<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO___________)*
ChromaVision Medical Systems, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
17111P 10 4
------------
(CUSIP Number)
N. Jeffrey Klauder, 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 28, 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
<TABLE>
<CAPTION>
CUSIP No. 17111P 10 4
<S> <C> <C>
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
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
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 7,197,324
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
7,197,324
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,197,324
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / x /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.78%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
* Excludes an aggregate of 555,780 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations, trusts and limited partnerships that are either controlled by them
or over which they exercise shared voting or dispositive power. Safeguard
Scientifics, Inc. disclaims beneficial ownership of such shares.
<PAGE> 3
<TABLE>
<CAPTION>
CUSIP No. 17111P 10 4
<S> <C> <C>
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
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
Delaware
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,651,210
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,651,210
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,210
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.18%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
CUSIP No. 17111P 10 4
<S> <C> <C>
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
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
Delaware
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,438,721
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,438,721
</TABLE>
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,438,721
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.13%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
CUSIP No. 17111P 10 4
<S> <C> <C>
1 NAME OF REPORTING PERSON
Safeguard 98 Capital, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
52-2081182
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
</TABLE>
<TABLE>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 324,612
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
324,612
</TABLE>
<TABLE>
<S> <C> <C>
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)
1.62%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE> 6
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value per
share, of ChromaVision Medical Systems, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 33171
Paseo Cerveza, San Juan Capistrano, CA 92675-4824. 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 August
7, 2000,was 19,518,948. After taking into consideration the 560,293 additional
shares issued in the transaction described in Item 3 below, the Reporting
Persons calculated the Percent of Class based on 20,079,641 outstanding shares
of the Company's common stock.
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"), and Safeguard 98 Capital L.P. ("Safeguard 98")
(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. SDI is the general partner of Safeguard 98, a limited partnership
organized under the laws of Delaware, and has sole voting and dispositive power
over the securities owned by Safeguard 98. Set forth in Schedule I annexed
hereto are the name, identity and background of each Reporting Person and set
forth in Schedules II, III and IV is 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 IV 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 Stock Purchase Agreement dated as of September 28,
2000 among the Company, SDI and Incuvest, LLC, SDI acquired, for an aggregate
purchase price of $5,000,000, 400,495 shares of common stock of the Company and
a warrant to purchase 40,050 shares of common stock of the Company. The funds
used in making such purchase came from the general working capital of Safeguard.
ITEM 4. PURPOSE OF TRANSACTION
The shares were acquired pursuant to the Stock Purchase Agreement described in
Item 3 of this statement on Schedule 13D. 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, 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 or a portion of
its shares of the Company.
In addition, Safeguard 98 has the option to convert debt of XL Vision, Inc. to
Safeguard 98 into 324,612 shares of the Company currently owned by XL Vision, a
corporation which Safeguard may be deemed to control, at an initial conversion
price of $9.07 per share. Subject to XL Vision being able to have the shares
registered in accordance with the registration rights granted to Safeguard 98,
XL Vision may (i) require mandatory conversion of such debt as long as the
closing price of a share of the Company's common stock has exceeded $18.14 for
each of the previous 65 trading days or (ii) prepay up to $5 million of debt at
a price equal to the lower of a 25% discount from the
<PAGE> 7
rolling 20-day average closing price or a 20% discount from the closing price on
the day before prepayment, as long as the 20-day average closing price and the
last day closing price exceeds $18.14 per share.
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.
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 V annexed hereto, no Reporting Person or
director or executive officer of a Reporting Person listed on Schedules II
through IV 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) 7,197,324 35.78%
Safeguard Delaware, Inc. (3) 2,651,210 13.18%
Safeguard Scientifics (Delaware), Inc. 3,438,721 17.13%
Safeguard 98 Capital L.P. (4) 324,612 1.62%
</TABLE>
(1) Calculations based upon 20,079,641 shares outstanding.
(2) Includes the 2,286,439 shares and a warrant to purchase 40,050 shares
beneficially owned by Safeguard Delaware, Inc., the 3,438,721 shares
beneficially owned by Safeguard Scientifics (Delaware), Inc., and
1,432,114 shares beneficially owned by XL Vision, Inc., a corporation
that Safeguard may be deemed to control. As noted in Item 4, Safeguard
98 has the option to convert debt of XL Vision to Safeguard 98 into
324,612 shares of the Company currently owned by XL Vision. Safeguard
is the sole stockholder of each of SDI and SSD, and SDI is the general
partner of Safeguard 98 and has sole voting and dispositive power over
the securities owned by Safeguard 98. Safeguard and each of SDI and SSD
have reported that Safeguard, together with each of SDI and SSD,
respectively, have shared voting and dispositive power with respect to
the shares beneficially owned by each of SDI and SSD, respectively.
Excludes an aggregate of 555,780 shares of common stock held by certain
executive officers and directors of Safeguard and 501(c)(3)
foundations, trusts and limited partnerships that are either controlled
by them or over which they exercise shared voting or dispositive power.
Safeguard disclaims beneficial ownership of such shares.
(3) Includes a warrant to purchase 40,050 shares and 324,612 shares of the
Company which are owned by XL Vision and which may be acquired by
Safeguard 98 upon the conversion of XL Vision debt. See Note 2.
(4) Includes 324,612 shares of the Company which are owned by XL Vision and
which may be acquired by Safeguard 98 upon the conversion of XL Vision
debt. See Note 2.
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
<PAGE> 8
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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Stock Purchase Agreement dated as of September 28, 2000
99.2 Registration Rights Agreement dated as of September 28, 2000
99.3 Note Purchase Agreement dated as of May 14, 1999
</TABLE>
<PAGE> 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this schedule is true, complete and correct.
Date: October 5, 2000 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
----------------------------------
N. Jeffrey Klauder
Sr. Vice President
Date: October 5, 2000 Safeguard Delaware, Inc.
By: /s/ N. Jeffrey Klauder
----------------------------------
N. Jeffrey Klauder
Vice President
Date: October 5, 2000 Safeguard Scientifics (Delaware), Inc.
By: /s/ N. Jeffrey Klauder
----------------------------------
N. Jeffrey Klauder
Vice President
Date: October 5, 2000 Safeguard 98 Capital L.P.
By: Safeguard Delaware, Inc.
Its: General Partner
By: /s/ N. Jeffrey Klauder
----------------------------------
N. Jeffrey Klauder
Vice President
<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 98 Capital L.P.
("Safeguard 98"), a Delaware limited partnership. 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 98 Capital L.P.
Safeguard 98 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
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
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>
2
<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 Group, Inc. Internet Capital Group
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
Technology Corporation Corporation
4 Country View Road
Malvern, PA 19355
Jack L. Messman President and CEO, Cambridge Technology Partners Cambridge Technology 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>
3
<PAGE> 13
* 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.
4
<PAGE> 14
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
EXECUTIVE OFFICERS*
<S> <C> <C>
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.
5
<PAGE> 15
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
EXECUTIVE OFFICERS*
<S> <C> <C>
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.
6
<PAGE> 16
SCHEDULE V
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>
Vincent G. Bell
Foundation 8/3/00 sale 1,000 $13.0156
</TABLE>
7
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Stock Purchase Agreement dated as of September 28, 2000
99.2 Registration Rights Agreement dated as of September 28, 2000
99.3 Note Purchase Agreement dated as of May 14, 1999
</TABLE>
8
