<PAGE> 1
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
to Prospectus Dated December 6, 1999 File No. 333-86675
$200,000,000
SAFEGUARD SCIENTIFICS, INC.
5.0% CONVERTIBLE SUBORDINATED NOTES DUE JUNE 15, 2006
This prospectus supplement relates to the resale by the holders (the
"Selling Holders") of 5.0% Convertible Subordinated Notes due June 15, 2006 (the
"Notes") of Safeguard Scientifics, Inc. (the "Company") and the shares of common
stock, $.10 par value (the "Common Stock"), of the Company issuable upon the
conversion of the Notes.
This prospectus supplement should be read in conjunction with the
prospectus dated December 6, 1999, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.
The information in the table appearing under the heading "Selling
Holders" in the prospectus is superseded in part by the information appearing in
the table below:
<TABLE>
<CAPTION>
Principal Amount of
Notes-Beneficially Common Stock
Owned and Offered Owned-Prior To The Common Stock Offered
Name Hereby(1) Offering(1)(2) Hereby(2)
-------------------------------------- ------------------- ------------------ --------------------
<S> <C> <C> <C>
General Motors Employees Global
Group Pension Trust $1,000,000.00 46,370 41,470
Goldman Sachs & Company $179,000.00 7,423 7,423
J.M. Hull Associates, L.P. $500,000.00 20,735 20,735
Museum of Fine Arts, Boston $30,000.00 1,244 1,244
New York Life Insurance Company $4,000,000.00 165,882 165,882
Parker-Hannifin Corporation $37,000.00 1,534 1,534
ProMutual $112,000.00 4,644 4,644
Putnam Balanced Retirement Fund $84,000.00 3,483 3,483
Putnam Convertible Income-Growth Trust $2,975,000.00 123,374 123,374
Putnam Convertible Opportunities
and Income Trust $86,000.00 3,566 3,566
University of Rochester $29,000.00 1,202 1,202
Any other holder of Notes or future
transferee from any such holder (3)(4) $5,279,000.00 218,923 218,923
</TABLE>
-------------
(1) Includes common stock into which the notes are convertible.
<PAGE> 2
(2) Assumes a conversion price of $24.1135 per share (adjusted to reflect
the 3-for-1 split of the Common Stock effected on March 13, 2000) and a
cash payment in lieu of any fractional interest.
(3) Information concerning other selling holders of notes will be set forth
in prospectus supplements from time to time, if required.
(4) Assumes that any other holder of notes or any future transferee from
any such holder does not beneficially own any common stock other than
common stock into which the notes are convertible at the conversion
price of $24.1135 per share.
Effective March 13, 2000, we declared a three-for-one stock split on
our Common Stock effected in the form of a stock dividend to the holders of our
Common Stock on March 13, 2000. Pursuant to the terms of the indenture and as a
result of the stock split, the conversion price of the Notes has been adjusted
downward and, effective as of March 14, 2000, the conversion price is $24.1135.
Accordingly, the following references in the prospectus to the
conversion price of $75.0441 per share are superseded and replaced by the
conversion price of $24.1135 per share and the prospectus is hereby superseded
in part as follows:
Reference to "$75.0441" on the front cover, line 18 is replaced with "24.1135";
Reference to "November 30, 1999" on the front cover, line 19 is replaced with
"March 14, 2000";
Reference to "75.0441" on page 16, line 19 is replaced with "24.1135"; and
Reference to "November 30, 1999" on page 16, line 19 is replaced with "March 14,
2000".
INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE
CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE
5 OF THE PROSPECTUS.
---------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 8, 2000
