UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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CORE TECHNOLOGIES (PENNSYLVANIA), INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
151867 10 8
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(CUSIP Number)
Gary A. Miller, Esquire Connolly Epstein Chicco Foxman Engelmyer
& Ewing 1515 Market St. Phila. PA 19103 (215) 851-8472
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 29, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( ).
Check the following box if a fee is being paid with the statement. (X)(A
fee is not required only if the reporting person:(1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1 and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
SCHEDULE 13D
CUSIP No. 151867 10 8
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(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip J. Donnelly
S.S.# ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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(7) SOLE VOTING POWER
833,333
NUMBER -------------------------------
OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 833,333
WITH -------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,333
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
833,333
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.38%
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(14) TYPE OF REPORTING PERSON*
IN
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Item 1 Security and Issuer
Title of Class:
Common Stock, $.01 par value
Name of Issuer:
Core Technologies (Pennsylvania), Inc.
Address of Principal
Executive Offices of Issuer:
110 Summit Drive, Exton, Pa 19341
Item 2 Identity and Background:
(a) Name of Person Filing:
Philip J. Donnelly
(b) Business Address:
110 Summit Drive
Exton, PA 19341
(c) Present Principal Occupation:
Vice President of Issuer to
which this filing relates, Core
Technologies (Pennsylvania), Inc.
110 Summit Drive, Exton, PA 19341
(d) Whether or not, during the last five years,
such person has been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors):
No.
(e) Whether or not, during the last five years, such
person was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such law:
No.
(f) Citizenship:
U.S.A.
Item 3 Source and Amount of Funds or Other Consideration
The aggregate purchase price was paid by the issuance of
Mr. Donnelly's promissory note to the seller of the
securities, Safeguard Scientifics (Delaware), Inc.
("Safeguard"). The promissory note bears interest at a rate
of 6.35% per annum. Interest and principal are payable in
full on September 29, 2000, provided that Mr. Donnelly must
prepay the outstanding balance to the extent of 25% of the
proceeds of any sale or other disposition of any of these
securities.
Item 4 Purpose of Transaction
The purpose of Mr. Donnelly's acquisition of these shares
was to obtain a substantial investment in the Company.
Mr. Donnelly has no plan or intent to exercise any control
over the Company. Mr. Donnelly has no plans or proposals
which relate to or would result in any of the transactions or
activities listed in paragraphs (a) through (g) of Item 4.
Item 5 Interest in Securities of Issuer
(a) Mr. Donnelly is currently the beneficial owner of
833,333 shares, representing 9.38% of the Company's
outstanding Common Stock.
(b)(i) Mr. Donnelly has the sole power to vote all 833,333
shares referenced in paragraph (a).
(ii) Subject to the Option Shares Escrow Agreement
described below, Mr. Donnelly has the sole power to dispose
of all 833,333 shares referenced in paragraph (a).
Mr. Donnelly, together with Mr. George Mitchell, the
Company's President and Chief Executive Officer, and
Mr. Frederick B. Franks, III, the Company's Vice President-
Finance and Chief Financial Officer, has entered into an
Option Shares Escrow Agreement with the Company pursuant to
which Mr. Donnelly has deposited 233,333 shares of Common
Stock into escrow with the Company. The Company may redeem
these escrowed shares in order to satisfy exercises of
options under the Company's 1993 Stock Option Plan. The
redemption price payable by the Company to Mr. Donnelly will
be equal to the exercise price payable to the Company by the
individual exercising the option. Prior to redemption,
Mr. Donnelly retains the right to vote, receive
distributions and dividends (if any) on, and transfer
(subject to the terms of the escrow) the escrowed shares.
(c) Effective September 29, 1995, Mr. Donnelly acquired
833,333 shares of the Common Stock from Safeguard for $.10
per share. This was a private transaction pursuant to a
Stock Purchase Agreement between Mr. Donnelly and Safeguard.
(d) Not applicable
(e) Not applicable
Item 6 Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no such contracts, arrangements, understandings or
relationships except for the Option Shares Escrow Agreement
described in Item 5(b)(ii) hereof.
Item 7 Material to be Filed as Exhibit
(1) Promissory Note from Philip J. Donnelly to
Safeguard Securities (Delaware), Inc. dated September
29, 1995
(2) Option Shares Escrow Agreement dated September 29, 1995
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify the information set
forth in this statement is true, complete and correct.
October 26, 1995 /s/Philip J. Donnelly
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Date Signature
Philip J. Donnelly
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Name/Title
PROMISSORY NOTE
$83,333.00 September 29, 1995
FOR VALUE RECEIVED, Philip Donnelly, an individual resident of
Pennsylvania (the "Borrower") hereby promises to pay to the order of
Safeguard Scientifics (Delaware), Inc. (the "Lender"), at 800 The
Safeguard Building, 435 Devon Park Drive, Wayne PA 19087 or at such
other place in the continental United States as the Lender may designate
in writing, in lawful money of the United States, and in immediately
available funds, the principal sum of Eighty-Three Thousand Three
Hundred Thirty-Three Dollars ($83,333).
The unpaid principal balance of the Note shall be paid on September
29, 2000.
The Borrower hereby further promises to pay to the order of the
Lender interest on the outstanding principal amount from the date
hereof, at a per annum rate of 6.35%, compounded annually. Interest
shall accrue during the term of this Note and all accrued interest shall
be paid in full upon the payment of any principal amount of this Note.
All payments made on this Note (including, without limitation,
prepayments) shall be applied, at the option of the Lender, first to
late charges and collection costs, if any, then to accrued interest, and
then to principal.
Accrued interest and principal shall be prepaid from time to time
to the extent of 25% of the proceeds of any sales or other dispositions
(including redemptions pursuant to that certain Option Shares Escrow
Agreement of even date herewith) by the Borrower of any of the shares of
common stock of Core Technologies (Pennsylvania), Inc. purchased by
Borrower from Lender on the date hereof.
The accrued interest and outstanding principal amount of this Note
may be prepaid in whole or in part without any prepayment penalty or
premium at any time or from time to time by Borrower upon notice to the
Lender.
Notwithstanding anything in this Note, the interest rate charged
hereon shall not exceed the maximum rate allowable by applicable law.
If any stated interest rate herein exceeds the maximum allowable rate,
then the interest rate shall be reduced to the maximum allowable rate,
and any excess payment of interest made by Borrower at any time shall be
applied to the unpaid balance of any outstanding principal of this Note.
An event of default hereunder shall consist of:
(i) a default in the payment by Borrower to Lender of principal
under this Note as and when the same shall become due and payable;
(ii) an event of default by Borrower under any other obligation,
instrument, note or agreement with the Lender for borrowed money, beyond
any applicable notice and/or grace period;
(iii) institution of any proceeding by or against Borrower under
any present or future bankruptcy or insolvency statute or similar law
and, if involuntary, if the same are not stayed or dismissed within
sixty (60) days, or Borrower's assignment for the benefit of creditors
or the appointment of a receiver, trustee, conservator or other judicial
representative for Borrower or Borrower's property or Borrower's being
adjudicated a bankrupt or insolvent.
Upon the occurrence of any event of default, the entire unpaid
principal amount of this Note and all unpaid interest accrued thereon
shall, at the sole option of Lender, without notice, become immediately
due and payable, and Lender shall thereupon have all the rights and
remedies provided hereunder or now or hereafter available at law or in
equity.
The Borrower hereby waives presentment, demand, protest and notice
of dishonor and protest, and also waives all other exemptions; and
agrees that extension or extensions of the time of payment of this Note
or any installment or part thereof may be made before, at or after
maturity by agreement by the Lender. The Borrower shall pay to the
Lender, upon demand, all costs and expenses, including, without
limitation, attorneys' fees and legal expenses, that may be incurred by
the Lender in connection with the enforcement of this Note.
Any failure by the Lender to exercise any right hereunder shall not
be construed as a waiver of the right to exercise the same or any other
right at any time. No amendment to or modification of this Note shall
be binding upon the Lender unless in writing and signed by it.
Notices required to be given hereunder shall be deemed validly
given (i) three business days after sent, postage prepaid, by certified
mail, return receipt requested, (ii) one business day after sent,
charges paid by the sender, by Federal Express Next Day Delivery or
other guaranteed delivery service, (iii) when sent by facsimile
transmission, or (iv) when delivered by hand:
If to Lender:
Safeguard Scientifics, Inc.
Attention: General Counsel
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
If to Borrower:
to the address set forth at the bottom of this Note;
or to such other address, or in care of such other person, as Holder or
Borrower shall hereafter specify to the other from time to time by due
notice.
Any provision hereof found to be illegal, invalid or unenforceable
for any reason whatsoever shall not affect the validity, legality or
enforceability of the remainder hereof.
This Note shall apply to and bind the successors of the Borrower
and shall inure to the benefit of the Lender, its successors and
assigns.
The Note shall be governed by and interpreted in accordance with
the laws of the Commonwealth of Pennsylvania.
The Borrower has duly executed this Note as of the date first above
written.
WITNESS: /s/Philip Donnelly
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Philip Donnelly
Adress: -----------------------
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OPTION SHARES ESCROW AGREEMENT
THIS OPTION SHARES ESCROW AGREEMENT ("Agreement") is entered into
as of September 29, 1995, by and between George Mitchell, Frederick
Franks III, Philip Donnelly (collectively, the "Shareholders") and Core
Technologies (Pennsylvania), Inc., a Delaware corporation (the
"Company").
Recitals:
Whereas, each of the Shareholders have entered into a Stock
Purchase Agreement of even date herewith (the "SPA") for the purchase
of common stock of the Company from Safeguard Scientifics (Delaware),
Inc. ("Safeguard");
Whereas, Safeguard required, as a condition to entering into the
SPA, that the Shareholders and the Company enter into this Agreement and
the Shareholders deposit an aggregate of 700,000 shares of the Company's
Common Stock (the "Option Shares") into the escrow with the Company
created by this Agreement, subject to the Company's right to redeem said
shares upon exercise of vested Covered Options (as defined below);
NOW, THEREFORE, for adequate consideration the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Escrow.
1.1 The Company hereby acknowledges receipt from the Shareholders
of the certificate or certificates evidencing the following number of
Option Shares
George Mitchell 233,334 shares
Frederick Franks III 233,333 shares
Philip Donnelly 233,333 shares;
together with Assignments Separate From Certificate in the form attached
hereto as Attachment A, duly executed by the Shareholders in blank.
Unless redeemed by the Company in accordance herewith, the Option
Shares shall be held by the Company in escrow in accordance with the
terms and conditions of this Agreement.
1.2 During the term of this escrow, the Secretary of the Company,
or such substitute officer of the Company as may be designated by the
Company's board of directors, shall maintain custody of and hold the
Option Shares on behalf of the Company, in its capacity as escrow agent
under this Agreement. Each Shareholder irrevocably appoints the Company
as attorney-in-fact for the term of this escrow to execute all documents
necessary or appropriate to make negotiable any Option Shares redeemed
pursuant to Section 3 and to complete any such redemption transaction.
1.3 The Company shall act as escrow agent under this Agreement on
the following terms and conditions:
1.3.1 The escrow agent shall, and shall be obligated to,
perform only those duties specifically set forth herein. The escrow
agent's duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.
1.3.2 The escrow agent may rely and shall be protected in
relying on any instrument reasonably believed to be genuine and to have
been signed or presented by the proper party or parties. The escrow
agent (as well as any officer of the Company appointed pursuant to
Section 1.2) shall not be liable for any act done or omitted reasonably
and in good faith (and any reliance on or act done or omitted pursuant
to the written advice of legal counsel to the Company shall be
conclusively presumed to be reasonable and in good faith).
1.3.3 It is understood and agreed that should any dispute
arise with respect to the redemption of or the delivery and/or ownership
or right of possession of the Option Shares held by the escrow agent
here-under, the escrow agent is authorized and directed to retain in the
escrow agent's possession, without liability to anyone, all or any part
of said securities until such disputes shall have been settled either by
mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time
for appeal has expired and no appeal has been perfected. However, the
escrow agent shall be under no duty whatsoever to institute any such
proceedings.
1.4 Unless and until redeemed by the Company pursuant to and in
accordance with Section 3, each Shareholder shall retain beneficial and
legal ownership of all the Option Shares deposited by him, and shall be
entitled to, and to exercise, all the privileges, rights and benefits of
such ownership, including without limitation the right to vote the same
and to receive dividends and other distributions thereon.
2. Grant of Covered Options. The Company has granted, or shall
reasonably promptly after the date of this Agreement grant, to employees
of the Company other than the Shareholders a total of at least 700,000
options under its existing option plan to purchase common stock of the
Company (the "). The Covered Options shall have an exercise price equal
to the fair market value of the common stock of the Company at the time
of grant (the "Option Price").
3. Redemption.
3.1 If and for so long as they are held in escrow hereunder, the
Option Shares shall be subject to redemption by the Company from time-
to-time on a one-for-one basis as the Covered Options are exercised as
set forth herein. In this regard:
3.1.1 If and as those Covered Options which are or become
vested are exercised from time-to-time, the Company shall have the right
to, and the parties intend that the Company shall, redeem from the
Shareholders, pro rata in accordance with the respective number of
Option Shares deposited by the Shareholders, an aggregate number of
Option Shares equal to the number of shares of Common Stock being
purchased by such Covered Option exercise. The Redemption Price of a
given Option Share (i.e., the amount payable upon its redemption
hereunder), which will be payable by the Company upon exercise of a
Covered Option and redemption of a corresponding number of Option
Shares, shall be equal to the exercise price per share under the Covered
Option whose exercise gives rise to the redemption in question.
3.1.2 The Company shall give to the Shareholders a written
notice (a "Redemption Notice") in connection with each redemption of
Option Shares pursuant hereto. Each Redemption Notice shall, as to each
Covered Option then being exercised, (i) certify that said Covered
Option was fully vested, had not lapsed or expired, and was validly and
properly exercised, except for any such requirements which are waived
with respect to such option by the Company's board of directors or its
option committee; (ii) identify the person exercising the same, the
number of shares of stock being purchased pursuant thereto and the
option exercise price per share thereunder; and (iii) state the number
of Option Shares being redeemed and the applicable Redemption Price (in
total and per share).
3.1.3 Each redemption shall occur as described in its
respective Redemption Notice, unless the Shareholders object in good
faith in writing stating the basis for such objection, at the principal
office of the Company on the tenth (10th) business day after the date
the Shareholders are given the Redemption Notice. If the Shareholders
so object to a redemption, then the Company shall neither effect the
closing of the redemption in question nor release the affected Option
Shares to the Shareholders until the dispute is resolved by the mutual
written agreement of the parties concerned or by a final order, decree
or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected.
3.1.4 At each redemption closing hereunder, the Company
shall (i) transfer to the Company's order (including, if applicable,
appropriately filling in and dating the necessary Assignments Separate
From Certificate) and/or cancel the correct number of shares and (ii)
pay to the Shareholders the aggregate Redemption Price for the shares so
transferred and/or canceled either by personal delivery of a check to
Shareholders or by wire transfer in accordance with the Shareholders'
instructions, the payment method to be at the election of the
Shareholders.
3.1.5 The parties intend that the Company shall exercise
the corresponding redemption right set forth in this Section 3
reasonably promptly after each valid exercise of a vested Covered
Option. However, the failure of the Company to timely exercise a
redemption right hereunder following the valid exercise of a vested
Covered Option shall not result in a waiver by the Company of such
redemption right or bar a later exercise of such redemption right except
as provided in Section 7.1.
3.1.6 The Company shall redeem all Option Shares which it
has the right to redeem under this Section 3 unless otherwise expressly
approved by the Company's board of directors.
4. Stock Splits, etc. If, from time to time during the term of
this Agreement, there is any stock dividend, stock split or other change
in the character or amount of any of the outstanding securities of the
Company or if there is any consolidation, merger or sale of all, or
substantially all, of the assets of the Company, then in such event any
and all adjustments or new, substituted or additional securities to
which the Shareholder is entitled by reason of its ownership of Option
Shares shall be immediately subject to this escrow and the redemption
right set forth in Section 3 and shall be "Option Shares" for all
purposes of this Agreement with the same force and effect as the shares
of stock presently subject to this Agreement, if and provided that the
shares of stock under the Covered Options are similarly adjusted or
entitled to such new, substituted or additional securities and such
adjustments or new, substituted or additional securities are subject to
the terms and conditions of the Covered Options agreements between the
Company and the optionees thereunder. After each such event, the Option
Price per Option Share payable upon exercise of the Covered Option in
question shall be appropriately adjusted as well. The Shareholders
authorize the Company to deposit into escrow under this Agreement any
certificates evidencing any such new, substituted or additional
securities subject to this Agreement.
5. Restriction on Transfer.
5.1 The Shareholders agree not to sell, transfer, pledge,
hypothecate or otherwise dispose of any Option Shares which remain
subject to the right of redemption set forth in Section 3, except as set
forth in Section 5.2 below.
5.2 Notwithstanding anything to the contrary in this Agreement,
nothing in this Agreement shall prevent the Shareholders from making a
distribution or transfer of beneficial and legal ownership of any or all
the Option Shares, provided that any such distribution or transfer is
otherwise in compliance with applicable securities laws and that the
transferee(s) agree in writing to be bound by the provisions of this
Agreement and delivers to the Escrow Agent such number of Assignments
Separate From Certificate in the form of Attachment A, duly executed in
blank as the Company may reasonably require. The Shareholders agree to
give Company written notice of any distribution or transfer made
pursuant to this Section 5.2.
5.3 The Company shall not be required (i) to transfer on its
books any Option Shares which shall have been sold or transferred in
violation of any of the provisions set forth in this Agreement, or (ii)
to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares shall
have been so transferred.
5.4 In no event may the Company assign its rights and delegate
its duties under this Agreement, including but not limited to the
redemption right set forth in Section 3, without the prior written
consent of the Shareholders.
6. Stock Legends. The certificates representing the Option
Shares, if and while subject to the provisions of this Agreement, may be
endorsed with the following stock legend (in addition to any other stock
legend endorsed thereon):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RIGHTS OF REDEMPTION AND RESTRICTIONS UPON AND OBLIGATIONS WITH RESPECT
TO TRANSFER AS SET FORTH IN AN "OPTION SHARES ESCROW AGREEMENT" BETWEEN
THE CORPORATION AND THE ORIGINAL REGISTERED HOLDER OF SAID SHARES, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.
7. Termination Provisions.
7.1 If a Covered Option does not fully vest in the option holder,
or if a vested Covered Option lapses in whole or part without exercise,
then a corresponding number of Option Shares immediately shall cease to
be subject to such right of redemption and shall be free of any and all
obligation to sell the same to the Company and the certificate(s) for
such share(s) promptly shall be delivered to the Shareholders (or as the
Shareholders then direct), pro rata in proportion to the respective
number of Option Shares deposited by each Shareholder, with any legend
endorsed thereon pursuant to Section 6 removed.
7.2 This Agreement and the escrow created hereby will
automatically terminate upon the date all Option Shares have been either
redeemed or released from escrow pursuant to Section 3 or 7; provided,
however, (i) if there is then pending an unresolved objection to a
redemption hereunder or any other applicable dispute (see Sections 1.3.3
and 3.1.3), then this Agreement shall not terminate until thirty (30)
days after such objection or dispute is resolved and (ii) the Company's
obligation to pay in full the Option Price for all Option Shares
redeemed hereunder shall survive such termination. If, at the time of
such termination, the Company has possession of any documents,
securities or other property belonging to Shareholders, it shall
promptly deliver all of same to Shareholders.
8. Miscellaneous.
8.1 The parties agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the
intent of this Agreement.
8.2 Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery,
deposit with a guaranteed overnight courier, or upon deposit in the
United States Post Office, by registered or certified mail with postage
and fees prepaid, addressed to the Shareholders at their addresses set
forth in the Company's records, or to the Company as follows:
Core Technologies, Inc.
110 Summit Drive
Exton, PA 19341
Attn: Corporate Secretary
or, in each case, at such other address as such party may designate by
written notice to the other party hereto.
8.3 This Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer
herein set forth, be binding upon Shareholders, their heirs, executors,
administrators, successors and assigns. Safeguard Scientifics
(Delaware), Inc. shall be a third party beneficiary of this Agreement,
and the parties shall not amend or waive compliance with this Agreement
without the consent of Safeguard.
8.4 This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
CORE TECHNOLOGIES (PENNSYLVANIA),
INC. SHAREHOLDERS:
By: George Mitchell George Mitchell
--------------------------- ---------------------
George Mitchell, President GEORGE MITCHELL
Philip Donnelly Frederick Franks
--------------------------- ---------------------
PHILIP DONNELLY FREDERICK FRANKS III
