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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
NETEGRITY, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options Granted after December 1, 1999 to
Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
64110P107
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
M. Colette Cooke, Esq.
General Counsel
Netegrity, Inc.
52 Second Avenue
Waltham, MA 02451
(781) 890-1700
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Copy to:
Anthony J. Medaglia, Jr., Esq.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, MA 02110
(617) 951-6600
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$49,260,772 $9,853
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,824,163 shares of common stock of Netegrity,
Inc. having an aggregate value of $49,260,772 as of August 8, 2001 will be
exchanged and/or cancelled pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model. The
amount of the filing fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction. The fee was previously paid with the filing of
Schedule TO on August 9, 2001.
[_]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid: Not Applicable. Form or Registration No.: Not
applicable. Filing party: Not applicable. Date filed: Not applicable.
[_]Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_]third party tender offer subject to Rule 14d-1. [X]issuer tender offer
subject to Rule 13e-4. [_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the "SEC") on
August 9, 2001, as amended by Amendment No. 1 filed with the SEC on August 22,
2001 and Amendment No. 2 filed with the SEC on September 6, 2001, relating to
the offer by Netegrity, Inc. ("Netegrity") to exchange options to purchase
shares of its common stock, par value $.01 per share, held by certain employees
for new options to purchase shares of its common stock at a per share exercise
price equal to the fair market value of one share of its common stock on the
date of grant (the "Offer") upon the terms and subject to the conditions in the
Offer to Exchange dated August 9, 2001, as amended and supplemented on August
22, 2001 and September 6, 2001 (the "Offer to Exchange").
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby supplemented as follows: The Offer
expired at midnight, Eastern Daylight Time, on September 7, 2001. Pursuant to
the Offer, we accepted for exchange options to purchase 2,278,878 shares of our
common stock, which represented 80.7% of the options eligible for exchange. We
will grant options to purchase an aggregate of 2,278,878 shares of our common
stock in exchange for such accepted options, subject to the terms and conditions
of the Offer, as set forth in the Offer to Exchange.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 3 to the Schedule TO is true,
complete, and correct.
NETEGRITY, INC.
Dated: September 14, 2001 By: /s/ Barry N. Bycoff
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Barry N. Bycoff
President, Chief Executive Officer,
Director and Chairman of the Board