UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE13D
Under the Securities Exchange Act of 1934
(Amendment No. #_8_)
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)
May 10, 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
3,285,795
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
3,285,795
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,285,795
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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)
10.98%
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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 3,285,795 of
the Company's Shares. On May 8, 2001, the accounts for which the Reporting
Person exercises investment discretion (the "Accounts") sold 115,385 Shares at
an average price of $36.693, on May 9, 2001, the Accounts sold 96,154 Shares at
an average price of $35.991, on May 10, 2001, the Accounts sold 96,153 Shares at
an average price of $33.696 and on May 16, 2001, the Accounts sold 57,693 Shares
at any average price of $35.892.
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
3,285,795 Shares. These Shares represent approximately 10.79% of the 30,462,211
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.
May 17, 2001
Pequot Capital Management, Inc.
By:/s/ Peter G. Streinger
Chief Financial Officer