As filed with the Securities and Exchange Commission on November 14, 2001
Registration Statement No. 333-
-----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFEGUARD SCIENTIFICS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1609753
(State of Incorporation) (I.R.S. Employer Identification No.)
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945
(Address of principal executive offices, including zip code)
2001 Associates Equity Compensation Plan
(Full title of the plan)
N. Jeffrey Klauder, Esq.
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(Name and Address of Agent for Service)
(610) 293-0600
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Amount to Be Offering Price Aggregate Offering Registration
Registered(1) Per Share(2) Price(2) Fee(2)
Title of securities to be registered
Common Stock, $.10 per share,
together with related rights to
purchase Series A Junior
Participating Preferred Stock 726,950 $2.115 $ 1,537,499
2,273,050 $2.675 $ 6,080,409
--------- --------------
Total 3,000,000 $ 7,617,908 $ 1,904
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also registers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Estimated pursuant to Rule 457(c) and 457(h) under the Securities Act
of 1933 solely for purposes of calculating the registration fee. The
fee is computed based upon the per share exercise price at
which grants may be exercised as to 726,950 outstanding grants or, as
to the remaining 2,273,050 shares that are reserved for future
issuance, based upon $2.675, the average of the high and low prices for
a share of Common Stock of the Registrant on November 8, 2001, as
reported on the New York Stock Exchange
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 333-65092 on
Form S-8 as filed with the Securities and Exchange Commission (the "Commission")
on July 13, 2001, is effective. Pursuant to General Instruction E of Form S-8,
the contents of the above listed Registration Statement are hereby incorporated
by reference herein.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In addition to the documents incorporated by reference in Item 3 of
Registration Statement No. 333-65092 on Form S-8, the following document filed
with the Commission is incorporated by reference in this Registration Statement:
1. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered
hereby has been passed upon for the Registrant by N. Jeffrey Klauder, Esquire,
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr.
Klauder is Executive Vice President and General Counsel of Safeguard
Scientifics, Inc. and beneficially owns 107,500 shares of the Registrant and
holds options to purchase up to 675,000 shares of the Registrant, of which
56,250 options are currently exercisable.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement.
4.1 2001 Associates Equity Compensation Plan, as amended September 19, 2001
4.2 Rights Agreement dated as of February 28, 2000, between Safeguard
Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated herein by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K filed on February 29, 2000)
5.1 Opinion of N. Jeffrey Klauder, Esquire
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (included in opinion filed as Exhibit 5 hereto)
24.1 Power of Attorney (included with signature page of this Registration
Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania on November 12, 2001.
SAFEGUARD SCIENTIFICS, INC.
By: /s/ Anthony L. Craig
------------------------------------------
Anthony L. Craig
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS CHRISTOPHER J. DAVIS AND N. JEFFREY KLAUDER, AND EACH
OF THEM ACTING ALONE, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE,
AND STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS
REGISTRATION STATEMENT WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH.
Dated: November 12, 2001 /s/ Anthony L. Craig
----------------------------------
Anthony L. Craig, Chief Executive
Officer, President and Director
(Principal Executive Officer)
Dated: November 12, 2001 /s/ Christopher J. Davis
----------------------------------
Christopher J. Davis, Executive
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
Dated: October 15, 2001 /s/ Vincent G. Bell, Jr.
----------------------------------
Vincent G. Bell, Jr., Director
Dated: October ___, 2001
----------------------------------
Walter W. Buckley, III, Director
Dated: October 19, 2001 /s/ Michael J. Emmi
----------------------------------
Michael J. Emmi, Director
Dated: October 8, 2001 /s/ Robert A. Fox
----------------------------------
Robert A. Fox, Director
Dated: October 30, 2001 /s/ Robert E. Keith, Jr.
----------------------------------
Robert E. Keith, Jr., Chairman of
the Board
Dated: October 29, 2001 /s/ Jack L. Messman
----------------------------------
Jack L. Messman, Director
Dated: October 30, 2001 /s/ Warren V. Musser
----------------------------------
Warren V. Musser, Chairman
Emeritus
Dated: October 15, 2001 /s/ Russell E. Palmer
----------------------------------
Russell E. Palmer, Director
Dated: October 26, 2001 /s/ John W. Poduska
----------------------------------
John W. Poduska Sr., Director
Dated: October 29, 2001 /s/ Heinz Schimmelbusch
----------------------------------
Heinz Schimmelbusch, Director
Dated: October 8, 2001 /s/ Carl J. Yankowski
----------------------------------
Carl J. Yankowski, Director
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 2001 Associates Equity Compensation Plan, as amended September 19, 2001
4.2 Rights Agreement dated as of February 28, 2000, between Safeguard
Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated herein by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K filed on February 29, 2000)
5.1 Opinion of N. Jeffrey Klauder, Esquire
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (included in opinion filed as Exhibit 5 hereto)
24.1 Power of Attorney (included with signature page of this Registration
Statement)