<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO___________)*
USDATA Corporation
------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
917294 10 0
-----------
(CUSIP Number)
Diana Wechsler Kerekes, Esq.
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(610) 293-0600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 12, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(continued on following pages)
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
<PAGE> 2
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Scientifics, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-1609753
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 10,442,579
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
10,442,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,442,579
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.83%
14 TYPE OF REPORTING PERSON
CO
* Excludes an aggregate of 250,927 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations controlled by them. Safeguard Scientifics, Inc. disclaims beneficial
ownership of such shares. Also excludes exercisable options to purchase 18,000
shares of common stock held by Jack Messman, a director of Safeguard
Scientifics, Inc., of which Safeguard Scientifics, Inc. disclaims beneficial
ownership.
<PAGE> 3
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Delaware, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
52-2081181
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 7,042,498
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
7,042,498
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,042,498
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.30%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 4
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Scientifics (Delaware), Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
51-0291171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,400,081
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,400,081
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,081
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.33%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 5
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard 2000 Capital, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-3026167
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
<PAGE> 6
CUSIP No. 917294 10 0
1 NAME OF REPORTING PERSON
Safeguard Fund Management, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-3045546
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,175,703
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,175,703
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,175,703
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.48%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value per
share, of USDATA Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 2435 North Central
Expressway, Richardson, TX 75080-2722. According to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, the number of shares of
the Company's common stock, $.01 par value, outstanding as of July 31, 2000,was
13,974,596.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by Safeguard Scientifics, Inc.
("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics
(Delaware), Inc. ("SSD"), Safeguard 2000 Capital L.P. ("Safeguard 2000"), and
Safeguard Fund Management, Inc. ("SFMI") (collectively, the "Reporting Persons"
and, individually, a "Reporting Person"). Safeguard is a leader in developing
and operating premier Internet Infrastructure companies. SSD and SDI are wholly
owned subsidiaries of Safeguard. SFMI is a wholly owned subsidiary of SDI. SDI
is the general partner of Safeguard 2000, a limited partnership organized under
the laws of Delaware, and has sole voting and dispositive power over the
securities owned by Safeguard 2000. SFMI is the sole general partner of
Safeguard Fund Management, L.P., a Delaware limited partnership which is the
sole general partner of SCP Management II, L.P., the general partner of SCP
Private Equity II General Partner, L.P., the general partner of SCP Private
Equity Partners II, L.P. SFMI holds a membership interest in SCP Private Equity
II, LLC, the investment manager of SCP Private Equity Partners II, L.P. ("SCP").
SFMI shares voting and dispositive power over the securities owned by SCP. Set
forth in Schedule I annexed hereto are the name, identity and background of each
Reporting Person and set forth in Schedules II, III, IV and V are the
information required by Item 2 of Schedule 13D about the identity and background
of each Reporting Person's directors, executive officers and controlling
persons, if any.
(d) and (e) During the past five years, no Reporting Person nor, to the best of
each Reporting Person's knowledge, no person named in Schedules II through V to
this Schedule 13D, has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the terms of the Securities Purchase Agreement dated September 12,
2000 among eMake Corporation, the Company, Safeguard 2000 and SCP, Safeguard
2000 and SCP each acquired 5,300,000 shares of Series A Preferred Stock of eMake
Corporation for an aggregate purchase price by each entity of $13,250,000. Each
share of Series A Preferred Stock of eMake Corporation is potentially
convertible into 0.025 shares of Series B Preferred Stock of the Company
pursuant to the terms of the Exchange Agreement dated September 12, 2000.
Safeguard 2000 and SCP also each received a warrant to purchase additional
shares of Series A Preferred Stock at a per share exercise price of $0.01. The
number of shares for which the warrants may be exercised is based on performance
criteria for eMake's software products as of June 30, 2001. The funds used in
making such purchases came from the committed capital of each limited
partnership.
On August 6, 1999, SDI purchased 50,000 shares of Series A Preferred Stock of
the Company for a purchase price of $5,000,000. SDI paid the purchase price from
its existing working capital.
ITEM 4. PURPOSE OF TRANSACTION
The shares were acquired pursuant to the Securities Purchase Agreement described
in Item 3 of this statement on Schedule 13D.
SCP entered into the above mentioned transaction to acquire the shares for
investment purposes. Safeguard acquired the shares as part of its operating
strategy to integrate its partner companies into a collaborative network that
leverages its collective knowledge and resources. With the goal of holding its
partner company interests for the long term, Safeguard uses these collective
resources to actively develop the business strategies,
<PAGE> 8
operations and management teams of the Company and its other partner companies.
Safeguard intends to review, from time to time, its interest in the Company's
business, financial condition, results of operations and prospects, economic and
industry conditions, as well as other developments and other acquisition
opportunities. Based upon these considerations, Safeguard may seek to acquire
additional shares of common stock of the Company on the open market or in
privately negotiated transactions, or to dispose of all of a portion of its
shares of the Company.
Safeguard has a strategic relationship with the Company and, accordingly, one
representative of Safeguard is currently a member of the Board of Directors of
the Company. Safeguard anticipates that this strategic relationship will
continue. SCP has the right to propose one director for election to the
Company's board and the Company's management has agreed to nominate the proposed
director. This right continues as long as SCP owns at least 5% of the
outstanding common stock of the Company (on an as-converted basis).
Other than as set forth in Item 3 or Item 4 of this statement on Schedule 13D,
each Reporting Person currently has no plan or proposal which relates to, or may
result in, any of the matters listed in Items 4(a) - (i) of Schedule 13D
(although each Reporting Person reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The table below sets forth the aggregate number of shares and percentage of the
Company's outstanding shares beneficially owned by each Reporting Person. Except
as otherwise noted, each person listed has sole voting and dispositive power
over all shares listed opposite its name. Any of the aforementioned persons
whose names do not appear in the table below do not, to the best of each
Reporting Person's knowledge, beneficially own any shares of the Company.
Unless otherwise indicated in Schedule VI annexed hereto, no Reporting Person or
director or executive officer of a Reporting Person listed on Schedules II
through V annexed hereto has consummated any transaction in the Company's shares
during the past sixty days other than as set forth herein.
<TABLE>
<CAPTION>
Beneficial Ownership
--------------------
Number of Percentage
Shares of Total(1)
---------- --------------
<S> <C> <C>
Safeguard Scientifics, Inc. (2) 10,442,579 53.83%
Safeguard Delaware, Inc. 7,042,498 36.30%
Safeguard Scientifics (Delaware), Inc. 3,400,081 24.33%
Safeguard Fund Management, Inc. 2,175,703 13.48%
Safeguard 2000 Capital L.P. 0 0.00%
</TABLE>
(1) Calculations based upon 13,974,596 shares outstanding on July 31, 2000
and assumes, where applicable, the conversion of the Series A Preferred
Stock into 1,075,268 shares and the conversion of the Series B
Preferred Stock (that may potentially be issued upon the exchange of
shares of Series A Preferred Stock of eMake Corporation) into 4,351,406
shares.
(2) Includes the 7,042,498 shares beneficially owned by Safeguard Delaware,
Inc., the 3,400,081 shares beneficially owned by Safeguard Scientifics
(Delaware), Inc., and the 2,175,703 shares beneficially owned by
Safeguard Fund Management, Inc. Safeguard is the sole stockholder of
each of SDI and SSD, and SDI is the sole stockholder of SFMI. Safeguard
and each of SDI, SSD, and SFMI have reported that Safeguard, together
with each of SDI, SSD and SFMI, respectively, have shared voting and
dispositive power with respect to the shares beneficially owned by each
of SDI, SSD and SFMI, respectively, and SDI and SFMI have reported that
SDI, together with SFMI, has shared voting and dispositive power with
respect to the shares beneficially owned by SFMI. Excludes an aggregate
of 250,927 shares of common stock held by certain executive officers
and directors of Safeguard Scientifics, Inc. and 501(c)(3) foundations
controlled by them. Safeguard Scientifics, Inc. disclaims beneficial
ownership of such shares. Also excludes exercisable options to purchase
18,000 shares of common stock held by Jack Messman, a director of
Safeguard Scientifics, Inc., of which Safeguard Scientifics, Inc.
disclaims beneficial ownership.
<PAGE> 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Item 4 of this statement on Schedule 13D, to each
Reporting Person's knowledge, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Securities Purchase Agreement dated as of September 12, 2000
99.2 Exchange Agreement dated as of September 12, 2000
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information named in this schedule is true, complete and correct.
Date: September 20, 2000 Safeguard Scientifics, Inc.
By: /s/ James A. Ounsworth
------------------------------------
James A. Ounsworth
Sr. Vice President, General Counsel
and Secretary
Date: September 20, 2000 Safeguard Delaware, Inc.
By: /s/ James A. Ounsworth
------------------------------------
James A. Ounsworth
Vice President and Secretary
Date: September 20, 2000 Safeguard Scientifics (Delaware), Inc.
By: /s/ James A. Ounsworth
------------------------------------
James A. Ounsworth
Vice President and Secretary
Date: September 20, 2000 Safeguard Fund Management, Inc.
By: /s/ James A. Ounsworth
------------------------------------
James A. Ounsworth
Vice President and Secretary
Date: September 20, 2000 Safeguard 2000 Capital L.P.
By: Safeguard Delaware, Inc.
Its: General Partner
By: /s/ James A. Ounsworth
------------------------------------
James A. Ounsworth
Vice President and Secretary
<PAGE> 10
SCHEDULE I
1. Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"),
owns all of the outstanding capital stock of Safeguard Delaware, Inc.,
a Delaware corporation ("SDI"), and Safeguard Scientifics (Delaware),
Inc., a Delaware corporation ("SSD"). Safeguard has an address at 800
The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945.
Safeguard is a leader in developing and operating premier Internet
Infrastructure companies. See Schedule II with respect to the executive
officers and directors of Safeguard as of the date of this Schedule
13D.
2. Safeguard Delaware, Inc.
SDI is a wholly owned subsidiary of Safeguard. SDI is a holding company
and has an office at 103 Springer Building, 3411 Silverside Road, P.O.
Box 7048, Wilmington, DE 19803. SDI is the general partner of Safeguard
2000 Capital L.P. ("Safeguard 2000"), a Delaware limited partnership,
and owns all of the outstanding capital stock of Safeguard Fund
Management, Inc., a Delaware corporation ("SFMI"). Schedule III
provides information about the executive officers and directors of SDI
as of the date of this Schedule 13D.
3. Safeguard Scientifics (Delaware), Inc.
SSD is a wholly owned subsidiary of Safeguard. SSD is a holding company
and has an office at 103 Springer Building, 3411 Silverside Road, P.O.
Box 7048, Wilmington, DE 19803. Schedule IV provides information about
the executive officers and directors of SSD as of the date of this
Schedule 13D.
4. Safeguard Fund Management, Inc.
SFMI is a wholly owned subsidiary of SDI. SFMI is the sole general
partner of Safeguard Fund Management, L.P., a Delaware limited
partnership which is the sole general partner of SCP Management II,
L.P., the general partner of SCP Private Equity II General Partner,
L.P., the general partner of SCP Private Equity Partners II, L.P. SFMI
holds a membership interest in SCP Private Equity II, LLC, the
investment manager of SCP Private Equity Partners II, L.P. ("SCP").
SFMI is a holding company and has an office at 103 Springer Building,
3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule V
provides information about the executive officers and directors of SFMI
as of the date of this Schedule 13D.
5. Safeguard 2000 Capital L.P.
Safeguard 2000 is a Delaware limited partnership with a principal place
of business at 1013 Centre Road, Suite 350, Wilmington, DE 19095.
<PAGE> 11
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS, INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Scientifics, Inc.
<TABLE>
<CAPTION>
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
<S> <C> <C>
EXECUTIVE OFFICERS*
Warren V. Musser Chairman of the Board and Chief Executive Officer Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Harry Wallaesa President and Chief Operating Officer Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Jerry L. Johnson Executive Vice President, Operations Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Stephen J. Andriole Sr. Vice President and Chief Technology Officer Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Gerald A. Blitstein Sr. Vice President and Chief Financial Officer Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Michael G. Bolton Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
John K. Halvey Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Thomas C. Lynch Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
James A. Ounsworth Sr. Vice President, General Counsel and Secretary Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
DIRECTORS*
<S> <C> <C>
Vincent G. Bell Jr. President and Chief Executive Officer, Verus Verus Corporation
Corporation 5 Radnor Corporate Center
Suite 520
Radnor, PA 19087
Walter W. Buckley III President & CEO, Internet Capital Internet Capital Group
Group, Inc. 435 Devon Park Drive
Building 600
Wayne, PA 19087
Robert A. Fox President, R.A.F. Industries R.A.F. Industries
One Pitcairn Pl, Suite 2100
165 Township Line Road
Jenkintown, PA 19046-3593
Robert E. Keith Jr. Managing Director of TL Ventures and President TL Ventures
and CEO, Technology Leaders Management, Inc. 700 Building
435 Devon Park Drive
Wayne, PA 19087
Michael Emmi Chairman, President and CEO, Systems & Computer Systems & Computer
Technology Corporation
Technology Corporation 4 Country View Road
Malvern, PA 19355
Jack L. Messman President and CEO, Cambridge Technology Cambridge Technology
Partners Partners (Massachusetts), Inc.
8 Cambridge Center
Cambridge, MA 02142
Warren V. Musser (Same as above) (Same as above)
Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group
3600 Market Street
Suite 530
Philadelphia, PA 19104
John W. Poduska Sr. Chairman of the Board, Advanced Visual Systems, Advanced Visual Systems, Inc.
Inc. 300 Fifth Avenue
Waltham, MA 02154
Heinz Schimmelbusch President, Safeguard International Group, Inc., Safeguard International
Chairman, Allied Resource Corporation, Chairman, Group, Inc.
Metallurg, Inc. and Managing Director, Safeguard 800 The Safeguard Building
International Fund, L.P. 435 Devon Park Drive
Wayne, PA 19087
Hubert J.P. Schoemaker Chairman of the Board and CEO, Neuronyx, Inc. Neuronyx, Inc.
200 Great Valley Parkway
Malvern, PA 19355
Harry Wallaesa (Same as above) (Same as above)
Carl J. Yankowski President and CEO, Palm Computing, Inc. Palm Computing, Inc.
5400 Bayfront Plaza,
MS9208
Santa Clara, CA 95054
</TABLE>
* All Executive Officers and Directors are U.S. citizens, except Heinz
Schimmelbusch, who is a citizen of Austria, and Hubert J.P. Schoemaker, who is a
citizen of the Netherlands.
<PAGE> 13
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD DELAWARE, INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Delaware, Inc.
<TABLE>
<CAPTION>
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
<S> <C> <C>
EXECUTIVE OFFICERS*
Harry Wallaesa President and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc.
800 The Safeguard Building
President, Safeguard Delaware, Inc. 435 Devon Park Drive
Wayne, PA 19087
Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President, Safeguard Delaware, Inc. Wayne, PA 19087
Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President, Safeguard Delaware, Inc. Wayne, PA 19087
Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
Vice President and Treasurer, Safeguard Delaware, 435 Devon Park Drive
Inc. Wayne, PA 19087
Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President, Safeguard Delaware, Inc. 435 Devon Park Drive
Wayne, PA 19087
John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President, Safeguard Delaware, Inc. 435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive
Delaware, Inc. Wayne, PA 19087
James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President and Secretary, Safeguard Delaware, Wayne, PA 19087
Inc.
DIRECTORS*
James A. Ounsworth (Same as above) (Same as above)
</TABLE>
* All Executive Officers and Directors are U.S. Citizens.
<PAGE> 14
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Scientifics
(Delaware), Inc.
<TABLE>
<CAPTION>
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
<S> <C> <C>
EXECUTIVE OFFICERS*
Harry Wallaesa President and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc.
800 The Safeguard Building
President, Safeguard Scientifics (Delaware), Inc. 435 Devon Park Drive
Wayne, PA 19087
Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President, Safeguard Scientifics (Delaware), Wayne, PA 19087
Inc.
Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President, Safeguard Scientifics (Delaware), Wayne, PA 19087
Inc.
Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
Vice President and Treasurer, Safeguard 435 Devon Park Drive
Scientifics (Delaware), Inc. Wayne, PA 19087
Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President, Safeguard Scientifics (Delaware), 435 Devon Park Drive
Inc. Wayne, PA 19087
John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President, Safeguard Scientifics (Delaware), 435 Devon Park Drive
Inc. Wayne, PA 19087
N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive
Scientifics (Delaware), Inc. Wayne, PA 19087
James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President and Secretary, Safeguard Wayne, PA 19087
Scientifics (Delaware), Inc.
DIRECTORS*
James A. Ounsworth (Same as above) (Same as above)
</TABLE>
* All Executive Officers and Directors are U.S. Citizens.
<PAGE> 15
SCHEDULE V
DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD FUND MANAGEMENT, INC.
Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Safeguard Fund Management,
Inc.
<TABLE>
<CAPTION>
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
<S> <C> <C>
EXECUTIVE OFFICERS*
Warren V. Musser Chairman of the Board and Chief Executive Safeguard Scientifics, Inc.
Officer, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Chairman of the Board and Chief Executive Wayne, PA 19087
Officer, Safeguard Fund Management, Inc.
Harry Wallaesa President and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc.
800 The Safeguard Building
President, Safeguard Fund Management, Inc. 435 Devon Park Drive
Wayne, PA 19087
Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President, Safeguard Fund Management, Inc. Wayne, PA 19087
Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President, Safeguard Fund Management, Inc. Wayne, PA 19087
Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
Vice President and Treasurer, Safeguard Fund 435 Devon Park Drive
Management, Inc. Wayne, PA 19087
Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President, Safeguard Fund Management, Inc. 435 Devon Park Drive
Wayne, PA 19087
John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President, Safeguard Fund Management, Inc. 435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive
Fund Management, Inc. Wayne, PA 19087
James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Vice President and Secretary, Safeguard Fund Wayne, PA 19087
Management, Inc.
DIRECTORS*
James A. Ounsworth (Same as above) (Same as above)
</TABLE>
* All Executive Officers and Directors are U.S. Citizens.
<PAGE> 16
SCHEDULE VI
All of the following transactions were effected by the executive officers and
directors of the Reporting Persons listed below, in brokers' transactions in the
Nasdaq National Market.
<TABLE>
<CAPTION>
Name Transaction Date Type of Transaction Shares Price Per Share
---- ---------------- ------------------- ------ ---------------
<S> <C> <C> <C> <C>
</TABLE>
<PAGE> 17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Securities Purchase Agreement dated as of September 12, 2000
99.2 Exchange Agreement dated as of September 12, 2000
