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As filed with the Securities and Exchange Commission on September 9, 1999
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)
1999 Equity Compensation Plan
(Full title of the plan)
James A. Ounsworth, 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 Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share price(2) fee(2)
Common Stock, 211,250 (2) $14,220,627 $ 3,953
$.10 par value 2,788,750 $69.4062 $193,556,540 $ 53,809
(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) Calculated pursuant to Rule 457(c) and 457(h). The fee is computed
based upon the per share exercise price at which options may be
exercised (3,000 at $65.1875, 2,500 at $70.6562, 155,750 at $69.5625
and 50,000 at $60.2813) or, as to the remaining 2,788,750 shares
that are reserved for future issuance, the fee is computed based
upon the average of the highest and lowest prices for a share of
Common Stock of the Registrant on September 7, 1999, as reported on
the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by Safeguard Scientifics, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998;
2. The Registrant's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999; and
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed by the Registrant to
register such securities under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement but prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of each such document.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document that is also incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
hereof.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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 Company by James A. Ounsworth, Esquire,
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr.
Ounsworth is Senior Vice President, General Counsel and Secretary of
Safeguard Scientifics, Inc. and beneficially owns 107,907 shares of
Registrant's common stock and holds options to purchase up to 190,000 shares
of Registrant's common stock.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
of 1988, as amended (the "PBCL") provide that a business corporation may
indemnify directors and officers against liabilities they may incur as such
provided that the particular person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In general, the
power to indemnify under these sections does not exist in the case of actions
against a director or officer by or in the right of the corporation if the
person otherwise entitled to indemnification shall have been adjudged to be
liable to the corporation unless it is judicially determined that, despite
the adjudication of liability but in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnification for
specified expenses. The corporation is required to indemnify directors and
officers against expenses they may incur in defending actions against them in
such capacities if they are successful on the merits or otherwise in the
defense of such actions.
Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state
or local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and
expenses incurred in such capacity, except in circumstances where the act or
failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness.
The Registrant's Articles of Incorporation provide that a director
or officer of the Registrant shall not be personally liable for monetary
damages as such (including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature (including,
without limitation, attorneys' fees and disbursements)) for any action taken,
or any failure to take any action, unless the director or officer has
breached or failed to perform the duties of his or her office under the
Articles or the bylaws of the Registrant or applicable provisions of law and
the breach or failure to perform constitutes self-dealing, willful misconduct
or recklessness provided that such limitation on monetary damages does not
relieve a director or officer of liability for the payment of any taxes
pursuant to local, state or federal law, or liability or responsibility
pursuant to any criminal statute.
Section 6 of Article II of the bylaws also limits the monetary
liability of directors for any action taken, or any failure to take any
action, unless the director has breached or failed to perform the duties of
his or her office. The limitation on monetary liability does not extend to
breaches of duty constituting self-dealing, willful misconduct or
recklessness and does not relieve a director of liability for the payment of
any taxes pursuant to local, state or federal law, or liability or
responsibility pursuant to any criminal statute.
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Article VIII of the bylaws provides, except as expressly prohibited
by law, an unconditional right to indemnification for expenses and any
liability paid or incurred by any director or officer of the Registrant, or
any other person designated by the Board of Directors as an indemnified
representative, in connection with any proceeding in which the indemnified
representative may be involved as a party or otherwise, by reason of the fact
that such person is or was serving in an indemnified capacity, including
without limitation liabilities resulting from any actual or alleged breach or
neglect of duty, error, misstatement or misleading statement, negligence,
gross negligence or act giving rise to strict or products liability, except
where such indemnification is expressly prohibited by applicable law or where
the conduct of the indemnified representative has been determined to
constitute willful misconduct, recklessness or self-dealing sufficient in the
circumstances to bar indemnification against liabilities arising from the
conduct.
The Registrant has a directors' and officers' liability insurance
policy that affords directors and officers with insurance coverage for losses
arising from claims based on breaches of duty, negligence, error and other
wrongful acts.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement.
4.1 1999 Equity Compensation Plan (1) (Exhibit 4.1)
5.1 Opinion of James A. Ounsworth, Esquire
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Arthur Andersen LLP
23.6 Consent of Deloitte & Touche LLP
23.7 Consent of Counsel -- included in opinion filed as Exhibit 5 hereto
24.1 Power of Attorney (included with signature page of this Registration
Statement)
(1) Filed as an exhibit to Form 10-Q for the quarter ended June 30, 1999
and incorporated herein by reference.
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Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
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unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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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 September 8, 1999.
SAFEGUARD SCIENTIFICS, INC.
By: /s/ Warren V. Musser
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Warren V. Musser
Chairman and Chief Executive Officer
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 HARRY WALLAESA AND JAMES A. OUNSWORTH, AND EACH OF
THEM, 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 TO THIS REGISTRATION STATEMENT.
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Dated: September 8, 1999 /s/ Warren V. Musser
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Warren V. Musser, Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
Dated: September 8, 1999 /s/ Michael W. Miles
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Michael W. Miles, Senior Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
Dated: September 7, 1999 /s/ Judith Areen
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Judith Areen, Director
Dated: September 8, 1999 /s/ Vincent G. Bell, Jr.
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Vincent G. Bell, Jr., Director
Dated: September ___, 1999
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Michael J. Emmi, Director
Dated: September ___, 1999
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Robert A. Fox, Director
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Dated: September 8, 1999 /s/ Robert E. Keith, Jr.
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Robert E. Keith, Jr., Director
Dated: September 7, 1999 /s/ Jack L. Messman
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Jack L. Messman, Director
Dated: September 8, 1999 /s/ Russell E. Palmer
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Russell E. Palmer, Director
Dated: September 7, 1999 /s/ John W. Poduska, Sr.
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John W. Poduska, Sr., Director
Dated: September 7, 1999 /s/ Heinz Schimmelbusch
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Heinz Schimmelbusch, Director
Dated: September 7, 1999 /s/ Hubert J.P. Schoemaker
Hubert J. P. Schoemaker, Director
Dated: September 7, 1999 /s/ Harry Wallaesa
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Harry Wallaesa, Director
Dated: September 7, 1999 /s/ Carl J. Yankowksi
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Carl J. Yankowski, Director
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- -------- ----------------------
4.1 1999 Equity Compensation Plan (1)(Exhibit 4.1)
5.1 Opinion of James A. Ounsworth, Esquire
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of PricewaterhouseCoopers LLP
23.5 Consent of Arthur Andersen LLP
23.6 Consent of Deloitte & Touche LLP
23.7 Consent of Counsel -- included in opinion filed as
Exhibit 5 hereto
24.1 Power of Attorney (included with signature page of
this Registration Statement)
(1) Filed as an exhibit to Form 10-Q for the quarter ended June 30, 1999 and
incorporated herein by reference.
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EXHIBIT 5.1
September 8, 1999
Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
Gentlemen:
I have acted as counsel to Safeguard Scientifics, Inc. (the
"Company"), and I am delivering this opinion in connection with the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act") relating
to an aggregate of 3,000,000 shares of Common Stock of the Company, $.10 par
value per share (the "Shares"), issuable under the 1999 Equity Compensation
Plan ("1999 Plan").
In this connection, I have reviewed the Company's Articles of
Incorporation, its Bylaws, resolutions of its Board of Directors and
shareholders, and such other documents and corporate records as I have deemed
appropriate in the circumstances. My opinion is limited solely to matters
governed by the laws of the Commonwealth of Pennsylvania and the federal laws
of the United States of America.
Based upon the foregoing and consideration of such questions of law
as I have deemed relevant, I am of the opinion that the Shares, when issued
in accordance with the terms of the 1999 Plan, will be validly issued, fully
paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such opinion, I do not thereby admit that I
am acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission.
This opinion is rendered to you in connection with the
above-referenced Registration Statement and may be relied on by you only in
connection therewith. No other person may rely on this opinion. This opinion
may not be quoted by you or any other person without my prior written consent.
My rendering of this opinion to you does not obligate me to render
any further opinion to you or to update this opinion at any time in the
future.
Very truly yours,
/s/ James A. Ounsworth
James A. Ounsworth
Sr. Vice President, General Counsel and
Secretary
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Exhibit 23.1
The Board of Directors
Safeguard Scientifics, Inc.
We consent to the use of our reports included in the Company's annual report
on Form 10-K for the year ended December 31, 1998 which has been incorporated
herein by reference.
/s/ KPMG LLP
Philadelphia, Pennsylvania
September 2, 1999
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Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement of Safeguard Scientifics, Inc. on Form S-8 of our report dated
February 2, 1999, except for Note R, as to which the date is March 29, 1999,
relating to the financial statements of Cambridge Technology Partners
(Massachusetts), Inc., which appears in Safeguard Scientifics, Inc. Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 2, 1999
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Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement of Safeguard Scientifics, Inc. on Form S-8 of our report dated
September 9, 1998, relating to the consolidated financial statements of
Docucorp International, Inc., which appears in Safeguard Scientifics, Inc.'s
Annual Report on Form 10-K for the year ending December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 2, 1999
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Exhibit 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement of Safeguard Scientifics, Inc. on Form S-8 of our report dated
February 12, 1999, relating to the consolidated financial statements of
USDATA Corporation, which appears in Safeguard Scientifics, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ Pricewaterhouse Coopers LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 2, 1999
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Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of Safeguard Scientifics, Inc. on
Form S-8 of our report dated February 5, 1999, included in Sanchez Computer
Associates, Inc.'s Form 10-K for the year ended December 31, 1998, and also
included as an exhibit to Safeguard Scientifics, Inc.'s Form 10-K for the
year ended December 31, 1998.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
September 2, 1999
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Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Safeguard Scientifics, Inc. on Form S-8 of our report dated February 24, 1999
(relating to the financial statements of OAO Technology Solutions, Inc. not
presented separately therein) appearing in the Annual Report on Form 10-K of
Safeguard Scientifics, Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
McLean, VA
September 2, 1999
