SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 1996
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SAFEGUARD SCIENTIFICS, INC.
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(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 1-5620 23-1609753
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(State or other jurisdiction (Commission (I.R.S. Employer
File Number) of incorporation)
Identification No.)
800 The Safeguard Building 435 Devon Park Drive, Wayne, PA 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 293-0600
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ITEM 5. Other Events.
On February 1, 1996, Safeguard Scientifics, Inc. "Safeguard")
announced by a press release that it had agreed to sell in a private
placement $100,000,000 in 6% Convertible Subordinated Notes due February 1,
2006 (the "Notes"). On February 6, 1996, Safeguard announced by a press
release that it had completed the private placement of $115,000,000 in the
Notes to J.P. Morgan Securities Inc. ("J.P. Morgan"), which included a
$15,000,000 overallotment option which was exercised in full by J.P. Morgan.
The Notes are convertible into Safeguard Common Stock, par value $.10 per
share, at $57.97 per share and bear interest at 6% per annum. The Notes
mature in 10 years, with principal payable at maturity. J.P. Morgan advised
Safeguard that it had resold the Notes to qualified institutional buyers,
institutional accredited investors and in offshore transactions. The Notes
have not been and will not be registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The press releases
are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by
reference.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
99.1 Press Release of Safeguard Scientifics, Inc. dated
February 1, 1996.
99.2 Press Release of Safeguard Scientifics, Inc. dated
February 6, 1996.
SIGNATURE
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.
Dated: February 16, 1996 SAFEGUARD SCIENTIFICS, INC.
By:/s/ James A. Ounsworth
James A. Ounsworth,
Sr. Vice President
and General Counsel
EXHIBIT INDEX
DOCUMENT
99.1 Press Release of Safeguard Scientifics, Inc. dated
February 1
99.2 Press Release of Safeguard Scientifics, Inc. dated
February 6, 1996
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
SAFEGUARD SCIENTIFICS TO RAISE $100 MILLION IN A PRIVATE PLACEMENT
Wayne, PA, February 1, 1996 - Safeguard Scientifics, Inc. (NYSE:SFE),
a New York Stock Exchange listed strategic information systems company,
announced today that it agreed to sell in a private placement $100,000,000
in 6% Convertible Subordinated Notes due February 1, 2006, (the "Notes").
The transaction is subject to standard closing conditions. The Notes have
not been and will not be registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
SAFEGUARD SCIENTIFICS RAISES $115 MILLION IN PRIVATE PLACEMENT
Wayne, PA, February 6, 1996 -- Safeguard Scientifics, Inc. (NYSE:SFE), the
New York Stock Exchange listed strategic information systems company,
announced today that it completed a private placement of $115,000,000 in 6%
Convertible Subordinated Notes due February 1, 2006 to J.P. Morgan
Securities Inc., including a $15,000,000 overallotment option which was
exercised in full. J.P. Morgan advised Safeguard that it had resold the
Notes to qualified institutional buyers, institutional accredited investors
and in offshore transactions. The Notes have not been and will not be
registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements.
The Notes are convertible into Safeguard Common Stock at $57.97 per share
and bear interest at 6% per annum. The Notes mature in 10 years, with
principal payable at maturity. Safeguard Common Stock closed on January 31
at $46 3/8.
Warren V. Musser, Safeguard's Chairman, stated, "Safeguard has adopted a
strategy of finding and nurturing businesses with an emphasis on information
systems markets and providing our shareholders with the opportunity to
participate in the success of these companies through rights offerings. The
proceeds of this note offering will be an important step in the continuing
implementation of the Company's strategy."
Safeguard is a unique partnership of entrepreneurial companies focused on
information technology markets. Safeguard has a proven track record of
bringing emerging companies to market through rights offerings to Safeguard
shareholders. Past Safeguard rights offerings include Novell, Inc.,
CompuCom Systems, Inc., Cambridge Technology Partners (Massachusetts), Inc.,
Coherent Communications Systems Corporation, and USDATA Corporation.
Safeguard announced on January 31, 1996 that a registration statement had
been filed with the Securities and Exchange Commission in connection with a
rights offering of approximately 2,625,000 shares of Integrated Systems
Consulting Group, Inc. Common Stock.
This announcement does not constitute an offer to sell or a solicitation of
an offer to buy any securities.
