-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G3G/3Ojo8gungnS6Yyl8dApnX9JyL22+dDjaNH3fqSESphVm1lEaVS9sCL/73srU 5f50hHoLnIzoDeKjKerK3Q== 0000950135-99-000760.txt : 19990215 0000950135-99-000760.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950135-99-000760 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 GROUP MEMBERS: EDISON PARTNERS II, L.P. GROUP MEMBERS: EDISON VENTURE FUND II LP GROUP MEMBERS: GUSTAV H. KOVEN, III GROUP MEMBERS: JOHN H. MARTINSON GROUP MEMBERS: RICHARD J. DEFIEUX GROUP MEMBERS: THOMAS A. SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETEGRITY INC CENTRAL INDEX KEY: 0000840824 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 042911320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40775 FILM NUMBER: 99537728 BUSINESS ADDRESS: STREET 1: 245 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178901700 MAIL ADDRESS: STREET 1: 245 WINTER STREET STREET 2: 0 CITY: WALTHAM STATE: MA ZIP: 02184 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWARE DEVELOPERS CO INC/DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDISON VENTURE FUND II LP CENTRAL INDEX KEY: 0000949310 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223069982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PRINCETON PIKE CORPORATE CENTER STREET 2: 997 LENOX DRIVE #3 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6098961900 MAIL ADDRESS: STREET 1: PRINCETON PIKE CORPORATE CENTER STREET 2: 997 LENOX DRIVE #3 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 SC 13G/A 1 NETEGRITY, INC. 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Netegrity, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 64110P107 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d - 1(b) [X] Rule 13d - 1(c) [ ] Rule 13d - 1(d) *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). 2 CUSIP NO. 64110P107 13G PAGE 2 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edison Venture Fund II, L.P. 22-3069982 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 64110P107 13G PAGE 3 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edison Partners II, L.P. 22-3069978 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* PN 4 CUSIP NO. 64110P107 13G PAGE 4 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John H. Martinson ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO. 64110P107 13G PAGE 5 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard J. Defieux ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 64110P107 13G PAGE 6 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gustav H. Koven, III ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP NO. 64110P107 13G PAGE 7 OF 12 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas A. Smith ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER -0- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 -0- 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP NO. 64110P107 13G PAGE 8 OF 12 PAGES Schedule 13G Item 1(a). Name of Issuer: Netegrity, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 245 Winter Street, Waltham, MA 02154. Item 2(a). Names of Persons Filing: Edison Venture Fund II, L.P. ("Edison Venture Fund II"); Edison Partners II, L.P. ("Edison Partners II"); John H. Martinson, Richard J. Defieux, Gustav H. Koven, III and Thomas A. Smith (collectively, the "General Partners"). The General Partners, Edison Venture Fund II and Edison Partners II are collectively referred to as the "Reporting Persons." Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address of the Reporting Persons is 1009 Lenox Drive, #4, Lawrenceville, NJ 08648. Item 2(c). Citizenship: Edison Venture Fund II and Edison Partners II are limited partnerships organized under the laws of the state of Delaware. Each of the General Partners is a United States citizen. Item 2(d). Title of Class of Securities: Common Stock, $.01 par value, (the "Common Stock"). Item 2(e). CUSIP Number: 64110P107 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b), or (c), Check Whether the Person Filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"); (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d - 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan, or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. 9 CUSIP NO. 64110P107 13G PAGE 9 OF 12 PAGES (j) [ ] Group, in accordance with Rule 13d-1(b) (1)(ii)(H) of the Act. If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership. (a) Amount Beneficially Owned: Edison Venture Fund II, Edison Partners II and each of the General Partners may be deemed to beneficially own 0 shares of Common Stock as of December 31, 1998. Edison Partners II is the sole general partner of Edison Venture Fund II. The General Partners are the general partners of Edison Partners II. (b) Percent of Class: Edison Venture Fund II, 0%; Edison Partners II, 0%; John H. Martinson, 0%; Richard J. Defieux, 0%; Gustav H. Koven, III, 0%; Thomas A. Smith, 0%. The foregoing percentages are based on the 9,405,446 shares of Common Stock reported by the Issuer to be outstanding as of November 06, 1998. (c) Number of Shares as to Which Such Person Has: (i) Sole power to vote or to direct the vote: Edison Venture Fund II, 0; Edison Partners II, 0; John H. Martinson, 0; Richard J. Defieux, 0; Gustav H. Koven, III, 0; and Thomas A. Smith, 0. (ii) Shared power to vote or to direct the vote: Edison Venture Fund II, 0; Edison Partners II, 0; John H. Martinson, 0; Richard J. Defieux, 0; Gustav H. Koven, III,; and Thomas A. Smith, 0. (iii) Sole power to dispose or direct the disposition of: Edison Venture Fund II, 0; Edison Partners II, 0; John H. Martinson, 0; Richard J. Defieux, 0; Gustav H Koven, III, 0; and Thomas A. Smith, 0. (iv) Shared power to dispose or direct the disposition of: Edison Venture Fund II, 0; Edison Partners II, 0; John H. Martinson, 0; Richard J. Defieux, 0; Gustav H. Koven, III, 0; and Thomas A. Smith, 0. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. 10 CUSIP NO. 64110P107 13G PAGE 10 OF 12 PAGES Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. The Reporting Persons expressly disclaim membership in a "group" as defined in Rule 13d-5(b)(1). Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participation in any transaction having that purpose or effect. 11 CUSIP NO. 64110P107 13G PAGE 11 OF 12 PAGES SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 12, 1999 EDISON VENTURE FUND II, L.P. By: Edison Partners II, L.P. its General Partner By: /s/ John H. Martinson ------------------------ John H. Martinson General Partner EDISON PARTNERS II, L.P. By: /s/ John H. Martinson ------------------------ John H. Martinson General Partner /s/ John H. Martinson ----------------------- John H. Martinson /s/ Richard J. Defieux ----------------------- Richard J. Defieux /s/ Gustav H. Koven, III ------------------------- Gustav H. Koven, III /s/ Thomas A. Smith ----------------------- Thomas A. Smith EX-99.1 2 AGREEMENT TO FILE JOINTLY 1 CUSIP NO. 64110P107 13G PAGE 12 OF 12 PAGES EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Netegrity, Inc. This agreement may be executed in any number of counterparts, each of which shall be deemed an original. Dated: February 12, 1999. EDISON VENTURE FUND II, L.P. By: Edison Partners II, L.P. its General Partner By: /s/ John H. Martinson ----------------------- John H. Martinson General Partner EDISON PARTNERS II, L.P. By: /s/ John H. Martinson ------------------------ John H. Martinson General Partner /s/ John H. Martinson ----------------------- John H. Martinson /s/ Richard J. Defieux ----------------------- Richard J. Defieux /s/ Gustav H. Koven, III ------------------------- Gustav H. Koven, III /s/ Thomas A. Smith ----------------------- Thomas A. Smith -----END PRIVACY-ENHANCED MESSAGE-----