SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JULY 23, 2003
NETEGRITY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-10139 04-2911320
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
201 JONES ROAD, WALTHAM, MA 02451
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(781) 890-1700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER ADDRESS, IF CHANGED FROM LAST REPORT)
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12,
"RESULTS OF OPERATIONS AND FINANCIAL CONDITION").
On July 23, 2003, Netegrity, Inc. announced its financial results for
the quarter ended June 30, 2003. The full text of the press release issued in
connection with the announcement is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
In accordance with the procedural guidance in SEC Release No. 33-8216,
the information in this Form 8-K and the Exhibit attached hereto is being
furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12.
Results of Operations and Financial Condition." The information shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
USE OF NON-GAAP FINANCIAL INFORMATION
To supplement our consolidated financial statements presented in accordance with
GAAP, Netegrity, Inc. uses non-GAAP measures of net income (loss) and net income
(loss) per share, which are adjusted from results based on GAAP to exclude
certain expenses. These non-GAAP adjustments are provided to enhance the user's
overall understanding of our current financial performance. Specifically, in
order to better understand the comparability of quarters, we believe that it is
important to consider non-GAAP net income (loss) (defined as GAAP net loss
excluding non-cash amortization of capitalized software) when evaluating our
cost structure and measuring our progress towards profitability. The second
quarter of 2003 is the last quarter that includes a charge for non-cash
amortization because capitalized software was fully amortized as of June 30,
2003. The presentation of this additional information is not meant to be
considered in isolation or as a substitute for results prepared in accordance
with accounting principles generally accepted in the United States.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
NETEGRITY, INC.
Date: July 23, 2003 /s/Regina O. Sommer
-------------------
Regina O. Sommer
Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Netegrity, Inc. issued on July 23, 2003
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