Filed Pursuant to Rule 424(b)(3)
File Number 333- 82640
PROSPECTUS SUPPLEMENT DATED JUNE 21, 2002
to
Prospectus Dated March 1, 2002
NETEGRITY, INC.
2,499,968 Shares
of
Common Stock
($.01 Par Value)
This Prospectus Supplement supplements the Prospectus dated March 1, 2002 (the
"Prospectus") of Netegrity, Inc., a Delaware corporation (the "Company"),
relating to an aggregate of 2,499,968 shares of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company that may be sold from time to time by
certain stockholders of the Company who received such shares in connection with
the Company's acquisition of DataChannel, Inc., or by donees, pledgees,
transferees or other successors-in-interest that receive such shares as a gift,
pledge, distribution to members or partners or other non-sale-related transfer
(the "Selling Stockholders"). This Prospectus Supplement should be read in
conjunction with, may not be delivered or utilized without, and is qualified by
reference to, the Prospectus except to the extent that the information herein
contained supersedes the information contained in the Prospectus. Capitalized
terms used in this Prospectus Supplement and not otherwise defined herein have
the meanings specified in the Prospectus.
SELLING STOCKHOLDERS
Recently, XML Fund LLC transferred a total of 35,794, of its shares of the
Common Stock to its members, David Pool and David Kenyon. One of such
transferees, David Kenyon, was not specifically named in the Prospectus. The
following table lists the Selling Stockholder not previously specifically
identified in the Prospectus as a Selling Stockholder, and the number of shares
such Selling Stockholder beneficially owns and may sell pursuant to the
Prospectus from time to time. The information in the table appearing under the
heading "Selling Stockholders" in the Prospectus is hereby amended by adding the
information below with respect to Mr. Keynon and by substituting the information
set forth below in the case of Mr. Pool and the XML Fund LLC:
Shares of Common Stock
Shares of Common Stock to be Beneficially
Beneficially Owned Prior to Owned after
Offering(1)(9) Offering(1)(2)(9)
------------------------------- -------------------------
Name of Selling Stockholder Number Percentage Number of Shares of Number Percentage
Common Stock Being
Offered
David Kenyon(9) 243 * 243 0 0
David Pool(3)(4)(5)(9) 171,114 * 171,114 0 0
XML Fund LLC(9) 3,977 * 3,977 0 0
--------------------------
* Less than one percent.
(1) Of the total shares of common stock listed as owned by the
selling stockholders, a total of 250,000 shares are held in an escrow
account to secure indemnification obligations of the former
stockholders of DataChannel to us. It is expected that these shares
(less any shares that may be distributed from the escrow account to us
in satisfaction of indemnification claims) will be released from escrow
and distributed to the selling stockholders on December 14, 2002. The
number of shares indicated as owned by each selling stockholder
includes those shares (representing approximately 10% of the number of
shares listed as beneficially owned by each selling stockholder) which
such selling stockholder is entitled to received upon distribution of
these shares from the escrow account.
(2) We do not know when or in what amounts a selling stockholder may
offer shares for sale. The selling stockholders might not sell any or
all of the shares offered by this prospectus. Because the selling
stockholders may offer all or some of the shares pursuant to this
offering, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the shares, we
cannot estimate the number of the shares that will be held by the
selling stockholder after completion of the offering. However, for
purposes of this table, we have assumed that, after completion of the
offering, none of the shares covered by this prospectus will be held by
the selling stockholders.
(3) Employees or former employed of Netegrity and/or DataChannel.
(4) Former directors or employees of DataChannel.
(5) Excludes 3,977 shares of Netegrity common stock owned by XML
Fund, LLC, a Washington limited liability company of which David Pool
is the manager and of which he owns a majority of the equity interest.
(9) XML Fund, LLC distributed to its members all of the shares of
Netegrity common stock owned by XML Fund, LLC which were not held in
the escrow account. The remaining 3,977 shares of Netegrity common
stock owned by XML Fund, LLC are held in the escrow account. None of
the 35,551 or 243 shares of Netegrity common stock distributed to David
Pool or David Kenyon, respectively, is held in the escrow account.
None of the selling stockholders has held any position or office with, or has
otherwise had a material relationship with, us or any of our subsidiaries within
the past three years, except that the selling stockholders indicated have been
employed by us and/or DataChannel or were members of the DataChannel board of
directors. In connection with our acquisition of DataChannel, we entered into
employment offer letters with Lucie Fjeldstad, formerly President and Chief
Executive Officer of DataChannel, and James Beach, formerly Chief Financial
Officer of DataChannel, under which each agreed to perform certain services for
us through June 14, 2002.