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
APRIL 21, 2003
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.)
201 JONES ROAD, WALTHAM, MA 02451
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(781) 890-1700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
52 SECOND AVENUE, WALTHAM, MA 02151
(FORMER ADDRESS, IF CHANGED FROM LAST REPORT)
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12,
"DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION").
On April 21, 2003, Netegrity, Inc. announced its financial results for the
quarter ended March 31, 2003. The full text of the press release issued in
connection with the announcement is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
In accordance with the procedural guidance in SEC Release No. 33-8216, the
information in this Form 8-K and the Exhibit attached hereto is being furnished
under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure
of Results of Operations and Financial Condition." The information 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.
USE OF NON-GAAP FINANCIAL INFORMATION
To supplement our consolidated financial statements presented in
accordance with GAAP, Netegrity, Inc. uses non-GAAP measures of net loss and net
loss per share, which are adjusted from results based on GAAP to exclude certain
expenses. These non-GAAP adjustments are provided to enhance the user's overall
understanding of our current financial performance and our prospects for the
future. Specifically, in order to better understand the comparability of
quarters, we believe that it is important to consider non-GAAP net loss (defined
as GAAP net loss excluding non-cash amortization of capitalized software) when
evaluating our cost structure and measuring our progress towards profitability.
The second quarter of 2003 is expected to be the last quarter that includes a
charge for non-cash amortization because capitalized software is expected to be
fully amortized as of June 30, 2003. The presentation of this additional
information is not meant to be considered in isolation or as a substitute for
results prepared in accordance with accounting principles generally accepted in
the United States.
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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: April 21, 2003 By: /s/Regina O. Sommer
---------------------------
Name: Regina O. Sommer
Title: Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Netegrity, Inc. issued on April 21, 2003
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