<PAGE>
As filed with the Securities and Exchange Commission on April 1, 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)
Wallaesa Stock Option Agreement
(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
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share (2) price(2) fee(2)
<S> <C> <C> <C> <C>
Common Stock, 100,000 $37.0625 $3,706,250 $1,030.34
$.10 par value
</TABLE>
(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(h). The fee is computed based upon
the per share exercise price at which options may be exercised.
1
<PAGE>
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 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 112,862 shares of Registrant and holds
currently exercisable options to purchase up to 190,000 shares of Registrant.
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
2
<PAGE>
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.
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
3
<PAGE>
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.
<TABLE>
<S> <C>
4.1 Stock Option Grant Certificate issued to Harry Wallaesa on March 1, 1999.
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)
</TABLE>
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;
4
<PAGE>
(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, 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.
5
<PAGE>
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 March 30, 1999.
SAFEGUARD SCIENTIFICS, INC.
By: /s/ Warren V. Musser
--------------------------------------
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.
Dated: March 30, 1999 /s/ Warren V. Musser
------------------------------------------------
Warren V. Musser, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
Dated: March 30, 1999 /s/ Michael W. Miles
------------------------------------------------
Michael W. Miles, Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: March 30, 1999 /s/ Judith Areen
------------------------------------------------
Judith Areen, Director
Dated: March 18, 1999 /s/ Vincent G. Bell, Jr.
------------------------------------------------
Vincent G. Bell, Jr., Director
Dated: March 29, 1999 /s/ Michael J. Emmi
------------------------------------------------
Michael J. Emmi, Director
Dated: March 25, 1999 /s/ Robert A. Fox
------------------------------------------------
Robert A. Fox, Director
Dated: March 23, 1999 /s/ Delbert W. Johnson
------------------------------------------------
Delbert W. Johnson, Director
6
<PAGE>
Dated: March 26, 1999 /s/ Robert E. Keith, Jr.
------------------------------------------------
Robert E. Keith, Jr., Director
Dated: March 21, 1999 /s/ Peter Likins
------------------------------------------------
Peter Likins, Director
Dated: March 25, 1999 /s/ Jack L. Messman
------------------------------------------------
Jack L. Messman, Director
Dated: March 24, 1999 /s/ Russell E. Palmer
------------------------------------------------
Russell E. Palmer, Director
Dated: March 29, 1999 /s/ John W. Poduska, Sr.
------------------------------------------------
John W. Poduska Sr., Director
Dated: March 26, 1999 /s/ Heinz Schimmelbusch
------------------------------------------------
Heinz Schimmelbusch, Director
Dated: March 25, 1999 /s/ Hubert J. P. Schoemaker
------------------------------------------------
Hubert J. P. Schoemaker, Director
Dated: March 23, 1999 /s/ Harry Wallaesa
------------------------------------------------
Harry Wallaesa, Director
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
4.1 Stock Option Grant Certificate issued to Harry Wallaesa on March 1, 1999
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)
</TABLE>
8
<PAGE>
Exhibit 4.1
[GRAPHIC OMITTED]
STOCK OPTION GRANT CERTIFICATE
Safeguard Scientifics, Inc., a Pennsylvania corporation (the "Company"), hereby
grants to the grantee named below ("Grantee") an option (this "Option") to
purchase the total number of shares shown below of Common Stock of the Company
(the "Shares") at the exercise price per share set forth below, subject to all
of the terms and conditions on the reverse side of this Stock Option Grant
Certificate. The terms and conditions set forth on the reverse side hereof are
incorporated herein by reference.
Grant Date: March 1, 1999 Grantee acknowledges that the grant
and exercise of this Option, and
Type of Option: Non-qualified Stock Option the sale of Shares obtained through
the exercise of this Option, may
Shares Subject to Option: 100,000 have tax implications that could
result in adverse tax consequences
Exercise Price Per Share: $37.0625 to the Grantee and that Grantee is
not relying on the Company for any
Term of Option: 8 years tax, financial or legal advice and
will consult a tax adviser prior to
such exercise or disposition.
Shares subject to issuance under
this Option do not vest until the
first anniversary of the grant, and
then shall be eligible for exercise
according to the following vesting
schedule: /S/ HARRY WALLAESA
---------------------
Harry Wallaesa
March 1, 2000 to February 28, 2001 25%
March 1, 2001 to February 28, 2002 50%
March 1, 2002 to February 28, 2003 75%
On or after March 1, 2003 100%
In witness whereof, this Stock
Option Grant Certificate has been
executed by the Company by a duly
authorized officer as of the date
specified hereon.
Safeguard Scientifics, Inc.
/s/ Michael W. Miles
- -----------------------
<PAGE>
1. OPTION EXPIRATION. The Option shall automatically terminate upon the
happening of the first of the following events:
(a) The expiration of the 90-day period after the Grantee ceases to be
employed by the Company, if the termination is for any reason other than
disability, death or cause;
(b) The expiration of the one-year period after the Grantee ceases to
be employed by the Company on account of the Grantee's disability;
(c) The expiration of the one-year period after the Grantee ceases to
be employed by the Company if the Grantee dies while employed by the Company or
within three months after the Grantee ceases to be so employed or provide such
services on account of a termination described in subparagraph (a) above; or
(d) The date on which the Grantee ceases to be employed by the Company
for cause.
Notwithstanding the foregoing, in no event may the Option be exercised
after the expiration of the Term of Option specified on the reverse side. Any
portion of the Option that is not vested at the time the Grantee ceases to be
employed by the Company shall immediately terminate.
In the event a Grantee ceases to be employed by the Company for cause,
the Grantee shall automatically forfeit all shares underlying any exercised
portion of an Option for which the Company has not yet delivered the share
certificates upon refund by the Company of the exercise price paid by the
Grantee for such shares.
For purposes of this Stock Option Grant Certificate, the terms
"employed by the Company," "disability," and "cause" shall have the same
meanings as defined in the Company's 1999 Equity Compensation Plan, and this
grant shall be administered by the same committee that administers the Company's
other stock option plans and grants.
2. EXERCISE PROCEDURES.
(a) Subject to the provisions of this Stock Option Grant Certificate,
the Grantee may exercise part or all of the vested Option by giving the Company
written notice of intent to exercise in the manner provided in Paragraph 11
below, specifying the number of Shares as to which the Option is to be
exercised. On the delivery date, the Grantee shall pay the exercise price (i) in
cash, (ii) by delivering Shares of the Company (duly endorsed for transfer or
accompanied by stock powers signed in blank) which shall be valued at their fair
market value on the date of delivery, or (iii) by such other method as the
Committee may approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board. The Committee
may impose from time to time such limitations as it deems appropriate on the use
of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such
<PAGE>
approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Stock Option Grant
Certificate shall be subject to the rights of the Company to withhold amounts
required to be withheld for any taxes, if applicable. Subject to Committee
approval, the Grantee may elect to satisfy any income tax withholding obligation
of the Company with respect to the Option by having Shares withheld up to an
amount that does not exceed the maximum marginal tax rate for federal (including
FICA), state and local tax liabilities.
3. CHANGE OF CONTROL. In the event of a Change of Control, the Board may take
such actions as it deems appropriate.
4. RESTRICTIONS ON EXERCISE. Only the Grantee may exercise the Option during the
Grantee's lifetime. After the Grantee's death, the Option shall be exercisable
(subject to the limitations specified in the Plan) solely by the legal
representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Stock Option Grant
Certificate. Notwithstanding the foregoing, the Committee may provide, at or
after grant, that a Grantee may transfer non-qualified stock options pursuant to
a domestic relations order or to family members or other persons or entities on
such terms as the Committee may determine.
5. GRANT SUBJECT TO STANDARD PROVISIONS. This grant is not made pursuant to any
plan. However, it is intended that this option shall be governed by, and
interpreted in accordance with, the terms which govern other stock options which
may be granted by the Company under its 1999 Equity Compensation Plan. The grant
and exercise of the Option are subject to interpretations, regulations and
determinations established from time to time by the Committee, including, but
not limited to, provisions pertaining to (i) rights and obligations with respect
to withholding taxes, (ii) the registration, qualification or listing of the
Shares, (iii) capital or other changes of the Company, and (iv) other
requirements of applicable law. The Committee shall have the authority to
interpret and construe the Option, and its decisions shall be conclusive as to
any questions arising hereunder.
6. NO EMPLOYMENT RIGHTS. The grant of the Option shall not confer upon the
Grantee any right to be retained by or in the employ of the Company and shall
not interfere in any way with the right of the Company to terminate the
Grantee's employment or service at any time. The right of the Company to
terminate at will the Grantee's employment or service at any time for any reason
is specifically reserved. No policies, procedures or statements of any nature by
or on behalf of the Company (whether written or oral, and whether or not
contained in any formal employee manual or handbook) shall be construed to
modify this Grant Letter or to create express or implied obligations to the
Grantee of any nature.
<PAGE>
7. NO STOCKHOLDER RIGHTS. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option until certificates for Shares have been issued upon the
exercise of the Option.
8. NO DISCLOSURE. The Grantee acknowledges that the Company has no duty to
disclose to the Grantee any material information regarding the business of the
Company or affecting the value of the Shares before or at the time of a
termination of the Grantee's employment, including without limitation any plans
regarding a public offering or merger involving the Company.
9. ASSIGNMENT AND TRANSFERS. The rights and interests of the Grantee under this
Stock Option Grant Certificate may not be sold, assigned, encumbered or
otherwise transferred except, in the event of the death of the Grantee, by will
or by the laws of descent and distribution, or as otherwise permitted by the
Committee in accordance with the terms of this Stock Option Grant Certificate.
In the event of any attempt by the Grantee to alienate, assign, pledge,
hypothecate, or otherwise dispose of the Option or any right hereunder, except
as provided for in this Stock Option Grant Certificate, or in the event of the
levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company's parents,
subsidiaries, and affiliates. This Stock Option Grant Certificate may be
assigned by the Company without the Grantee's consent.
10. APPLICABLE LAW. The validity, construction, interpretation and effect of
this instrument shall be governed by and determined in accordance with the laws
of the Commonwealth of Pennsylvania.
11. NOTICE. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the Chief Financial Officer at the Company's
headquarters and any notice to the Grantee shall be addressed to such Grantee at
the current address shown on the payroll of the Company, or to such other
address as the Grantee may designate to the Company in writing. Any notice shall
be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal Service.
<PAGE>
EXHIBIT 5.1
March 30, 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 100,000 shares of
Common Stock of the Company, $.10 par value per share (the "Shares"), issuable
upon the exercise of options granted to Harry Wallaesa on March 1, 1999
("Wallaesa Option").
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 Wallaesa Option, 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
<PAGE>
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
March 25, 1999
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We 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, on our
audits of the consolidated financial statements of Cambridge Technology
Partners (Massachusetts), Inc. as of December 31, 1998 and 1997, and for the
two years then ended, which report is included in the annual report of
Safeguard Scientifics, Inc. on Form 10-K.
/S/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
March 29, 1999
<PAGE>
Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Safeguard
Scientifics, Inc. (Safeguard) of our report dated September 9, 1998, relating
to the consolidated financial statements of Docucorp International, Inc. as
of July 31, 1998 and 1997, and for the three years ended July 31, 1998, which
opinion is included in the Safeguard 1998 Annual Report on Form 10-K.
/S/PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
April 1, 1999
<PAGE>
Exhibit 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 of Safeguard
Scientifics, Inc. (Safeguard) of our report dated February 12, 1999, relating
to the consolidated financial statements of USDATA Corporation as of
December 31, 1998 and 1997, and for the three years ended December 31, 1998,
which opinion is included in the Safeguard 1998 Annual Report on Form 10-K.
/S/ PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
April 1, 1999
<PAGE>
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.,
March 29, 1999
<PAGE>
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
appearing in the Annual Report on Form 10-K of OAO Technology Solutions, Inc.
for the year ended December 31, 1998.
/S/ DELOITTE & TOUCHE LLP
Washington, DC
March 29, 1999
