SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2002
NETEGRITY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10139 04-2911320
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
52 Second Avenue
Waltham, MA 02451
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (781) 890-1700
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
The purpose of filing this Current Report on Form 8-K is to update the
description of the securities of Netegrity, Inc. contained in the Form 8-A dated
December 6, 1988, as amended by Amendment Number 1 thereto dated December 13,
1988 (the "Form 8-A"). The following information constitutes the information
required by Item 202 of Regulation S-K.
The description of securities contained in the Form 8-A is hereby
updated to read as follows:
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
The following summary description of our capital stock is based on the
provisions of our certificate of incorporation and by-laws and the applicable
provisions of the Delaware General Corporation Law.
GENERAL. As of February 8, 2002, we are authorized to issue up to
135,000,000 shares of our common stock, par value $.01 per share, and 5,000,000
shares of preferred stock, $.01 par value per share. The issued and outstanding
shares of our common stock are fully paid and nonassessable. As of February 8,
2002, there were 33,849,480 shares of Netegrity common stock issued and
outstanding, held by approximately 201 stockholders of record, and no shares of
preferred stock issued and outstanding. As of February 8, 2002 there were
outstanding options and warrants to purchase an aggregate of 4,701,703 shares of
our common stock.
COMMON STOCK. Each holder of our common stock is entitled to one vote
per share of our common stock held of record by the holder on each matter
submitted to a vote of stockholders. The holders of our common stock do not have
cumulative voting rights. Accordingly, holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of our common stock have no preemptive,
redemption or conversion rights. Holders of our common stock are entitled to
receive dividends, subject to any preferential rights of outstanding preferred
stock, when, as and if declared by our board of directors out of funds legally
available for payment of dividends. Upon Netegrity's liquidation, dissolution or
winding up, the holders of our common stock may share ratably in Netegrity's net
assets after the payment of all debts and other liabilities and subject to the
prior rights of any outstanding preferred stock. The rights, preferences and
privileges of holders of our common stock are subject to the rights of the
holders of shares of any series of preferred stock which we may designate and
issue in the future.
PREFERRED STOCK. Under the terms of our certificate of incorporation,
the board of directors is authorized to issue shares of preferred stock in one
or more series without stockholder approval. The board has discretion to
determine the rights, preferences, privileges and restrictions, including voting
rights, dividend rights, conversion rights, redemption privileges and
liquidation preferences of each series of preferred stock. Dividend, conversion,
exchange and redemption provisions, to the extent that some or all of these
features may be present when shares of our preferred stock are issued, could
have an adverse effect on the availability of earnings for distribution to the
holders of our common stock or for other corporate purposes.
The purpose of authorizing the board of directors to issue preferred
stock and determine its rights and privileges is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could make it more difficult for a third party to
acquire, or could discourage a third party from acquiring, a majority of our
outstanding voting stock. We have no current plans to issue any shares of
preferred stock.
DELAWARE ANTI-TAKEOVER LAW AND CERTAIN BY-LAW PROVISIONS. Netegrity is
subject to the provisions of Section 203 of the Delaware General Corporation
Law. In general, Section 203 prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the person becomes an interested stockholder, unless
a business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an interested stockholder is a person who, together with affiliates and
associates, owns, or within the prior three years did own, 15% or more of the
corporation's voting stock.
Our amended and restated by-laws, as amended, provide that special
meetings of the stockholders may only be called by the board of directors, the
chief executive officer or the holders of at least 30% of the shares of our
capital stock issued and outstanding and entitled to vote. This provision could
have the effect of delaying until the next duly called stockholders' meeting
actions which are favored by a significant percentage of our stockholders.
Our amended and restated by-laws also provide that any vacancy on the
board of directors, including a vacancy resulting from an enlargement of the
board of directors, may only be filled by a majority of the directors then in
office. This limitation on the filling of vacancies could make it more difficult
for a third party to acquire, or discourage a third party from acquiring,
control of Netegrity.
REGISTRAR AND TRANSFER AGENT. The registrar and transfer agent for our
common stock is the Registrar and Transfer Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: February 12, 2002 NETEGRITY, INC.
By: /s/ Regina Sommer
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Regina Sommer
Chief Financial Officer