-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AlhoGADr+00JQHk3UG4A6hvm+gdbMHslKKTgtiut9M9aa/Ctapcjvr7TCBYuyHKb BmyLHY4ibtcrnQW8dT2irw== 0000893220-01-000174.txt : 20010223 0000893220-01-000174.hdr.sgml : 20010223 ACCESSION NUMBER: 0000893220-01-000174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMAVISION MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0001038223 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 752649072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53093 FILM NUMBER: 1545177 BUSINESS ADDRESS: STREET 1: 33171 PASEO CORVEZA CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 BUSINESS PHONE: 9494433355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC ET AL CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: 800 THE SAFEGUARD BLDG CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102930600 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD CORP DATE OF NAME CHANGE: 19690521 SC 13D/A 1 w45421sc13da.txt SCHEDULE 13D AMENDMENT - SAFEGUARD 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* 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) December 21, 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. 2 CUSIP No. 17111P 10 4 Page 2 of 22 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 NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 6,455,944 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,455,944 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,455,944 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.07% 14 TYPE OF REPORTING PERSON CO * Excludes an aggregate of 48,499 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. 3 CUSIP No. 17111P 10 4 Page 3 of 22 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 NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 3,017,223 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 3,017,223 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,223 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.99% 14 TYPE OF REPORTING PERSON CO 4 CUSIP No. 17111P 10 4 Page 4 of 22 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 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 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) 17.11% 14 TYPE OF REPORTING PERSON CO 5 CUSIP No. 17111P 10 4 Page 5 of 22 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 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 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 6 Page 6 of 22 The following information supplements and amends the information contained in the Schedule 13D previously filed by Safeguard Scientifics, Inc. ("Safeguard") relating to the ownership by its subsidiaries of the common stock, $0.01 par value per share, of ChromaVision Medical Systems, Inc., a Delaware corporation (the "Company") listed on the cover pages of this amendment. ITEM 2. IDENTITY AND BACKGROUND No change except as follows: (a) - (c) This Schedule 13D is being filed by 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 identifying, developing and operating premier technology companies with a focus on three sectors: software, communications, and eServices. 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Add the following to the end of Item 3: Pursuant to the terms of the Stock Purchase Agreement dated as of December 21, 2000, among XL Vision, Inc., Safeguard, SDI and incuVest, LLC, SDI acquired from XL Vision, Inc., for an aggregate purchase price of $779,950, 366,122 shares of common stock of the Company. The funds used in making such purchase came from the general working capital of Safeguard. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Replace the disclosure previously contained in Item 5 with the following: 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. The Schedule 13D previously filed included in Safeguard's beneficial ownership calculation the shares of common stock of the Company owned by XL Vision, Inc. ("XL"). Safeguard disclaims beneficial ownership of the shares of common stock of the Company owned by XL except as expressly described in this Item 5. 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.
Beneficial Ownership ------------------------------ Number of Percentage Shares of Total(1) --------- ----------- Safeguard Scientifics, Inc. (2) 6,455,944 32.07% Safeguard Delaware, Inc. (3) 3,017,223 14.99% Safeguard Scientifics (Delaware), Inc. 3,438,721 17.11% Safeguard 98 Capital L.P. (4) 324,612 1.62%
(1) Calculations based upon 20,092,466 shares outstanding. (2) Includes the 2,652,561 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 324,612 shares that Safeguard 98 has the option to acquire upon conversion of debt of XL Vision to Safeguard 98. 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, 7 Page 7 of 22 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 48,499 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 In addition to the agreements previously filed as exhibits to Schedule 13D, Safeguard and SDI are parties to the Stock Purchase Agreement dated as of December 21, 2000, among XL Vision, Inc., Safeguard, SDI and incuVest, LLC, pursuant to which SDI acquired the shares set forth in Items 3 and 4 above from XL Vision, Inc. Item 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Stock Purchase Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.1 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.2 Registration Rights Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.2 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.3 Note Purchase Agreement dated as of May 14, 1999 (incorporated by reference to Exhibit 99.3 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.4 Purchase and Sale Agreement dated as of December 21, 2000 (filed herewith) 8 Page 8 of 22 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: February 12, 2001 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Executive Vice President Date: February 12, 2001 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: February 12, 2001 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: February 12, 2001 Safeguard 98 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President 9 Page 9 of 22 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 identifying, developing and operating premier technology companies with a focus on three sectors: software, communications, and eServices. 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 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. 10 Page 10 of 22 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Warren V. Musser Chairman of the Board and Chief Executive Safeguard Scientifics,Inc. Officer 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 Gerald A. Blitstein Executive Vice President and Chief Safeguard Scientifics,Inc. Financial Officer 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Executive Vice President Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Executive Vice President and General Safeguard Scientifics,Inc. Counsel 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Vincent G. Bell Jr. President and Chief Executive Officer, Verus Corporation Verus Corporation 5 Radnor Corporate Center Suite 520 Radnor, PA 19087 Walter W. Buckley III President & CEO, Internet Capital Group, Internet Capital Group Inc. 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 TL Ventures President and CEO, Technology Leaders 700 Building Management, Inc. 435 Devon Park Drive Wayne, PA 19087 Michael Emmi Chairman, President and CEO, Systems & Systems & Computer Technology Computer Technology Corporation Corporation 4 Country View Road Malvern, PA 19355 Jack L. Messman President and CEO, Cambridge Technology Cambridge Technology Partners Partners (Massachusetts) 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 Advanced Visual Systems, Inc. Systems, Inc. 300 Fifth Avenue Waltham, MA 02154
11 Page 11 of 22
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- Heinz Schimmelbusch President, Safeguard International Group, Safeguard International Group Inc., Chairman, Allied Resource Building 400 Corporation, Chairman, Metallurg, Inc. and 435 Devon Park Drive Managing Director, Safeguard International Wayne, PA 19087 Fund, L.P. Hubert J.P. Schoemaker Chairman of the Board and CEO, Neuronyx, Neuronyx, Inc. 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
* 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. 12 Page 12 of 22 SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Harry Wallaesa President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President and Assistant Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Joseph DeSanto Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya Zweier Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Mary Alice Avery Assistant Secretary 103 Springer Building 3411 Silverside Road Wilmington, DE 19810
* All Executive Officers and Directors are U.S. Citizens. 13 Page 13 of 22 SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Harry Wallaesa President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President and Assistant Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Joseph DeSanto Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya Zweier Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Mary Alice Avery Assistant Secretary 103 Springer Building 3411 Silverside Road Wilmington, DE 19810
* All Executive Officers and Directors are U.S. Citizens. 14 Page 14 of 22 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.
Name Date Type of Transaction Shares Price Per Share - ---- ---- ------------------- ------ --------------- Vincent G. Bell Jr. 12/19/00 Sale 10,000 $2.4319
15 Page 15 of 22 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Stock Purchase Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.1 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.2 Registration Rights Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.2 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.3 Note Purchase Agreement dated as of May 14, 1999 (incorporated by reference to Exhibit 99.3 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.4 Purchase and Sale Agreement dated as of December 21, 2000 (filed herewith)
EX-99.4 2 w45421ex99-4.txt PURCHASE AND SALE AGREEMENT 1 EXHIBIT 99.4 PURCHASE AND SALE AGREEMENT INTRODUCTION This Purchase and Sale Agreement (the "Agreement") is made and entered into on this 21st day of December, 2000 by and among XL Vision, Inc., a Delaware corporation (the "Company"), Safeguard Scientifics, Inc., a Pennsylvania corporation ("SSI"), Safeguard Delaware, Inc. a Delaware corporation ("SDI", and together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability company ("incuVest", and together with Safeguard, the "Purchasers"). (a) BACKGROUND The Company owns shares of capital stock of eMerge Interactive, Inc. ("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the amounts set forth in Item B on EXHIBIT A hereto. As of the date hereof, the Company owes PNC Bank, National Association ("PNC Bank") an aggregate amount of $6,034,125 (the "PNC Debt") in respect of principal, interest and fees for indebtedness incurred under that certain Amended and Restated Loan and Security Agreement, dated November 21, 1997, as amended, between the Company and PNC Bank and as evidenced by that certain Amended and Restated Revolving Note dated April 29, 1999 in the original principal amount of $6,000,000 (the "PNC Note"). As a consequence of that certain Amended and Restated Limited Guaranty and Suretyship Agreement entered into by SSI, Safeguard Scientifics (Delaware), Inc. and SDI on December 30, 1998 (the "Guaranty") and that certain Amended and Restated Contribution and Sharing Agreement dated October 31, 2000 between SSI and incuVest (the "Contribution Agreement"), Safeguard and incuVest have agreed to guarantee the PNC Debt. Safeguard desires to purchase from the Company, and the Company desires to sell to Safeguard the numbers of shares of eMerge Class A common stock and Chromavision common stock as are identified in Item G on EXHIBIT A hereto (collectively, the "Safeguard Acquired Shares") for a total purchase price as identified in Item F on such EXHIBIT A (the "Safeguard Purchase Price"). incuVest desires to purchase from the Company, and the Company desires to sell to incuVest the numbers of shares of eMerge Class A common stock and Chromavision common stock as are identified in Item G on EXHIBIT A hereto (collectively, the "incuVest Acquired Shares", and together with the Safeguard Acquired Shares, the "Acquired Shares") for a total purchase price as identified in Item F on such EXHIBIT A (the "incuVest Purchase Price", and together with the Safeguard Purchase Price, the "Aggregate Purchase Price"). The Company desires, and each Purchaser desires for the Company, immediately to remit the Aggregate Purchase Price to PNC Bank in full satisfaction of the PNC Debt. 2 NOW, THEREFORE, in consideration of and on the basis of and in reliance upon the accuracy of the representations and warranties and the performance of the covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Sale of Acquired Shares. Subject to the terms and conditions hereinafter set forth, including the payment of the Safeguard Purchase Price by Safeguard and of the incuVest Purchase Price by incuVest in accordance with Section 2.1 below, the Company hereby sells, assigns, conveys, transfers, and delivers to SDI the Safeguard Acquired Shares and to incuVest the incuVest Acquired Shares. 2. Deliveries. On the date hereof the parties shall make the following deliveries and take the following actions: 2.1 Payment of Purchase Price. On the date hereof on behalf of the Company, (i) Safeguard shall pay in immediately available funds the Safeguard Purchase Price, and (ii) incuVest shall pay in immediately available funds the incuVest Purchase Price as provided for in this Section 2.1. As an accommodation to the Company and in order to expeditiously effect the satisfaction of the PNC Debt, each Purchaser covenants to direct payment on behalf of the Company of the Aggregate Purchase Price (i.e., Safeguard, in respect of the Safeguard Purchase Price, and incuVest, in respect of the incuVest Purchase Price) by wire transfer of immediately available funds to PNC Bank, it being the legal intent of the parties hereto that such payment of the Aggregate Purchase Price shall be remitted to PNC Bank in full satisfaction of the PNC Debt. Payment of the Aggregate Purchase Price shall be made in accordance with the payment instructions set forth in the instrument attached hereto as EXHIBIT B. 2.2 Delivery of Acquired Shares. The Company shall deliver free and clear of all pledges, liens, transfer and stamp tax obligations, encumbrances, claims and other charges thereon of every kind, the certificates for the Safeguard Acquired Shares and the incuVest Acquired Shares to SDI and incuVest, respectively, in negotiable form, duly endorsed in blank, or with separate stock transfer powers attached thereto and signed in blank. The Company's execution and delivery of this Agreement constitutes its instruction to Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA, which firm currently holds for the benefit of the Company certificates evidencing the Acquired Shares, to release such certificates to Purchasers in accordance with the Instruction Letter attached hereto as EXHIBIT C. The parties hereto agree to cause the transfer agents for the securities transferred hereunder to re-certificate, if necessary, the residual shares not transferred to Purchasers hereunder. 2.3 Contribution Agreement. Safeguard and incuVest will execute and deliver to each other the Acknowledgement in the form of EXHIBIT D attached hereto which will terminate the effect of the Contribution Agreement with respect to the PNC Bank of the Loan and Security Agreement. 3. Representations and Warranties of the Company. To induce the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby represents and warrants to the Purchasers as follows: 3 3.1 Organization and Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to carry on its business as it has been and is now being conducted and to own, lease and operate its properties. 3.2 Authority and Binding Effect. The Company has the full power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement (i) have been duly and validly authorized by all necessary corporate action required on the part of the Company, and (ii) do not contravene or violate the Certificate of Incorporation or bylaws of the Company. This Agreement has been duly and validly executed and delivered by the Company and assuming due execution and delivery by each of the Purchasers, constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, and similar laws affecting creditors' right and remedies generally. 3.3 Ownership of Acquired Shares. The Company is the lawful record and beneficial owner of the Acquired Shares, free and clear of all pledges, liens, encumbrances, claims and other charges thereon of every kind, including, without limitation any agreements, subscriptions, options, warrants, calls, commitments or rights (contingent or otherwise) of any character granting to any person any interest in or right to acquire any of the Acquired Shares from the Company at any time, or upon the happening of any stated event. 4. Representations and Warranties of Purchasers. To induce the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each Purchaser hereby severally represents and warrants to the Company with respect to itself as follows: 4.1 Organization and Standing. Such Purchaser is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its respective organization, and such Purchaser has all requisite power and authority to carry on its business as it has been and is now being conducted and to own, lease and operate its properties. 4.2 Authority and Binding Effect. Such Purchaser has the full power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by such Purchaser (i) has been duly and validly authorized by all necessary corporate or member action, as the case may be, required on the part of such Purchaser, and (ii) does not contravene or violate either SSI's or SDI's charter (in the case of Safeguard) or incuVest's Certificate of Formation or operating agreement (in the case of incuVest). This Agreement has been duly and validly executed and delivered by such Purchaser and assuming due execution and delivery by the Company, constitutes the legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, and similar laws affecting creditors' right and remedies generally. 4.3 Investment Intent. Such Purchaser acknowledges and understands that none of the Acquired Shares have been registered under the Securities Act of 1933 (the "Act") nor any 4 other securities or blue sky laws based upon the representations set forth in this Section 4.3. Such Purchaser, to the extent acquiring any Acquired Shares hereunder, is doing so solely for its own account and not with a view to, or for resale in connection with, any distribution thereof, except pursuant to an effective registration statement under the Act or pursuant to and in compliance with an exemption from such registration afforded by the Act or the rules and regulations promulgated thereunder. Each such Purchaser is an "accredited investor" as that term is defined in Regulation D promulgated under the Act and (i) has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its acquisition of the Acquired Shares and (ii) is able to bear the economic risks and lack of liquidity in holding the Safeguard Acquired Shares and the incuVest Acquired Shares, as applicable. 5. Further Assurances. At the request of either Purchaser, the Company from time to time shall execute, acknowledge and deliver to such Purchaser such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as may be necessary in order to vest more effectively in such Purchaser, or to put such Purchaser more fully in possession of, any of the Acquired Shares or as may otherwise be reasonably required to carry out the intent of the parties hereunder. 6. Expenses; Sales and Transfer Taxes. The parties hereto shall pay their own expenses incidental to the preparation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of the transactions contemplated hereby. The Company shall pay all documentary, stamp, sales, transfer, excise and other taxes incurred in connection with this Agreement and the transactions contemplated hereby. 7. Headings; Gender; "Person". All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation hereof. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Any reference to a "person" herein shall include an individual, firm, corporation, partnership, trust, governmental authority or body, association, unincorporated organization or any other entity. 8. Contents of Agreement; Parties in Interest; Etc. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. It shall not be amended or modified except by a written instrument duly executed by each of the parties hereto. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral are superseded by this Agreement. 9. Exhibits. The Exhibits hereto are intended to be and hereby are specifically made a part of this Agreement. 10. Notices. All notices that are required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or sent by mail, facsimile message or Federal 5 Express or other comparable delivery service. Any notices shall be deemed given upon the earlier of the date when received at, or the third day after the date when sent by registered or certified mail or the day after the date when sent by Federal Express to, the address or fax number set forth below, unless such address or fax number is changed by notice to the other party hereto: (a) If to the Company, at 10315 102nd Terrace, Sebastian, Florida 32958, facsimile number (561) 589-2049 or at such other address designated by the Company to the other parties hereto in writing; (b) If to Safeguard, at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087, facsimile number (610) 293-0601 or at such other address designated by Safeguard to the other parties hereto in writing; (c) If to incuVest, at 590 Madison Avenue, 32nd Floor, New York, NY 10022, facsimile number (212) 849-8170 or at such other address designated by Safeguard to the other parties hereto in writing. 11. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to its provisions concerning conflict of laws. 12. Successors. This Agreement shall be binding upon and shall inure to the benefit of the respective successors, executors, personal representatives, heirs and assigns of each of the parties hereto. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 6 IN WITNESS WHEREOF, the parties hereto have duly executed this Purchase and Sale Agreement on the date first written above. XL VISION, INC. By: ---------------------------- Title: SAFEGUARD SCIENTIFICS, INC. By: ---------------------------- Title: SAFEGUARD DELAWARE, INC. By: ---------------------------- Title: INCUVEST LLC By: ---------------------------- Title: 7 EXHIBIT A EXHIBIT A to PURCHASE AND SALE AGREEMENT CLOSING DATE - DECEMBER 21, 2000
A. PURCHASE PRICE CALCULATION: CLOSING PRICE CVSN EMRG ---- ---- December 14,2000 $2.3750 $4.2500 December 15,2000 $2.6875 $4.0625 December 18,2000 $2.7500 $3.8750 December 19,2000 $2.4688 $3.7188 December 20,2000 $2.2500 $3.1875 5 DAY AVERAGE CLOSING PRICE $2.5063 $3.8188 ========== ========== PURCHASE PRICE @ 85% $2.1303 $3.2459 ========== ========== B. TOTAL SHARES OWNED BY XL VISION 1,432,114 2,567,403 ========== ========== C. AVAILABLE SHARES 954,743 1,797,240 D. AGGREGATE VALUE of AVAILABLE SHARES $2,033,909 $5,833,744 E. RATIO of AGGREGATE VALUE of AVAILABLE SHARES 25.85% 74.15% F. AGGREGATE PURCHASE PRICE $6,034,125 SAFEGUARD PURCHASE PRICE $3,017,063 INCUVEST PURCHASE PRICE $3,017,062 ---------- G. SHARES PURCHASED - TOTAL 732,244 1,378,400 SAFEGUARD ACQUIRED SHARES 366,122 689,200 INCUVEST ACQUIRED SHARES 366,122 689,200
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