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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SAFEGUARD SCIENTIFICS, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1609753
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
435 DEVON PARK DRIVE
BUILDING 800
WAYNE, PENNSYLVANIA 19087
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. /x/ check the following box. / /
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: NONE
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(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT"S SECURITIES TO BE REGISTERED.
On February 28, 2000 the Board of Directors of the Company declared a
dividend distribution of one right (a "Right") for each outstanding share of
Common Stock, $.10 par value (each, a "Common Share"), of the Company to
stockholders of record at the close of business on March 24, 2000, after
completion of the Stock Split. All amounts in this Item 1 assume the completion
of the Stock Split. Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-thousandth of a share (a "Unit") of the
Series A Junior Participating Preferred Shares, par value $10.00 per share, of
the Company (the "Preferred Shares"), or a combination of securities and assets
of equivalent value, at a Purchase Price of $300 per Unit, subject to
adjustment. The Rights are being issued in accordance with the Rights Agreement
(the "Rights Agreement") dated as of February 28, 2000 between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent. The description and
terms of the Rights are set forth in the Rights Agreement. The record date for
the dividend distribution of Rights is subject to change depending on the
listing process of the New York Stock Exchange.
Initially, ownership of the Rights will be evidenced by the Common
Share certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) ten (10)
Business Days following a determination by the Board of Directors that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Shares (the "Stock Acquisition Date"), or (ii) ten
(10) Business Days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 15% or more of
the outstanding Common Shares. Until the Distribution Date, (i) the Rights will
be evidenced by the Common Share certificates, (ii) new Common Share
certificates issued after March 24, 2000 will contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Shares outstanding will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 28, 2010, unless earlier redeemed by
the Company as described below or unless a transaction under Section 13(d) of
the Rights Agreement has occurred.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise of employee
stock options or stock appreciation rights or under any other benefit plan for
employees or directors or in connection with the exercise of warrants or
conversion of convertible securities, only Common Shares issued after March 24,
2000 and prior to the Distribution Date will be issued with Rights.
Except in the circumstances described below, after the Distribution
Date each Right will be exercisable for one one-thousandth of a Preferred Share
(a "Preferred Share Fraction"). Each Preferred Share Fraction carries voting and
dividend rights that are intended to produce the equivalent of one Common Share.
The voting and dividend rights of the Preferred Shares are subject to adjustment
in the event of dividends, subdivisions and combinations with respect to the
Common Shares of the Company. In lieu of issuing certificates for Preferred
Share Fractions which are less than an integral multiple of one Preferred Share
(i.e., 1000 Preferred Share Fractions), the Company may pay cash representing
the current market value of the Preferred Share Fractions.
In the event that at any time following the Stock Acquisition Date, (i)
the Company is the surviving corporation in a merger with an Acquiring Person
and its Common Shares remain outstanding, (ii) a Person becomes the beneficial
owner of more than 15% of the then outstanding Common Shares other than pursuant
to a tender offer that provides fair value to all shareholders, (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set forth
in the Rights Agreement, or (iv) during such time as there is an Acquiring
Person an event occurs that results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., a reverse stock split), each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Shares
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(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. In
lieu of requiring payment of the Purchase Price upon exercise of the Rights
following any such event, the Company may permit the holders simply to surrender
the Rights, in which event they will be entitled to receive Common Shares (and
other property, as the case may be) with a value of 50% of what could be
purchased by payment of the full Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in clauses
(i), (ii), (iii) or (iv) of this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person who was involved in the transaction giving rise to
any such event will be null and void. However, Rights are not exercisable
following the occurrence of any of the events set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $300 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $600 worth of Common Shares (or other
consideration, as noted above) for $300. Alternatively, the Company could permit
the holder to surrender each Right in exchange for Common Shares having a value
of $300 without the payment of any consideration other than the surrender of the
Right.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger that is described in, or that follows a tender offer or exchange offer
described in, the second preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights that previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common shares of the
acquiring company having a value equal to two times the exercise price of the
Right. Again, provision is made to permit surrender of the Rights in exchange
for one-half of the value otherwise purchasable. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
Triggering Events.
The Purchase Price payable, and the number of Units of Preferred Shares
or other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Shares on the last
trading date prior to the date of the exercise.
At any time until ten (10) days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $
.001 per Right. That ten (10) day redemption period may be extended by the Board
of Directors so long as the Rights are still redeemable. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $ .001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.
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Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
filed as an Exhibit to the Company's Current Report on Form 8-K filed on
February 29, 2000.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of February 28, 2000, between Safeguard
Scientifics, Inc. and ChaseMellon Shareholder Services LLC, as Rights Agent
(incorporated herein by reference to Exhibit 4 to the Registrant's Current
Report on Form 8-K filed on February 29,2000).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SAFEGUARD SCIENTIFICS, INC.
Date: March 2, 2000 By:/s/ James A. Ounsworth
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James A. Ounsworth
Senior Vice President and General Counsel
