UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #10)
Netegrity, Inc.
(Name of Issuer)
Common Shares, $.01 par value
(Title of Class of Securities)
64110P107
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: Peter G. Streinger 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 2001
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement __. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pequot Capital Management, Inc.
06-1524885
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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7. SOLE VOTING POWER
2,651,180
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
2,651,180
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,180
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.60%
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14. TYPE OF REPORTING PERSON*
IA
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Item 1. Security and Issuer
This Statement relates to the Common Stock, $.01 par value (the "Shares"),
of Netegrity, Inc. (the "Company"), a Delaware corporation. The Company's
principal executive office is located at 52 Second Avenue, Waltham, MA
02451.
Item 2. Identity and Background
This statement is being filed on behalf of Pequot Capital Management, Inc.,
a Connecticut corporation (the "Reporting Person"). The principal business
of the Reporting Person, an investment adviser registered under the
Investment Advisers Act of 1940, is to act as investment adviser to certain
managed accounts. The executive officers of the Reporting Person are
Messrs. Arthur J. Samberg, Daniel C. Benton and Kevin E. O'Brien, the
directors of the Reporting Person are Messrs. Samberg, Benton and Kevin E.
O'Brien, and the controlling shareholders are Messrs. Samberg and Benton
(collectively, the "Executive Officers, Directors and Controlling
Persons"). The business address of the Reporting Person and the Executive
Officers, Directors and Controlling Persons is 500 Nyala Farm Road,
Westport, CT 06880.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to
such laws. Each of the Executive Officers, Directors and the Controlling
Persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, under rule 13d-3 under the Securities Exchange Act
of 1934, the Reporting Person is deemed to be the beneficial owner of
2,651,180 of the Company's Shares. On May 17, 2001, the accounts for which
the Reporting Person exercises investment discretion (the "Accounts") sold
76,923 Shares at an average price of $39.0647, on May 18, 2001, the
Accounts sold 57,692 at an average price of $40.1167, on August 1, 2001,
the Accounts sold 100,000 Shares at an average price of $28.3005, on August
2, 2001, the Accounts sold 200,000 Shares at an average price of $27.2968,
on August 3, 2001, the Accounts sold 90,000 Shares at an average price of
$25.6711, on August 6, 2001, the Accounts sold 35,000 Shares at an average
price of $25.0600, and on August 7, 2001, the Accounts sold 75,000 Shares
at an average price of $24.9980.
Item 4. Purpose of Transaction
The sale of the Shares described herein was made in the ordinary course of
the Reporting Person's investment activities. The Reporting Person reserves
the right to purchase additional Shares or to dispose of further Shares in
the open market or in privately negotiated transactions or in any other
lawful manner in the future. The Reporting Person also has placed an
employee on the Company's Board of Directors and the Reporting Person
reserves the right to take whatever additional action with respect to the
Accounts' holdings in the Company as the Reporting Person deems to be in
the best interest of such Accounts.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 2,651,180 Shares. These Shares represent approximately 8.60% of
the 30,834,211 Shares that the Reporting Person believes are outstanding.
The Reporting Person has the sole power to vote, direct the vote, dispose
and direct the disposition of all of the Shares. In addition, an employee
of the Reporting Person serves on the Board of Directors of the issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
After a reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
August 9, 2001
Pequot Capital Management, Inc.
By:/s/ Peter G. Streinger
Chief Financial Officer