<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____)(1)
EMERGE INTERACTIVE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.008 PER SHARE
(Title of Class of Securities)
29088U 10 3
(CUSIP Number)
N. JEFFREY KLAUDER, ESQ.
SAFEGUARD SCIENTIFICS, INC.
435 DEVON PARK DRIVE, BUILDING 800
WAYNE, PENNSYLVANIA 19087
(610) 975-4948
WITH A COPY TO:
WILLIAM N. DORAN, ESQ.
MICHAEL N. PETERSON, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 963-5025
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 18, 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 give
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
<PAGE> 2
CUSIP NO. 29088U 10 3 PAGE 2 OF 7
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SAFEGUARD SCIENTIFICS, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
23-160975
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 0 SHARES
OF SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
14,682,770 SHARES
OWNED ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
BY EACH 0 SHARES
---------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
14,682,770 SHARES
PERSON ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,682,770 SHARES
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 29088U 10 3 PAGE 3 OF 7
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, $0.008 par
value per share, of eMerge Interactive, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company is located at 10315
102nd Street, Terrace Sebastian, Florida, 32958. According to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, the number
of shares of the Company's common stock, $0.008 par value, outstanding as of
April 30, 2000 was 33,077,270. There were 27,382,825 shares of Class A common
stock outstanding and 5,694,445 shares of Class B common outstanding as of this
date. The Classes are the same in all respects except that each share of Class
B common stock entitles the holder to 2-1/2 votes on each matter submitted to
the vote of shareholders whereas each share of Class A common stock only
entitles the holder to one vote per share.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D is being filed by Safeguard Scientifics, Inc.
("Safeguard" or, the "Reporting Person"). Safeguard's executive officers are
located at 435 Devon Park Drive, Building 800, Wayne, Pennsylvania 19087.
Safeguard is a leader in incubating and operating what it believes are the
premier developing technology companies in the Internet infrastructure market.
Set forth in Schedule I annexed hereto is the information required by Item 2 of
Schedule 13D about the identity and background of the Reporting Person's
directors, executive officers and controlling persons, if any.
(d) and (e) During the past five years, the Reporting Person nor, to the
best of each Reporting Person's knowledge, no person named in Schedule I 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 CONSIDERATIONS.
Approximately $25.4 million was expended by the Reporting Person after
February 2000, the date of the Company's initial public offering, in acquiring
direct beneficial ownership of approximately 1,322,600 shares of Class A common
stock. The Company's Class A common stock is traded in NASDAQ National Market
and all such purchases were made in open market transactions through brokers
and the funds used in making such purchases came from the general working
capital of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of common stock of the Company held directly by the
Reporting Person were acquired either prior to the time the Company completed
its initial public offering in February 2000 or in open market purchases since
April 1, 2000. The Reporting Person believes that the common stock of the
Company represents an attractive investment opportunity and have acquired the
Common Stock for investment purposes. Depending on prevailing market conditions
from time to time, the Reporting Person may purchase additional shares of
Common Stock in open market or privately negotiated transactions. Alternatively,
the Reporting Person may determine to cease further purchases of the Company's
common stock.
The Reporting Person has a strategic relationship with the Company
and, accordingly one representative of the Reporting Person is currently a
member of the Board of Directors of the Company. The Reporting Person
anticipates that this strategic relationship will continue.
The Reporting Person has entered into a Joint Venture Agreement (the
"ICG Agreement") with Internet Capital Group ("ICG") with respect to the shares
of common stock of the Company owned from time to time by the Reporting Person
or ICG. Pursuant to the terms of the ICG Agreement, among other things, the
Reporting Person and ICG have agreed to vote all shares owned by either of them
for the election to the board of directors of the Company of two designees of
the Reporting Person and two designees of ICG.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person and ICG are parties to the ICG Agreement with
respect to shares of Common Stock held from time to time by either the Reporting
Person or ICG, as described in Items 4 and 5 hereof.
<PAGE> 4
CUSIP NO. 29088U 10 3 PAGE 4 OF 7
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person and ICG are parties to the ICG Agreement with
respect to shares of common stock of the Company held from time to
time by either the Reporting Person or ICG, as described in Items 4
and 5 hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Venture Agreement, dated October 1999, between Safeguard
Scientifics, Inc. and Internet Capital Group, Inc.
<PAGE> 5
CUSIP NO. 29088U 10 3 PAGE 5 OF 7
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.
<TABLE>
<S> <C>
Date: May 19, 2000 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
----------------------------------------
N. Jeffrey Klauder
Senior Vice President
</TABLE>
<PAGE> 6
CUSIP NO. 29088U 10 3 PAGE 6 OF 7
SCHEDULE I
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
- ---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
<S> <C> <C>
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
James A. Ounsworth Sr. Vice President, General Counsel and Secretary 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
Michael Bolton Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
John Halvey Sr. Vice President Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Judith Areen Executive Vice President for Law Center Georgetown University
Affairs and Dean of the Law Center, 600 New Jersey Ave. N.W
Georgetown University Washington, D.C. 20001
Vincent G. Bell Jr. President and Chief Executive Officer, Verus Verus Corporation
Corporation 5 Radnor Corporate Center
Walter W. Buckley, III President and Chief Executive Officer, Internet Internet Capital Group, Inc.
Capital Group Building 600
435 Devon Park Drive
Wayne, PA 19087
Michael Emmi Chairman, President and CEO, Systems & Computer Systems & Computer Technology
Technology (SCT) Corporation (SCT) Corporation
4 Country View Road
Malvern, PA 19355
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
Jack L. Messman President and CEO, Cambridge Technology Partners Cambridge Technology Partners
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, Centocor, Inc. Centocor, Inc.
200 Great Valley Parkway
Malvern, PA 19355
Harry Wallasea (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
* 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.
Suite 520
Radnor, PA 19087
</TABLE>
<PAGE> 7
CUSIP NO. 29088U 10 3 PAGE 7 OF 7
SCHEDULE II
All of the following purchases were effected by a subsidiary of the
Reporting Person in brokers' transactions in the NASDAQ National Market.
<TABLE>
<CAPTION>
PRICE
TRANSACTION DATE SHARES PER SHARE
---------------- ------ ---------
<S> <C> <C>
4/25/00 35,000 $ 12.946
4/26/00 35,000 $ 15.563
4/26/00 15,000 $ 15.250
4/26/00 10,000 $ 15.500
4/27/00 45,000 $ 15.844
4/27/00 10,000 $ 15.594
4/27/00 75,000 $ 16.658
4/28/00 6,000 $ 18.563
4/28/00 100,000 $ 18.475
5/1/00 200 $ 19.500
5/2/00 5,000 $ 19.438
5/3/00 20,000 $ 20.000
5/3/00 10,000 $ 20.000
5/3/00 25,000 $19.7813
5/3/00 40,000 $ 20.000
5/3/00 8,000 $ 19.688
5/3/00 28,000 $ 19.563
5/3/00 6,000 $ 19.500
5/3/00 7,000 $ 19.625
5/3/00 15,000 $ 20.000
5/4/00 10,500 $ 20.000
5/4/00 32,200 $ 21.125
5/4/00 17,300 $ 21.250
5/4/00 4,500 $ 22.150
5/4/00 5,500 $ 20.688
5/4/00 4,200 $ 20.375
5/4/00 6,000 $ 21.750
5/4/00 13,200 $ 22.500
5/5/00 35,000 $ 21.750
5/5/00 21,500 $ 21.750
5/5/00 15,000 $ 22.000
5/5/00 10,000 $ 21.750
5/5/00 11,000 $ 22.000
5/5/00 10,000 $ 21.750
5/8/00 90,000 $ 20.851
5/9/00 10,000 $ 20.938
5/9/00 5,000 $ 21.000
5/9/00 7,000 $ 21.000
5/9/00 6,000 $ 21.000
5/9/00 5,000 $ 21.000
5/9/00 5,000 $ 21.000
5/10/00 8,000 $ 20.000
5/10/00 18,000 $ 20.000
5/10/00 35,000 $ 20.000
5/10/00 11,500 $ 20.063
5/10/00 22,500 $ 20.063
5/10/00 5,000 $ 20.125
5/11/00 1,000 $ 19.625
5/11/00 2,000 $ 19.625
5/12/00 30,000 $ 19.750
5/12/00 12,000 $ 19.938
5/12/00 7,000 $ 20.000
5/12/00 13,000 $ 19.875
5/12/00 8,000 $ 20.188
5/12/00 11,000 $ 20.563
5/12/00 19,000 $ 21.000
5/15/00 13,000 $ 18.938
5/15/00 12,000 $ 19.000
5/15/00 5,000 $ 19.125
5/15/00 10,500 $ 19.500
5/15/00 6,000 $ 19.500
5/16/00 13,000 $ 19.625
5/16/00 30,000 $ 19.750
5/16/00 4,000 $ 19.875
5/16/00 12,000 $ 19.875
5/17/00 40,000 $ 18.188
5/17/00 19,000 $ 17.688
5/17/00 28,000 $ 18.625
5/17/00 14,000 $ 18.938
5/18/00 54,000 $ 18.938
5/18/00 22,000 $ 19.000
5/18/00 5,500 $ 19.000
5/18/00 10,000 $ 19.000
5/18/00 2,500 $ 19.000
---------
TOTAL 1,322,600
---------
</TABLE>
<PAGE> 1
JOINT VENTURE AGREEMENT
This Agreement is made as of October 26, 1999 by and between Internet Capital
Group, Inc. ("ICG") and Safeguard Scientifics, Inc. ("SSI")
WHEREAS, SSI and ICG and certain entitled controlled by them own and/or have
the right to acquire substantial numbers of shares of voting capital stock of
eMerge Interactive, Inc. ("EMerge"); and
WHEREAS, SSI and ICG desire to act jointly to exercise a controlling influence
over the management and policies of eMerge.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. Election of Directors. Each of SSI and ICG will vote all shares of
eMerge that it currently owns or hereafter acquires, and will use
reasonable efforts in good faith to cause all other eMerge
shareholders controlled by it to vote all of their shares of eMerge
currently owned or hereafter acquired, to elect to and maintain on the
eMerge Board of Directors, two designees of ICG and two designees of
SSI (one of which shall be subdesignated by TL Ventures). The
designees of ICG and SSI will be advised of the existence and the
purpose of this Agreement, and will be encouraged, subject to their
fiduciary duties, to consult with each other on all key corporate
matters submitted to a vote of the directors of eMerge, including
capital structure, corporate reorganizations, mergers and
acquisitions, sale of substantially all of the corporation's assets,
significant loans and borrowings, significant capital expenditures,
budgets, and key management personnel decisions.
2. Other Votes. The parties will consult with each other with regard to
all matters submitted to a vote of the shareholders of eMerge, and
will attempt in good faith to agree on a course of action which is in
the best interests of both SSI and ICG, it being acknowledged that
this is an obligation to meet and discuss such matters, but not an
obligation to act other than in each entity's best interest.
3. Right of First Refusal. After the closing of eMerge's initial Public
offering (defined below), if either of SSI and ICG or any of their
majority owned subsidiaries intends to sell to an unaffiliated buyer
less than all of its shares of capital stock of eMerge, it will first
offer to sell such shares to the other party at the fair market price
of the shares, based on the average closing price of the Class A
common stock of eMerge as reported on the principal market or exchange
on which such shares trade for the five trading days immediately
preceding the date on which the offer expires. Such offer will expire
at 4:00 eastern time on the first trading day after the date the offer
was made. If the offer is accepted for any or all of the shares, the
parties will each be obligated to complete the transaction at the
offered price within five business days after acceptance. If the offer
is not accepted in whole, then the selling party may sell the
remaining offered shares at any time within one month after the offer
was made at the market price at the time of the sale. For purposes of
this Agreement, the term "Public Offering" means the effectiveness of
a
<PAGE> 2
registration statement filed by eMerge pursuant to the Securities Act of
1933, as amended (other than on Form S-4 or S-8 on any successor forms
thereto), covering the offer and sale of Class A Common Stock in an
underwritten public offering on a firm commitment basis in which the gross
proceeds of the offering will equal or exceed $10,000,000 (calculated
before deducting underwriters' discounts and commissions and other offering
expenses), and in which the public offering price per share of Class A
Common Stock (calculated before deducting underwriters' discounts and
commissions) results in a valuation of the total number of outstanding
shares of capital stock of eMerge immediately prior to the closing of the
public offering of at least $30,000,000.
4. Sale of Entire Interest. After the closing of eMerge's initial Public
Offering, if either of SSI or ICG desires to sell to an unaffiliated buyer
all of the shares of capital stock of eMerge owned by such party and its
majority owned subsidiaries, such party will first discuss such intention
with the other party and will attempt in good faith to provide the other
party to have the opportunity either to purchase all of the shares owned
by the selling party and its subsidiaries or to participate in the sale of
shares to the unaffiliated buyer.
5. Management of the Company. Each of SSI and ICG acknowledges that (i) it
intends to actively participate in discussions with the other party
regarding the business of eMerge and (ii) it has substantial expertise in
the e-commerce industry. The parties will coordinate their public
statements regarding this Agreement and eMerge, including filings on
Schedule 13D.
6. Term and Termination. This Agreement shall continue in effect until the
earlier of (a) the date the parties mutually agree in writing to terminate
or amend this Agreement and (b) the date that the aggregate number of
shares of eMerge owned by either ICG or SSI is less than 5% of all of
the outstanding shares of all classes of Common Stock of eMerge on a
combined basis. This Agreement shall terminate automatically if it is
determined by relevant authority not to create a valid joint venture;
provided that the parties will prior to such termination meet to discuss
in good faith and to determine whether this Agreement could be modified
to constitute a valid joint venture so long as such modifications do not
materially alter the respective rights and obligations of the parties.
7. Non-assignable Agreement. This Agreement, and the rights and obligations
of the parties hereunder, shall be binding on the parties and their
successors, but may not be otherwise assigned by either party.
8. Governing Law. This Agreement shall be governed in all respects by the
laws of the State of Delaware as applied to contracts made and to be
performed entirely within that state between residents of that state.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
INTERNET CAPITAL GROUP, INC. SAFEGUARD SCIENTIFICS, INC.
By: /s/ Henry W. Nassau By: /s/ Steve J. Rosard
------------------------------- ----------------------------------
Name: Henry W. Nassau Name: Steve J. Rosard
Title: Managing Director Title: Vice President
