any qualifications or modifications related to uncertainty,
limitation of audit scope or application of accounting principles. During the
fiscal years ended December 31, 1999 and December 31, 2000 and through the date
of termination of the engagement, there were no disagreements with PwC on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure with respect to Netegrity's financial statements
that, if not resolved to PwC's satisfaction, would have caused PwC to make
reference to the subject matter of the disagreement in connection with PwC's
reports.
During the fiscal years ended December 31, 1999 and December 31, 2000 and
through the date of termination of the engagement, there have been no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the
Securities and Exchange Commission (the "Commission").
Netegrity has requested that PwC furnish it with a letter addressed to the
Commission stating whether or not it agrees with the above statements. Such
letter is filed as Exhibit 16.1 hereto.
On March 13, 2001, Netegrity engaged Arthur Andersen LLP ("AA") as its
independent public accountants for the fiscal year ending December 31, 2001. The
engagement was approved by the Audit Committee of Netegrity's Board of Directors
and by the Board of Directors. Netegrity has not consulted with AA during the
fiscal years ended December 31, 1999 and December 31, 2000 nor during the
subsequent period to the date of such engagement regarding either (i) the
application of accounting principles to a specified transaction or transactions,
either completed or proposed, or (ii) the type of audit opinion AA might render
on Netegrity's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16.1 Letter from PricewaterhouseCoopers LLP to the Commission
regarding change in accountant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
NETEGRITY, INC.
Date: March 16, 2001 By: s/James E. Hayden
Name: James E. Hayden
Title: Chief Financial Officer,
Vice President of Finance
and Administration and
Treasurer
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED MARCH 13, 2001
Exhibit Description
Exhibit 16.1 Letter from PricewaterhouseCoopers LLP regarding change
in accountant.
Exhibit 16.1
March 16, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Netegrity, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated March 13, 2001. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP