<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934, FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934, FOR THE TRANSITION PERIOD FROM_______ TO_______


                         COMMISSION FILE NUMBER 1-10139


                                 NETEGRITY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                DELAWARE                                  04-2911320
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)


                       52 SECOND AVENUE WALTHAM, MA 02451
               (Address of principal executive offices) (Zip Code)


                                 (781) 890-1700
                         (Registrant's Telephone Number)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such other shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days [X] Yes No [ ]


As of May 4, 2001 there were 30,834,211 shares of Common Stock outstanding,
exclusive of Treasury stock.

<PAGE>   2

                                    FORM 10-Q

                                QUARTERLY REPORT

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                       <C>
Facing Sheet..........................................................................................................      1

Table of Contents.....................................................................................................      2

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

          Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001......................................      3

          Consolidated Statements of Operations for the three months ended March 31, 2000 and 2001....................      4

          Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 2001....................      5

          Notes to Consolidated Financial Statements..................................................................      6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........................      7

Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................................     14

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...........................................................................................     15

Item 2.   Changes in Securities.......................................................................................     15

Item 3.   Defaults upon Senior Securities.............................................................................     15

Item 4.   Submission of Matters to a Vote of Security Holders.........................................................     15

Item 5.   Other Information...........................................................................................     15

Item 6.   Exhibits....................................................................................................     15

SIGNATURES............................................................................................................     15
</TABLE>


                                       2
<PAGE>   3

                         PART I. - FINANCIAL INFORMATION

                                 NETEGRITY, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                             DECEMBER 31,     MARCH 31,
                                                                 2000           2001
                                                                             (UNAUDITED)
                                                            ----------------------------
<S>                                                         <C>            <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.............................    $     115,747  $     118,059
  Accounts receivable-trade, net of allowances of $951
    at December 31, 2000; $971 at March 31, 2001........           15,758         18,918
  Prepaid expenses and other current assets.............            1,305          1,335
                                                            -------------  -------------
     Total current assets...............................          132,810        138,312
Property and equipment, net.............................            4,528          5,667
Restricted cash.........................................              942            942
Other assets............................................               99            137
                                                            -------------  -------------
     Total Assets.......................................    $     138,379  $     145,058
                                                            =============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable-trade................................            1,698          1,278
  Accrued compensation and benefits.....................            7,695          4,933
  Other accrued expenses................................            2,608          4,872
  Deferred revenue......................................            8,479          9,731
                                                            -------------  -------------
     Total Current Liabilities..........................           20,480         20,814

STOCKHOLDERS' EQUITY:
  Common stock, voting, $.01 par value;
    55,000 shares authorized; 30,184 shares issued and
    30,147 shares outstanding at December 31, 2000;
    30,782 shares issued and 30,744 shares outstanding
    at March 31, 2001...................................              302            308

  Additional paid-in capital............................          139,886        142,876
  Accumulated deficit...................................          (22,075)       (18,726)
  Loan to officer.......................................             (130)          (130)
                                                            -------------  -------------
                                                                  117,983        124,328
Less -- Treasury stock, at cost: 38 shares..............              (84)           (84)
                                                            -------------  -------------
     Total Stockholders' Equity.........................          117,899        124,244
                                                            -------------  -------------
     Total Liabilities and Stockholders' Equity.........    $     138,379  $     145,058
                                                            =============  =============
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       3
<PAGE>   4

                                 NETEGRITY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                FOR THE THREE MONTHS ENDED MARCH 31,
                                                                 2000                          2001
                                                             -----------                    -----------

<S>                                                          <C>                            <C>
Revenues:
  SiteMinder software..................................      $     4,762                    $    18,772
  SiteMinder services..................................            1,254                          6,193
  Other................................................              730                          1,071
                                                             -----------                    -----------
  Total revenues.......................................            6,746                         26,036
Cost of SiteMinder software............................              349                            886
Cost of SiteMinder services............................              760                          3,881
Cost of other..........................................              379                            701
                                                             -----------                    -----------
  Total cost of revenues...............................            1,488                          5,468
                                                             -----------                    -----------
Gross profit...........................................            5,258                         20,568
Selling, general and administrative
expenses(including non-cash stock compensation of
$353 and $0 for the three months ended March 31,
2000 and 2001, respectively)...........................            5,923                         14,448
Research and development costs.........................            1,486                          3,956
                                                             -----------                    -----------

Income (loss) from operations..........................           (2,151)                         2,164
Interest income........................................            1,216                          1,500
                                                             -----------                    -----------
Income (loss) before provision for income taxes........      $      (935)                   $     3,664
Provision for income taxes.............................               --                            315
                                                             -----------                    -----------
Net income (loss)                                            $      (935)                   $     3,349
                                                             ===========                    ===========
Net income (loss) per share attributable to
common stockholders:
  Basic                                                      $     (0.03)                   $      0.11
  Diluted                                                    $     (0.03)                   $      0.10
Weighted average shares outstanding:
  Basic................................................           27,174                         30,424
  Diluted..............................................           27,174                         33,274
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       4
<PAGE>   5

                                 NETEGRITY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            FOR THE THREE MONTHS ENDED MARCH 31,
                                                                  2000                2001
                                                                ---------           ---------

<S>                                                         <C>                     <C>
OPERATING ACTIVITIES:
Net income (loss)                                               $    (935)          $   3,349
Adjustments to reconcile net loss to net cash provided
by (used for) operating activities:
   Depreciation and amortization                                      171                 514
   Provision for doubtful accounts receivable                          --                  20
   Compensation expense related to warrant                            353                  --
 Changes in operating assets and liabilities:
   Accounts receivable                                             (1,548)             (3,180)
   Prepaid expenses and other current assets                         (875)                (30)
   Other assets                                                       (35)                (38)
   Accounts payable-trade                                            (690)               (420)
   Accrued compensation and benefits                                   37              (2,762)
   Other accrued expenses                                             (61)              2,264
   Deferred revenue                                                 1,119               1,252
                                                                ---------           ---------
Net cash provided by (used for) operating activities               (2,464)                969
                                                                ---------           ---------

INVESTING ACTIVITIES:
   Capital expenditures for equipment and
     leasehold improvements                                        (1,189)             (1,653)
                                                                ---------           ---------
Net cash used for investing activities                             (1,189)             (1,653)
                                                                ---------           ---------

FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock                       3,002                  --
   Issuance of common stock under stock plans                         988               2,996
                                                                ---------           ---------
Net cash provided by financing activities                           3,990               2,996
                                                                ---------           ---------
Net change in cash and cash equivalents                               337               2,312
Cash and cash equivalents at beginning of period                  102,878             115,747
                                                                ---------           ---------
Cash and cash equivalents at end of period                      $ 103,215           $ 118,059
                                                                =========           =========
</TABLE>


                 The accompanying notes are an integral part of
                           the financial statements.


                                       5
<PAGE>   6

                                 NETEGRITY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - The unaudited financial information furnished herein reflects all
adjustments which are of a normal recurring nature, which in the opinion of
management are necessary to fairly state the Company's financial position, cash
flows and results of operations for the periods presented. Certain information
and footnote disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. This information should be read in conjunction with the Company's
audited financial statements for the fiscal year ended December 31, 2000,
included in Form 10-K filed on February 28, 2001.

NOTE 2 - The results of operations for the three months ended March 31, 2001 are
not necessarily indicative of the results to be expected for the remainder of
the year ending December 31, 2001.

NOTE 3 - The Company's revenues are primarily generated from the sale of its
proprietary SiteMinder products and services and from licensing the rights to
use software products developed by Checkpoint Software Technologies, Ltd. to end
users and resellers. The Company generates its services revenue from consulting
and training services performed for customers and from support (i.e.,
maintenance). Revenues from software license agreements are recognized upon
contract execution, provided all shipment obligations have been met, fees are
fixed or determinable and collection is reasonably assured. The Company does not
offer a right of return on its products. Revenues under such arrangements, which
may include multiple software products and services sold together, are allocated
to each element based on the residual method in accordance with Statement of
Position No. 98-9, SOFTWARE REVENUE RECOGNITION, WITH RESPECT TO CERTAIN
TRANSACTIONS. Under the residual method, the fair value of the undelivered
elements is deferred and subsequently recognized when earned. The Company has
established sufficient vendor specific objective evidence for professional
services, training and maintenance and support services. Accordingly, software
license revenue is recognized under the residual method in arrangements in which
software is licensed with professional services, training and maintenance and
support services. Revenues for maintenance are recognized ratably over the term
of the support period. Revenues from consulting and training services are
recognized as the services are performed.

NOTE 4 - Basic net income (loss) per share is computed using the weighted
average number of shares of common stock outstanding. Diluted Earnings Per Share
(EPS) is based upon the weighted average number of common and common equivalent
shares outstanding during the period.

The following table sets forth basic and diluted income (loss) per share
computational data for the periods presented (in thousands, except per share
data):


<TABLE>
<CAPTION>
                                                   (In thousands)
                                             FOR THE THREE MONTHS ENDED
                                                      MARCH 31,
                                           ------------------------------
                                               2000               2001
                                           ------------       -----------
<S>                                        <C>                <C>
Net income (loss) attributable
to common stockholders                     $       (935)      $      3,349
                                           ------------       ------------

Weighted average shares outstanding
used in computing basic net income
(loss) per share                                 27,174             30,424

Weighted average common equivalent shares
outstanding:
     employee stock options and warrants             --              2,850
                                           ------------       ------------
Total weighted average common and
     common equivalent shares outstanding
     used in computing diluted net income
     (loss) per share                            27,174             33,274
                                           ------------       ------------
Basic net income (loss) per share          $      (0.03)      $       0.11
                                           ============       ============
Diluted net income (loss) per share        $      (0.03)      $       0.10
                                           ============       ============
</TABLE>

Options to purchase 129,000 and 1.4 million shares for the 3 months ended March
31, 2000 and 2001, respectively, were outstanding but were not included in the
computations of diluted EPS because the exercise price of the options was
greater than the average market price of the common stock for the period
reported.

NOTE 5 - Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources, including foreign currency translation adjustments and
unrealized gains and losses on marketable securities. For the three months ended
March 31, 2000 and 2001, there was no difference between comprehensive income
(loss) and net income (loss).

NOTE 6 - In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101") as amended by SAB 101A and SAB 101B. SAB 101 summarize the staff's
views in applying generally accepted accounting principles to selected revenue
recognition issues. The Company adopted SAB 101 in fiscal year 2000 without a
material impact on it's financial position or results of operations.

NOTE 7 - The Company considers that it has the following five reportable
operating segments based on differences in products and services. Operating
segments are defined as components of the enterprise about which separate
financial information is

                                       6
<PAGE>   7

available that is reviewed regularly by the chief operating decision maker, or
decision-making group, in deciding how to allocate resources and in assessing
their performance. Summarized financial information is as follows (in
thousands):

<TABLE>
<CAPTION>
                                              FOR THE THREE MONTHS ENDED MARCH 31,
                                   ----------------------------------------------------------
                                             2000                              2001
                                   ------------------------          ------------------------
                                                     GROSS                             GROSS
                                   REVENUE          MARGIN           REVENUE          MARGIN
                                   -------          -------          -------          -------

<S>                                <C>              <C>              <C>              <C>
Operating Segments:
SiteMinder software                $ 4,762          $ 4,413          $18,772          $17,886
                                   -------          -------          -------          -------
SiteMinder services:
  Maintenance                          326              326            2,647            2,097
  Training and consulting              928              168            3,546              215
                                   -------          -------          -------          -------
                                     1,254              494            6,193            2,312
                                   -------          -------          -------          -------
Other
  Software and related
    products                           305              113              713              171
  Services                             425              238              358              199
                                   -------          -------          -------          -------
                                       730              351            1,071              370
                                   -------          -------          -------          -------
  Totals                           $ 6,746          $ 5,258          $26,036          $20,568
                                   =======          =======          =======          =======
</TABLE>

NOTE 8 - In July 2000, the Board of Directors approved a three for two stock
split of the Company's common stock in the form of a stock dividend which was
effective September 1, 2000 for all holders of record as of August 18, 2000. All
common share data presented in this 10-Q have been adjusted for the stock split.

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


                  FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

     This report and the documents incorporated in it by reference contain
forward-looking statements about our plans, objectives, expectations and
intentions. You can identify these statements by words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "estimate," "may," "will" and
"continue" or similar words. You should read statements that contain these words
carefully. They discuss our future expectations, contain projections of our
future results of operations or our financial condition or state other
forward-looking information, and may involve known and unknown risks over which
we have no control. You should not place undue reliance on forward-looking
statements. We cannot guarantee any future results, levels of activity,
performance or achievements. Moreover, we assume no obligation to update
forward-looking statements or update the reasons actual results could differ
materially from those anticipated in forward-looking statements. The factors
discussed in the sections captioned "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" in
this report and the documents incorporated in it by reference identify important
factors that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements.

     This report and the documents incorporated in it by reference contain data
related to the e-commerce market. These market data have been included in
studies published by the market research firms of Forrester Research and
International Data Corporation. These data include projections that are based on
a number of assumptions, including increasing worldwide business use of the
Internet, the growth in the number of web access devices per user, the absence
of any failure of the Internet, and the continued improvement of security on the
Internet. If any of these assumptions is incorrect, actual results may differ
from the projections based on those assumptions.

                                  RISK FACTORS

     The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion in
this Item contains forward-looking statements which involve certain degrees of
risk and uncertainty, including statements relating to liquidity and capital
resources. Except for the historical information contained herein, the matters
discussed in this section are such forward-looking statements that involve risks
and uncertainties, including:

                                       7
<PAGE>   8

WE HAVE INCURRED SUBSTANTIAL LOSSES AND MAY NOT BE PROFITABLE IN THE FUTURE.

     Until recently, we have incurred substantial losses. We cannot predict if
we will remain profitable for any substantial period of time. Failure to
maintain levels of profitability as expected by investors may adversely affect
the market price of our common stock. In the three months ended March 31, 2001,
we had net income of $3.3 million. As a result of historical operating losses,
at March 31, 2001, we had an accumulated deficit of $18.7 million. We have
continued to invest in all areas, particularly in research and development and
sales and marketing, in order to execute our business plan. Although we have
experienced revenue growth in connection with SiteMinder in recent periods, the
growth has been off of a small base, and it is unlikely that the recent growth
rates are sustainable.

DISAPPOINTING QUARTERLY RESULTS COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK
TO FALL SUBSTANTIALLY.

     Our quarterly revenues and operating results are difficult to predict and
may fluctuate significantly from quarter to quarter. If our quarterly revenues
or operating results fall below the expectations of investors, the price of our
common stock could fall substantially.

     Our quarterly revenues may fluctuate for several reasons, including the
following:

     -    customers choosing to push out their purchase commitment or purchase
          in smaller than expected quantities due to a general slowdown in the
          economy;

     -    market acceptance of our SiteMinder products;

     -    our success in obtaining follow-on sales to existing customers;

     -    the long sales and deployment cycle of SiteMinder;

     -    our ability to hire and retain personnel, particularly in development,
          services and sales and marketing;

     -    the release of new versions of SiteMinder or other products; and

     -    the development of our direct and indirect sales channels.

     In addition, because our revenues from services are largely correlated with
our SiteMinder software revenues, a decline in SiteMinder software revenues
could also cause a decline in our SiteMinder services revenues in the same
quarter or in subsequent quarters. Other factors, many of which are outside our
control, could also cause variations in our quarterly revenues and operating
results.

     Most of our expenses, such as employee compensation and rent, are
relatively fixed. Moreover, our expense levels are based, in part, on our
expectations regarding future revenue increases. As a result, any shortfall in
revenues in relation to our expectations could cause significant changes in our
operating results from quarter to quarter and could result in future losses.

OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO MARKET SITEMINDER AND RELATED
SERVICES SUCCESSFULLY.

     The sale of SiteMinder licenses and related services provides a substantial
majority of our total revenues. These sales accounted for 96% of our total
revenues for the three months ended March 31, 2001. We expect that our future
financial performance will depend on SiteMinder sales. Prior to the release of
SiteMinder 3.0 in June 1998, there had been very few commercial installations of
SiteMinder. Since June 1998, commercial deployments of SiteMinder have grown to
include not only business-to-business, e-business applications, but large
intranet and multi-million user business-to-consumer deployments, as well. Broad
market acceptance of SiteMinder will depend on the development of the market for
secure portal management, including usage of SiteMinder for business-to-consumer
applications, and customer demand for the specific functionality of SiteMinder.
We cannot be sure that either will occur. Like most technology products at an
early stage of development, SiteMinder may require extensive reengineering or
upgrading if it fails to meet the performance needs or expectations of our
customers when shipped or contains significant software defects or bugs. If we
fail in marketing SiteMinder products and services, for whatever reason, our
business would be harmed.

                                       8
<PAGE>   9

OUR SUCCESS IS DEPENDENT ON OUR ABILITY TO ENHANCE OUR SITEMINDER PRODUCT LINE
AND DEVELOP NEW PRODUCTS.

     We believe our success is dependent, in large part, on our ability to
enhance and broaden our SiteMinder product line to meet the evolving needs of
both the business-to-business and business-to-consumer market. We cannot be sure
that we will be able to respond effectively to technological changes or new
industry standards or developments. In the past, we have been forced to delay
introduction of several new product versions. In the future, we could be
adversely affected if we incur significant delays or are unsuccessful in
enhancing our SiteMinder product line or developing new products, or if any of
our enhancements or new products do not gain market acceptance.

OUR PERFORMANCE DEPENDS ON OUR ABILITY TO OBTAIN FOLLOW-ON SALES.

     Customers typically place small initial orders for SiteMinder installations
to allow them to evaluate its performance. Our strategy is to pursue more
significant follow-on sales after these initial installations. Our financial
performance depends on successful initial deployments of SiteMinder that, in
turn, lead to follow-on sales. We cannot be sure that initial deployments of
SiteMinder by our customers will be successful, or that we will be able to
obtain follow-on sales.

WE FACE SIGNIFICANT COMPETITION FROM OTHER TECHNOLOGY COMPANIES AND WE MAY NOT
BE ABLE TO COMPETE EFFECTIVELY.

     The market for secure user management products and services is relatively
immature and highly competitive. We expect the level of competition to increase
as a result of the anticipated growth of e-commerce. Until recently, our primary
source of competition was from secure user management software developed
in-house. In addition, we have faced competition from web development
professional services organizations. Today our primary competitors include IBM,
Securant, Entrust, Open Network, Baltimore Technology and many early-stage
companies. In addition, a number of other security and software companies have
indicated that they offer products which may compete with ours. We expect that
additional competitors will emerge in the future. Current and potential
competitors have established, or may in the future establish, cooperative
relationships with third parties to increase the availability of their products
to the marketplace. It is possible that new competitors or alliances may emerge
and rapidly acquire significant market share. Potential competitors may have
significantly greater financial, marketing, technical and other competitive
resources than we have. If, in the future, a competitor chooses to bundle a
competing secure user management product with other e-commerce applications, the
demand for our products might be substantially reduced. Many of these factors
are out of our control, and there can be no assurance that we can maintain or
enhance our competitive position against current and future competitors.

OUR BUSINESS WILL BE ADVERSELY AFFECTED IF THE INTERNET DOES NOT BECOME A VIABLE
AND SUBSTANTIAL COMMERCIAL MEDIUM.

     Our future success depends heavily on the acceptance and wide use of the
Internet for e-commerce. If e-commerce does not continue to grow or grows more
slowly than expected, significant demand for SiteMinder and related services may
fail to develop. Consumers and businesses may reject the Internet as a viable
commercial medium for a number of reasons, including potentially inadequate
network infrastructure, slow development of enabling technologies, insufficient
commercial support or privacy concerns. In addition, delays in the development
or adoption of new standards and protocols required to handle increased levels
of e-commerce, or increased government regulation or taxation, could cause the
Internet to lose its viability as a commercial medium.

REGULATIONS OR CONSUMER CONCERNS REGARDING THE USE OF "COOKIES" ON THE INTERNET
COULD REDUCE THE FUNCTIONALITY OF SITEMINDER.

     SiteMinder uses cookies to support its single sign-on functionality. A
cookie is information keyed to a specific user that is stored on the hard drive
of the user's computer, typically without the user's knowledge. Cookies are
generally removable by the user, and can be refused by the user at the point at
which the information would be stored on the user's hard drive. A number of
governmental bodies and commentators in the United States and abroad have urged
passage of laws limiting or abolishing the use of cookies. The passage of laws
limiting or abolishing the use of cookies, or the widespread deletion or refusal
of cookies by web site users, could reduce or eliminate the effectiveness of
single sign-on and could reduce market demand for SiteMinder.

WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR MARKET.

                                       9
<PAGE>   10

     Qualified personnel are in great demand throughout the software industry.
Our success depends, in large part, upon our ability to attract, train, motivate
and retain highly skilled employees, particularly software engineers,
professional services personnel, sales and marketing personnel, and other senior
personnel. Our failure to attract and retain the highly trained technical
personnel that are integral to our product development, professional services
and direct sales teams may limit the rate at which we can generate sales and
develop new products or product enhancements. This could have a material adverse
effect on our business, operating results and financial condition.

OUR SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP OUR DIRECT SALES AND INDIRECT
DISTRIBUTION CHANNELS.

     To increase our revenues, we must develop our direct sales channel and
increase the number of our indirect channel partners. A failure to do so could
have a material adverse effect on our business, operating results and financial
condition. There is intense competition for sales personnel in our business, and
we cannot be sure that we will be successful in attracting, integrating,
motivating and retaining sales personnel. In addition, we must increase the
number of strategic partnerships and other third-party relationships with system
integrators, vendors of Internet-related systems and application software and
resellers. Our existing, or future, channel partners may choose to devote
greater resources to marketing and supporting the products of other companies.
In addition, we will need to resolve potential conflicts among our sales force
and channel partners. If we fail to develop these relationships, our revenue
could suffer.

OUR FAILURE TO EXPAND OUR PROFESSIONAL SERVICES RESOURCES COULD LIMIT THE
SUCCESS OF SITEMINDER.

     Our professional services organization and our system integrators provide
critical support to our customers' installation and deployment of SiteMinder. If
we fail to expand our professional services resources and or adequately develop
our system integrator relationships, our ability to increase sales of SiteMinder
may be limited. In addition, if we cannot adequately support SiteMinder
installations, our customers' use of our products may fail, which could harm our
reputation and hurt our business.

OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT TO PREDICT OUR QUARTERLY OPERATING
RESULTS.

     We have a long sales cycle because we generally need to educate potential
customers regarding the use and benefits of SiteMinder. Our sales cycle varies
depending on the size and type of customer contemplating a purchase and whether
we have conducted business with a potential customer in the past. These
potential customers frequently need to obtain approvals from multiple decision
makers prior to making purchase decisions. Our long sales cycle, which can range
from several weeks to several months or more, makes it difficult to predict the
quarter in which sales will occur. Delays in sales could cause significant
variability in our revenues and operating results for any particular period.

OUR FAILURE TO MANAGE OUR RAPID GROWTH EFFECTIVELY COULD HURT OUR BUSINESS.

     Our failure to manage our rapid growth effectively could have a material
adverse effect on the quality of our products, our ability to retain key
personnel and our business, operating results and financial condition. We have
been experiencing a period of rapid growth that has been placing a significant
strain on all of our resources. From December 31, 2000 to March 31, 2001, the
number of our employees increased from 292 to 394. To manage future growth
effectively we must maintain and enhance our financial and accounting systems
and controls, integrate new personnel and manage expanded operations.

IF WE LOSE THE SERVICES OF BARRY BYCOFF OR ANY OTHER MEMBER OF OUR MANAGEMENT
TEAM, OUR BUSINESS COULD SUFFER.

     Our future success depends, to a significant degree, on the skill,
experience and efforts of Barry Bycoff, our chief executive officer, and the
rest of our management team. The loss of any member of our management team could
have a material adverse effect on our business, operating results and financial
condition. We also depend on the ability of our officers and key employees to
work effectively as a team.

AS WE CONTINUE TO EXPAND OUR INTERNATIONAL OPERATIONS, WE WILL FACE CONTINUED
RISKS TO OUR SUCCESS.

     We intend to continue to expand our international operations in the future.
This expansion will require additional resources and management attention, and
will subject us to increased regulatory, economic and political risks. We have
very little experience in international markets. As a result, we cannot be sure
that our continued expansion into global markets will be

                                       10
<PAGE>   11

successful. In addition, we will face increased risks in doing business
internationally. These risks could reduce demand for our products and services,
increase the prices at which we can sell our products and services, or otherwise
have an adverse effect on our operating results. Among the risks we believe are
most likely to affect us are:

     -    longer payment cycles and problems in collecting accounts receivable;

     -    adverse changes in trade and tax regulations, including restrictions
          on the import and export of sensitive technologies, such as encryption
          technologies, that we use or may wish to use in our software products;

     -    the absence or significant lack of legal protection for intellectual
          property rights;

     -    difficulties in managing an organization spread over several
          countries, including complications arising from cultural, language and
          time differences that may lengthen sales and implementation cycles;

     -    currency risks, including fluctuations in exchange rates; and

     -    political and economic instability.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY RIGHTS.

     Our success depends to a significant degree upon the protection of our
software and other proprietary technology. The unauthorized reproduction or
other misappropriation of our proprietary technology could enable third parties
to benefit from our technology without paying us for it. This could have a
material adverse effect on our business, operating results and financial
condition. We depend upon a combination of trademark, trade secret and copyright
laws, license agreements and non-disclosure and other contractual provisions to
protect proprietary and distribution rights in our products. In addition, we
attempt to protect our proprietary information and the proprietary information
of our vendors and partners through confidentiality and/or license agreements
with our employees and others. Although we have taken steps to protect our
proprietary technology, they may be inadequate. Existing trade secret, copyright
and trademark laws offer only limited protection. Moreover, the laws of other
countries in which we market our products may afford little or no effective
protection of our intellectual property. If we resort to legal proceedings to
enforce our intellectual property rights, the proceedings could be burdensome
and expensive, even if we were to prevail.

CLAIMS BY OTHER COMPANIES THAT WE INFRINGE THEIR PROPRIETARY TECHNOLOGY COULD
HURT OUR FINANCIAL CONDITION.

     If we discover that any of our products violated third party proprietary
rights, there can be no assurance that we would be able to reengineer our
product or to obtain a license on commercially reasonable terms to continue
offering the product without substantial reengineering. We do not conduct
comprehensive patent searches to determine whether the technology used in our
products infringes patents held by third parties. In addition, product
development is inherently uncertain in a rapidly evolving technology environment
in which there may be numerous patent applications pending, many of which are
confidential when filed, with regard to similar technologies. Any claim of
infringement could cause us to incur substantial costs defending against the
claim, even if the claim is invalid, and could distract our management from our
business. Furthermore, a party making such a claim could secure a judgment that
requires us to pay substantial damages. A judgment could also include an
injunction or other court order that could prevent us from selling our products.
Any of these events could have a material adverse effect on our business,
operating results and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF OUR PRODUCTS CONTAIN ERRORS.

     Software products as complex as ours may contain undetected errors or
"bugs" that result in product failures. The occurrence of errors could result in
loss of, or delay in, revenues, loss of market share, failure to achieve market
acceptance, diversion of development resources, injury to our reputation, or
damage to our efforts to build brand awareness, any of which could have a
material adverse effect on our business, operating results and financial
condition.

WE COULD INCUR SUBSTANTIAL COSTS RESULTING FROM PRODUCT LIABILITY CLAIMS
RELATING TO OUR CUSTOMERS' USE OF OUR PRODUCTS.

                                       11
<PAGE>   12

     Many of the e-commerce applications supported by our products are critical
to the operations of our customers' businesses. Any failure in a customer's web
site or application caused or allegedly caused by our products could result in a
claim for substantial damages against us, regardless of our responsibility for
the failure. Although we maintain general liability insurance, including
coverage for errors and omissions, there can be no assurance that our existing
coverage will continue to be available on reasonable terms or will be available
in amounts sufficient to cover one or more large claims, or that the insurer
will not disclaim coverage as to any future claim.

IF WE ACQUIRE OTHER COMPANIES OR BUSINESSES, WE WILL BE SUBJECT TO RISKS THAT
COULD HURT OUR COMPANY.

     In the future, we may pursue acquisitions to obtain complementary products,
services and technologies. An acquisition may not produce the revenues, earnings
or business synergies that we anticipated, and an acquired product, service or
technology might not perform as we expected. If we pursue any acquisition, our
management could spend a significant amount of time and effort in identifying
and completing the acquisition. If we complete an acquisition, we would probably
have to devote a significant amount of management resources to integrate the
acquired business with our existing business.

     To pay for an acquisition, we might use our stock or cash. Alternatively,
we might borrow money from a bank or other lender. If we use our stock, our
stockholders would experience dilution of their ownership interests. If we use
cash or debt financing, our financial liquidity will be reduced.

THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

     Our stock price, like that of other technology companies, has been
extremely volatile. The announcement of new products, services, technological
innovations or distribution partners by us or our competitors, quarterly
variations in our operating results, changes in revenues or earnings estimates
by securities analysts and speculation in the press or investment community are
among the factors affecting our stock price.

     The stock market in general, and the market prices for Internet-related
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of these companies. These broad market
and industry fluctuations may adversely affect the market price of our common
stock, regardless of our operating performance. Recently, when the market price
of a stock has been volatile, holders of that stock have often instituted
securities class action litigation against the company that issued the stock. If
any of our stockholders brought a lawsuit against us, we could incur substantial
costs defending the lawsuit. The lawsuit could also divert the time and
attention of our management.

WE MAY LOSE MONEY ON FIXED-PRICE CONSULTING CONTRACTS.

     In the future, an increased portion of our SiteMinder services revenues may
be derived from fixed-price contracts. We work with complex technologies in
compressed time frames and it can be difficult to judge the time and resources
necessary to complete a project. If we miscalculate the resources or time we
need to complete work under fixed-price contracts, our operating results could
be materially harmed.

CERTAIN PROVISIONS OF OUR CHARTER AND OF DELAWARE LAW MAKE A TAKEOVER OF OUR
COMPANY MORE DIFFICULT.

     Our corporate documents and Delaware law contain provisions that might
enable our management to resist a takeover of our company. These provisions
might discourage, delay or prevent a change in the control of Netegrity or a
change in our management. These provisions could also discourage proxy contests
and make it more difficult for you and other stockholders to elect directors and
take other corporate actions. The existence of these provisions could limit the
price that investors might be willing to pay in the future for shares of our
common stock.


RESULTS OF OPERATIONS

The following information should be read in conjunction with the consolidated
financial statements and notes thereto:

                                       12
<PAGE>   13

<TABLE>
<CAPTION>
                                                                               PERIOD TO PERIOD %
                                                                               INCREASE (DECREASE)
                                                   % OF TOTAL REVENUES         THREE MONTHS ENDED
FOR THE THREE MONTHS                                                                MARCH 31,
ENDED MARCH 31, 2001                            2000                2001          2000 VS. 2001
                                          ----------------    ---------------- --------------------
<S>                                       <C>                 <C>              <C>
Revenues:
  SiteMinder software                               71%                 72%               294%
  SiteMinder services                               18                  24                394
  Other                                             11                   4                 47
                                              --------            --------           --------
     Total revenues                                100                 100                286
                                              --------            --------           --------
Cost of Revenues:
  Cost of SiteMinder software                        5                   3                154
  Cost of SiteMinder services                       11                  15                411
  Cost of other                                      6                   3                 85
                                              --------            --------           --------
     Total cost of revenues                         22                  21                267
                                              --------            --------           --------
Gross profit                                        78                  79                291

Selling, general and administrative
expenses (including non-cash stock
compensation of 5.2% and 0% of revenue
for the three months ended March 31,
2000 and 2001, respectively                         88                  56                144

Research and development costs                      22                  15                166
                                              --------            --------           --------
Income (loss) from operations                      (32)                  8                201

Interest income                                     18                   6                 23
                                              --------            --------           --------
Income (loss) before provision for
income taxes                                       (14)                 14                492
                                              --------            --------           --------
Provision for income taxes                          --                   1                N/A
                                              --------            --------           --------

Net income (loss)                                  (14)%                13%               458%
                                              ========            ========           ========
</TABLE>

     Revenues. Total revenues increased by $19.3 million, or 286%, to $26.0
million in the three months ended March 31, 2001, from $6.7 million in the three
months ended March 31, 2000.

     SiteMinder software revenues increased by $14.0 million, or 294%, to $18.8
million in the three months ended March 31, 2001, from $4.8 million in the three
months ended March 31, 2000. This increase is due to the continued increase in
market awareness and the acceptance of the SiteMinder product and expansion of
our sales organization.

     SiteMinder services revenues increased by $4.9 million, or 394%, to $6.2
million in the three months ended March 31, 2001, from $1.3 million in the three
months ended March 31, 2000. This increase reflects the continued growth in the
installed base of SiteMinder software licenses and the increasing demand to
provide installation and integration services for customers.

     Other revenues increased by $341,000, or 47%, to $1.1 million in the three
months ended March 31, 2001, from $730,000 in the three months ended March 31,
2000.

     Cost of revenues. Total cost of revenue increased by $4.0 million or 267%,
to $5.5 million in three months ended March 31, 2001, from $1.5 million in the
three months ended March 31, 2000.

     Cost of SiteMinder software increased by $537,000, or 154%, to $886,000 in
the three months ended March 31, 2001 from $349,000 in the three months ended
March 31, 2000. The increase is primarily the result of increased volumes
associated with SiteMinder Software revenue.

     Cost of SiteMinder services increased by $3.1 million or 411%, to $3.9
million in the three months ended March 31, 2001 from $760,000 in the three
months ended March 31, 2000. The increase is primarily due to growth in
personnel related expenses for our consulting and education organizations as a
result of increased SiteMinder service revenues.

     Cost of other increased by $322,000 or 85%, to $701,000 in the three months
ended March 31, 2001 from $379,000 in the three months ended March 31, 2000.
This increase is primarily due to the proportional growth in other revenues for
the same period, coupled with higher costs associated with reselling third
party products.

                                       13
<PAGE>   14


     Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $8.5 million, or 144%, to $14.5 million in
the three months ended March 31, 2001, from $5.9 million in the three months
ended March 31, 2000. This increase is primarily a result of our continuing to
build our sales and marketing infrastructure to support planned growth in sales
of our SiteMinder product and services. We expect to increase the amount spent
on selling, general and administrative expenses in the foreseeable future as we
continue to expand our market presence both domestically and internationally,
and continue to invest in supporting infrastructure. Included within selling,
general and administrative expenses is a non-cash stock compensation expense of
$353,000 for the three months ended March 31, 2000. There is no non-cash stock
compensation expense for the three months ended March 31, 2001. This expense
represents the compensation charge for a common stock warrant for 100,000 shares
issued to a director in connection with the January 1998 preferred stock
financing. The warrant was accounted for as a variable award, and as a result,
the expense primarily related to the increase in the fair value of the Company's
common stock during the respective periods. The expense was recognized over the
vesting period until the warrant was exercised. As of June 30, 2000 these
warrants were fully exercised.

     Research and development costs. Research and development costs increased by
$2.5 million, or 166%, to $4.0 million in the three months ended March 31, 2001,
from $1.5 million in the three months ended March 31, 2000. The increase was
primarily due to our continued development of SiteMinder and AffiliateMinder and
our increase in research and development personnel. We expect to increase the
amount spent on research and development in the foreseeable future as we
continue to develop and enhance our product line to address the evolving needs
of customers deploying large-scale and transaction-based e-commerce
applications.

     Interest income. Interest income increased by $284,000, to $1.5 million in
the three months ended March 31, 2001, from $1.2 million in the three months
ended March 31, 2000. This increase is mainly attributable to a higher average
cash balance in the three months ended March 31, 2001.

     Provision for income taxes. Provision for income taxes for the three months
ended March 31, 2001 was $315,000. The provision is lower than the statutory
rate due to a reduction in the valuation allowance related to federal net
operating loss carryforwards. The resulting provision relates primarily to state
and foreign taxes. For the three months ended March 31, 2000 we had no provision
for income taxes due to the Company's loss position for the period.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities in the three months ended March 31, 2001
was $1.0 million, primarily due to net income and increases in deferred revenue
and other accrued expenses and partially offset by an increase in accounts
receivable and a decrease in accrued compensation and benefits.

Cash used for investing activities was $1.7 million in the three months ended
March 31, 2001. Investing activities for the period consisted primarily of the
purchases of equipment and software, consisting largely of computer servers,
workstations, networking equipment and business application software.

Cash provided by financing activities in the three months ended March 31, 2001
was $3.0 million which primarily related to the exercise of stock options.

     As of March 31, 2001, our primary financial commitments consisted of
obligations outstanding under operating leases.

     As of March 31, 2001, we had cash and cash equivalents totaling $118.1
million and working capital of $117.5 million.

In recent years, we have significantly increased our operating expenses. We
anticipate that we will continue to experience significant growth in our
operating expenses for the foreseeable future and that our operating expenses
and capital expenditures will constitute a material use of our cash resources.
In addition, we may utilize cash resources to fund acquisitions or investments
in businesses, technologies, products or services that are complementary to our
business.

We believe that our existing cash and cash equivalents will be sufficient to
meet our anticipated cash requirements for working capital and capital
expenditures for at least the next twelve months.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


                                       14
<PAGE>   15

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. The Company is
not presently a party to any legal proceedings, the adverse outcome of which, in
management's opinion, would have a material adverse effect on the Company's
results of operations or financial position.

ITEM 2.  CHANGES IN SECURITIES

Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5.  OTHER INFORMATION

Not Applicable.

ITEM 6.  EXHIBITS

Not Applicable

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 NETEGRITY, INC.

Date: May 11, 2001               By: /s/ Barry N. Bycoff
                                    --------------------------------------------
                                 Barry N. Bycoff
                                 President, Chief Executive Officer, Director
                                 and Chairman of the Board

Date: May 11, 2001               By: /s/ James E. Hayden
                                    --------------------------------------------
                                 James E. Hayden
                                 Vice President, Finance and
                                 Administration, and Chief
                                 Financial Officer


                                       15