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Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3)
to Prospectus Dated January 11, 2001 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 of
Safeguard Scientifics, Inc. 5.0% Convertible Subordinated Notes due June 15,
2006 and the shares of common stock, $.10 par value issuable upon the conversion
of the notes.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus dated December 6, 1999,
including any amendments or supplements thereto.
The information in the table appearing under the heading "Selling
Holders" in the prospectus is amended by adding the information below with
respect to persons not previously listed in the prospectus or in any amendments
or supplements thereto, and by superceding (i) the information with respect to
persons previously listed in the prospectus or in any amendments or supplements
thereto that are listed below and (i) the footnotes to the table set forth
below:
<TABLE>
<CAPTION>
Principal Amount of
Notes Beneficially Common Stock
Owned and Offered OwnedPrior To The Common Stock Offered
Name Hereby(1) Offering(1) (2) Hereby (2)
------------------------------------- ----------------------- ---------------------- ------------------------
<S> <C> <C> <C>
The Class 1C Company Ltd. $1,000,000.00 41,470 41,470
Convexity Partners $950,000.00 39,397 39,397
GLG Market Neutral Fund $10,000,000.00 414,705 414,705
Morgan Stanley & Co. $100,000.00 4,147 4,147
Pacific Life Insurance Company $500,000.00 20,735 20,735
Sage Capital $1,500,000.00 62,205 62,205
TQA Master Fund, Ltd. $300,000.00 12,441 12,441
</TABLE>
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(1) Includes common stock into which the notes are convertible.
(2) Assumes a conversion price of $24.1135 per share (adjusted to reflect
(i)the February 4, 2000 offering of common stock by our partner
company, eMerge Interactive, Inc., and (ii) the 3-for-1 split of the
common stock effected on March 13, 2000) and a cash payment in lieu of
any fractional interest.
The SEC allows us to "incorporate by reference" into the prospectus, as
amended and supplemented, reports and other information we file with it. This
means that we can disclose important information to you by referring you to
those documents. Such information is incorporated by reference and is considered
a part of the prospectus, as amended and supplemented, and later information we
file with the SEC will automatically update and supersede this information. We
continue to incorporate by reference (i) those documents listed in the
prospectus, (ii) all filings we have made with the SEC under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 since December 6,
1999, and (iii) any future filings we make with the SEC under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 until this offering
is completed.
You may obtain copies of any such documents, other than exhibits, free
of charge by contacting our corporate secretary at our principal offices, which
are located at 800 The Safeguard Building, 435 Devon Park Drive, Wayne,
Pennsylvania, 19087-1945, telephone number (610) 293-0600.
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You should rely only on the information incorporated by reference or
provided in prospectus, as amended and supplemented. We have not authorized
anyone else to provide you with different information.
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.
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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 JANUARY 11, 2001
