<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1999
Registration Statement No. 333-
----
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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)
1990 STOCK OPTION 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)
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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, 137,466 $ 37.0625 $5,094,834 $ 3,524.15
$.10 par value 112,534 $ 67.375 $7,581,978
</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(c) and 457(h). The fee is computed
based upon the per share exercise price at which options may be
exercised or, as to the remaining 112,534 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 March 29, 1999, as reported on the New York Stock
Exchange.
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1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant has previously filed previous Registration Statements on Form S-8
(Nos. 33-72560 and 33-41853) (the "Previous Registration Statements") with
respect to an aggregate of 4,500,000 shares of Common Stock issuable under the
Registrant's 1990 Stock Option Plan, as amended (the "1990 Plan"). The
Registrant is filing this Registration Statement to register an additional
250,000 shares of Common Stock for issuance under the 1990 Plan, so that an
aggregate of 4,750,000 shares of Common Stock under the 1990 Plan shall be
registered under the Securities Act of 1933. The contents of the Previous
Registration Statements are incorporated herein by reference, including periodic
reports that the Registrant filed after the Previous Registration Statements to
maintain current information about the Registrant.
LEGAL OPINION AND INTERESTS OF 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 options to
purchase up to 190,000 shares of Registrant.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.1 1990 Stock Option Plan, as amended (incorporated by reference to
Exhibit 4.3 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed on March 31, 1997)
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)
2
<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.
<TABLE>
<S> <C>
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
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
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 18, 1999 /S/ HUBERT J. P. SCHOEMAKER
---------------------------------------------
Hubert J. P. Schoemaker, Director
Dated: March 23, 1999 /S/ HARRY WALLAESA
---------------------------------------------
Harry Wallaesa, Director
</TABLE>
4
<PAGE>
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION OF EXHIBIT
4.1 1990 Stock Option Plan, as amended (incorporated by reference
to Exhibit 4.3 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed on March 31, 1997)
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)
5
<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 250,000 shares of
Common Stock of the Company, $.10 par value per share (the "Shares"), issuable
upon the exercise of options granted or to be granted under the Company's 1990
Stock Option Plan, as amended (the "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 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
6
<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 imcorporation 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
Safehuard 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 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
