As filed with the Securities and Exchange Commission on October 31, 2001.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NETEGRITY, INC.
(Exact name of issuer as specified in its charter)
Delaware 04-2911320
(State of Incorporation) (IRS Employer Identification Number)
52 Second Avenue, Waltham, MA 02451
(Address of Principal Executive Offices)
(781) 890-1700
(Registrant's telephone number, including area code)
NETEGRITY, INC. 2000 STOCK INCENTIVE PLAN
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
registered registered(1) Share(2) Price(2) Fee
Common Stock, par value 2,300,000 Shares $11.19 $25,737,000.00 $6,434.25
$.01 per share
(1) Also registered hereunder are such additional number
of shares of Common Stock, presently indeterminable, as may be necessary to
satisfy the antidilution provisions of the Plan to which this Registration
Statement relates.
(2) Calculated solely for the purpose of this offering under Rule 457(h)
of the Securities Act of 1933, as amended (the "Securities Act") on the basis of
the high and low selling prices per share of Netegrity, Inc.'s Common Stock on
October 30, 2001, as reported on the Nasdaq National Market which was $11.19.
NOTE
This Registration Statement is being filed solely for the purpose of
registering 2,300,000 additional shares of Common Stock of Netegrity, Inc.
issuable pursuant to the 2000 Stock Incentive Plan (the "Option Plan")
originally adopted in 2000. The total number of shares issuable under the Option
Plan is 5,300,000 as of October 29, 2001, of which 3,000,000 shares were
previously registered on Form S-8 (Reg. No. 333-48428). Pursuant to Instruction
E to Form S-8, the contents of the Registration Statement on Form S-8
(Registration No. 333-48428) is herein incorporated by reference. The amounts
listed hereunder reflect a 3:2 split of the Common Stock of Netegrity, Inc. on
September 1, 2000.
ITEM 8. EXHIBITS
Number Description
4.1 2000 Stock Incentive Plan
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation.
23.1 Consent of Hutchins, Wheeler & Dittmar, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (See Page II-2).
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Waltham, Massachusetts on October 25, 2001.
NETEGRITY, INC.
By /s/Barry N. Bycoff
Barry N. Bycoff
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Barry N. Bycoff his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or in his name, place and stead, in any and all capacities to sign any
and all amendments or post-effective amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
s/sBarry N. Bycoff Chairman of the Board of Directors, October 29, 2001
Barry N. Bycoff President, Chief Executive Officer,
Treasurer and Director (principal executive
officer and principal financial and
accounting officer)
/s/Paul F. Deninger Director October 29, 2001
Paul F. Deninger
/s/Eric R. Giler Director October 29, 2001
Eric R. Giler
/s/Lawrence D. Lenihan Director October 29, 2001
Lawrence D. Lenihan
/s/Ralph B. Wagner Director October 29, 2001
Ralph B. Wagner
/s/Michael L. Mark Director October 29, 2001
Michael L. Mark
INDEX TO EXHIBITS
Exhibit
Number
4.1 2000 Stock Incentive Plan.
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (See page II-2).