<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 29, 2000
SAFEGUARD SCIENTIFICS, INC.
(Exact name of registrant specified in Charter)
PENNSYLVANIA 001-5620 23-1609753
(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
435 DEVON PARK DRIVE
BUILDING 800 19087
WAYNE, PENNSYLVANIA Zip Code
(Address of principal executive offices)
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (610) 293-0600
Not Applicable
(Former name and former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
(a) On February 29, 2000 the Company issued a press release
announcing a three-for-one stock split on its Common Stock effected in
the form of a stock dividend to holders of record on March 13, 2000 and
the filing of a registration statement for an underwritten public
offering of Common Stock of the Company. The press release is filed as
Exhibit 99-1 hereto.
(b) On February 29, 2000, the Company issued a press release
concerning the appointment of Gerald Blitstein to senior vice president
and chief financial officer of the Company. The press release is filed
as Exhibit 99-2 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
----------- -------
99-1 Press Release dated February 29, 2000.
99-2 Press Release dated February 29, 2000.
<PAGE> 3
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.
SAFEGUARD SCIENTIFICS, INC.
By: /s/ JAMES A. OUNSWORTH
------------------------------
Name: James A. Ounsworth
Title: Senior Vice President
Dated: March 1, 2000
<PAGE> 4
EXHIBIT INDEX
Page No. Exhibit No. Exhibit
- -------- ----------- -------
99-1 Press Release dated February 29, 2000.
99-2 Press Release dated February 29, 2000.
<PAGE> 1
FOR IMMEDIATE RELEASE
MEDIA CONTACT: INVESTOR RELATIONS:
Adam Castellani Mona Zeehandelaar
Alexander Ogilvy PR Worldwide Safeguard Scientifics
404-897-2300 ext. 329 610-293-0600
[email protected]
SAFEGUARD ANNOUNCES 3-FOR-1 STOCK SPLIT AND FILING OF
REGISTRATION STATEMENT
WAYNE, PA, FEBRUARY 29, 2000 -- Safeguard Scientifics, Inc. (NYSE:SFE),
a leading Internet company focused on the infrastructure market, today announced
that its Board of Directors approved a 3-for-1 split of its common stock in the
form of a stock dividend. The stock split is a tax-free distribution to
Safeguard shareholders. Stock certificates representing two additional shares
for each share held will be mailed on or about March 17, 2000 (Distribution
Date) to all stockholders of record at the close of business on March 13, 2000
(Record Date). The Company expects its common stock to commence trading on a
post-split basis on the next business day following the Distribution Date, on or
about March 20, 2000. As of February 24, 2000, approximately 35 million shares
of Safeguard were outstanding.
Safeguard also announced it has filed a Registration Statement with the
Securities and Exchange Commission with respect to a public offering of
approximately 10 million shares (split adjusted) of its common stock. Safeguard
currently anticipates that the net proceeds will be used to continue to acquire
equity interests in Internet infrastructure companies, to acquire additional
interests in current partner companies, to pay down our balances on our
revolving credit facilities and for working capital and other general corporate
purposes. The Company currently anticipates that it will grant the underwriters
of the public offering an option to purchase approximately 1.5 million shares of
common stock for the purpose of covering over-allotments, if any. All of the
shares will be offered by the Company. Merrill Lynch & Co. is leading the
offering, and Deutsche Banc Alex. Brown, Lehman Brothers and Prudential Volpe
Technology, a unit of Prudential Securities, are acting as co-managers. When
available, a preliminary prospectus relating to these securities can be obtained
from Merrill Lynch & Co. at World Financial Center, 250 Vesey Street, 2nd Floor,
New York, New York 10281, Attn: Prospectus Department, (212) 449-1000.
The Registration Statement has been filed with the Securities and
Exchange Commission, but has not yet become effective. These securities may not
be sold nor may offers to buy be accepted prior to the time that the
Registration Statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of
<PAGE> 2
an offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Safeguard will hold an analyst conference call to discuss the stock
split and public offering this morning, Tuesday, February 29, 2000 at 10:00 a.m.
EST. For listen only access, please call the toll-free Vialog number,
888-806-9460, by 9:55 a.m. EST. To access a replay of the conference call,
please call 888-266-2081 and enter the conference identification number 3330281.
The conference call will also be broadcast over the Internet through Investor
Broadcast Network (formerly known as Vcall, Inc.) at http://www.vcall.com. To
listen to the live call, please go to the Web site approximately 15 minutes
early to register and download any necessary audio software. For those who
cannot listen to the live broadcast, a replay will be available immediately
after the call and a transcript will be available 24 to 48 hours after the call.
ABOUT SAFEGUARD (www.safeguard.com)
Safeguard is a leader in incubating and operating premier developing technology
companies in the Internet infrastructure market with a focus on three sectors:
software, communications and eServices. Safeguard's network of Internet
infrastructure companies offers solutions, seamless connectivity and eServices
to businesses engaged in electronic commerce.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, among others, those statements containing the
words "believes," "anticipates," "estimates," "expects" and words of similar
import. Such statements involve a number of risks and uncertainties. The
following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: Safeguard and its
partner companies may be unable to complete the pending transactions described
in this release due to changes in market conditions or failure to obtain
required shareholder or regulatory approvals; and the Company may be unable to
fulfill its continuing strategy of acquiring interests in additional successful
partner companies on favorable terms.
# # #
NOTE TO EDITORS: Safeguard is a service mark of Safeguard Scientifics, Inc.
<PAGE> 1
[Safeguard Scientifics Letterhead]
[Logo] NEWS RELEASE
FOR IMMEDIATE RELEASE
MEDIA CONTACT: SAFEGUARD CONTACT:
Adam Castellani Sandi Murtland
Alexander Ogilvy PR Worldwide 610-293-0600
404-897-2300 ext. 329
[email protected]
SAFEGUARD APPOINTS FORMER PAINEWEBBER EXECUTIVE AS NEW
CHIEF FINANCIAL OFFICER
PAINEWEBBER MANAGING DIRECTOR, GERALD BLITSTEIN, ASSUMES NEW ROLE TO
OVERSEE STRATEGIC FINANCIAL OPERATIONS
WAYNE, PA, FEBRUARY 29, 2000 -- Safeguard Scientifics, Inc. (NYSE:SFE), a
leading Internet company focused on the infrastructure market, today announced
the appointment of Gerald Blitstein to senior vice president and chief financial
officer. Blitstein will be responsible for the overall strategic financial
operations of the company.
Prior to joining Safeguard, Blitstein was Managing Director, Global Equities, at
PaineWebber, and was a member of PaineWebber's operating committee. Blitstein
joined PaineWebber in 1987 and during his thirteen-year tenure was responsible
for identifying and negotiating strategic technology investments on behalf of
the Company and overseeing multimillion dollar to several billion dollar
derivative security portfolios. His experience also includes mergers and
acquisitions, financial re-engineering and fund management.
"Safeguard's aggressive growth strategy requires that we bring in top talent.
Relationships with Wall Street analysts and investment banks are critical to our
future success," said Harry Wallaesa, president and chief operating officer of
Safeguard. "Gerald's background and expertise are a perfect complement to our
management team, and we feel that his Wall Street experience will prove to be
invaluable to both Safeguard and our partner companies."
"Safeguard's track record on Wall Street and its goals for growth are an
exciting combination," said Blitstein. "I'm looking forward to joining the
Safeguard team and helping to cement their leadership in the Internet industry."
Blitstein graduated from the Wharton School at the University of Pennsylvania
with a Bachelors in Economics and holds an MBA in Finance from the University of
Chicago.
<PAGE> 2
[Safeguard Scientifics Letterhead]
ABOUT SAFEGUARD (www.safeguard.com)
Safeguard is a leader in incubating and operating premier companies in the
Internet infrastructure market with a focus on three sectors: software,
communications and e-services. Safeguard's network of Internet infrastructure
companies offers solutions, seamless connectivity, and e-services to businesses
engaged in electronic commerce.
###
