Filed Pursuant to Rule 424(b)(3)
File Number 333- 82640
PROSPECTUS SUPPLEMENT DATED AUGUST 6, 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"), and any supplements thereto, 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, and any supplements thereto, except to the extent that the
information herein contained supersedes the information contained in the
Prospectus, and any supplements thereto. Capitalized terms used in this
Prospectus Supplement and not otherwise defined herein have the meanings
specified in the Prospectus.
SELLING STOCKHOLDERS
Brobeck, Phleger & Harrison LLP transferred a total of 1,114 of its shares of
the Common Stock to the following parties: Richard Meamber, Zaitun Poonja,
Heather Cox Brookfield, Marcia Y. Lucas, J.T. Capital LLC, Mark Horowitz,
William C. Anderson, Mark Boxer, Henock Gessesse, Rahul Kapoor, Estate of Gerard
Boyce, Anna Ruiz Rothbart, Christina T. Hall, John Mills and Patricia G.
Copeland (the "Brobeck Transferees"). None of such transferees were specifically
named in the Prospectus. The following table lists the Selling Stockholders not
previously specifically identified in the Prospectus, or any supplements
thereto, as a Selling Stockholder, and the number of shares each 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 the Brobeck Transferees and by substituting the
information set forth below in the case of Brobeck, Phleger & Harrison LLP:
Shares of Common Stock
Shares of Common Stock to be Beneficially
Beneficially Owned Prior to Owned after
Offering(1)(10) Offering(1)(2)(10)
------------------------------ -------------------------
Name of Selling Stockholder Number Percentage Number of Shares of Number Percentage
--------------------------- ------ ---------- ------ ----------
Common Stock Being
Offered
----------
Anna Ruiz Rothbart 56 * 56 0 0
Brobeck, Phleger & Harrison, LLP 4,300 * 4,300 0 0
Christina T. Hall 56 * 56 0 0
Estate of Gerard Boyce 93 * 93 0 0
Heather Cox Brookfield 56 * 56 0 0
Henock Gessesse 46 * 46 0 0
John Mills 93 * 93 0 0
JT Capital LLC 93 * 93 0 0
Marcia Y. Lucas 62 * 62 0 0
Mark Boxer 93 * 93 0 0
Mark Horowitz 93 * 93 0 0
Patricia G. Copeland 48 * 48 0 0
Rahul Kapoor 46 * 46 0 0
Richard Meamber 93 * 93 0 0
William C. Anderson 93 * 93 0 0
Zaitun Poonja 93 * 93 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.
(10) Brobeck, Phleger & Harrison LLP transferred to certain
individuals and entities 1,114 of the shares of Netegrity common stock
owned by Brobeck, Phleger & Harrison LLP. Of the 4,300 remaining shares
held by Brobeck, Phleger & Harrison LLP, 541 are held in the escrow
account. None of the 1,114 shares of Netegrity common stock transferred
by Brobeck, Phleger & Harrison LLP are 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.