-----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, Fw+VOQK/gxMrJoErvbeAmHetCID4ENaRUq/GPvJSRA+E5VQhPHWXrHrn91dm5RFC z7wrRxyfWu8S/Dj5RDMoOw== 0000893220-02-000989.txt : 20020813 0000893220-02-000989.hdr.sgml : 20020813 20020813120452 ACCESSION NUMBER: 0000893220-02-000989 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020813 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: 1934 Act SEC FILE NUMBER: 005-53093 FILM NUMBER: 02728566 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 CORP DATE OF NAME CHANGE: 19690521 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 SC 13D/A 1 w62959sc13dza.txt AMENDMENT NO.3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)(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) July 9, 2002 (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) (1) 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. CUSIP No. 17111P 10 4 13D Page 2 of 14 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 14,919,415 PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 13,958,493 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,919,415 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / x / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.7% 14 TYPE OF REPORTING PERSON CO * Excludes an aggregate of 45,915 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. CUSIP No. 17111P 10 4 13D Page 3 of 14 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 AF 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 11,480,694 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 10,519,772 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,480,694 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5% 14 TYPE OF REPORTING PERSON CO *Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, the filing persons may have acquired beneficial ownership of 960,922 shares of ChromaVision Medical Systems, Inc. common stock by virtue of voting agreements and irrevocable proxies which are described in Amendment No. 2 to Schedule 13D previously filed by Safeguard Scientifics, Inc. CUSIP No. 17111P 10 4 13D Page 4 of 14 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 AF 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) 13.6% 14 TYPE OF REPORTING PERSON CO CUSIP No. 17111P 10 4 13D Page 5 of 14 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 AF 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 -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 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) 0% 14 TYPE OF REPORTING PERSON PN Page 6 of 14 The following information supplements and amends the information contained in the Schedule 13D and amendments thereto 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Add the following to the end of Item 3: On June 30, 2002, pursuant to the terms of the Series D Preferred Stock, the Company elected to pay the dividend on the Series D Stock in common stock and delivered to SDI 114,992 shares of common stock based on a per share value of $1.786. Pursuant to the terms of the Securities Purchase Agreement dated June ___, 2002, to which Safeguard Delaware, Inc. (SDI) and XL Vision, Inc. (XLV) were parties, SDI agreed to purchase from XLV the 699,870 shares of Company common stock owned by XLV. The transaction was subject to the approval of the United States Bankruptcy Court of the Southern District of Florida, in the matter of XL Vision, Inc., Debtor. The Bankruptcy Court approved the transaction on July 8, 2002, and on July 9, 2002, SDI purchased the 699,870 shares of Company common stock at a per share purchase price of $1.585. Safeguard 98 Capital, L.P. had a pre-existing right to obtain from XLV 324,612 shares of Company common stock under the convertible note issued by XLV. Since XLV no longer owns shares of Company common stock, the convertible note held by Safeguard 98 Capital, L.P. will remain outstanding as a claim against the XLV bankruptcy estate although XLV no longer owns shares of Company common stock to deliver upon the conversion. The funds used in making such purchase came from the general working capital of Safeguard. ITEM 4. PURPOSE OF TRANSACTION 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, subject to certain restrictions described in Amendment No. 2 to Schedule 13D. 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 or as disclosed in previous amendments to 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 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 as of July 9, 2002. The information contained in rows 6 through 11 on each of the cover pages hereto is hereby incorporated by reference into 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. Page 7 of 14
Beneficial Ownership -------------------- Number of Percentage Shares of Total(1) ------ ----------- Safeguard Scientifics, Inc. (2) 14,919,415 52.7% Safeguard Delaware, Inc. (3) 11,480,694 40.5% Safeguard Scientifics (Delaware), Inc. 3,438,721 13.6% Safeguard 98 Capital L.P. 0 0.0%
(1) Calculations based upon 25,301,970 shares outstanding. (2) Includes the 7,523,977 directly held shares, the 2,955,745 shares of common stock currently issuable upon the conversion of the Series D Preferred Stock, and warrants to purchase 40,050 shares beneficially owned by Safeguard Delaware, Inc. (SDI) and the 3,438,721 shares beneficially owned by Safeguard Scientifics (Delaware), Inc. (SSD). Includes the 960,922 shares that may be beneficially owned by SDI by virtue of voting agreements and irrevocable proxies previously described in Amendment No. 2 to Schedule 13D. Safeguard is the sole stockholder of each of SDI and SSD. 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 (i) an aggregate of 45,915 shares of common stock held by certain executive officers and directors of Reporting Persons 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, of which Safeguard disclaims beneficial ownership, (ii) 362,663 shares of common stock that SDI has the right to purchase from the Company under stockholder approval, and (iii) 4,151,294 additional shares of common stock issuable to SDI upon conversion of all of the outstanding shares of Series D Preferred Stock and/or exercise of the Series D Warrants upon stockholder approval. (3) Includes warrants to purchase 40,050 shares. Includes the 960,922 shares that may be beneficially owned by SDI by virtue of voting agreements and irrevocable proxies previously described in Amendment No. 2 to Schedule 13D. 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 and amendments thereto, SDI and XLV are parties to the Stock Purchase Agreement dated as of June ___, 2002, pursuant to which SDI acquired the shares set forth in Items 3 and 4 above from XLV. Item 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.13 Stock Purchase Agreement dated as of June ___, 2002 between Safeguard Delaware, Inc. and XL Vision, Inc.
Page 8 of 14 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: August 2, 2002 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Managing Director Date: August 2, 2002 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: August 2, 2002 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: August 2, 2002 Safeguard 98 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President
Page 9 of 14 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 building and operating technology companies in three principal areas: business and IT services, software and emerging technologies. See Schedule II with respect to the executive officers and directors of Safeguard as of the date of this amendment to 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 amendment to 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 amendment to 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. Page 10 of 14 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Anthony L. Craig President, Chief Executive Officer and Safeguard Scientifics,Inc. Director 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael F. Cola Managing Director, Corporate Operations Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Robert D. Crowley Managing Director, Software Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Christopher J. Davis Managing Director and Chief Financial Safeguard Scientifics,Inc. Officer 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Anthony A. Ibarguen Managing Director, Business & IT Services Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Managing Director and General Counsel Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* 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 Anthony L. Craig Same as above Same as above 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 Chairman and 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 Jack L. Messman Chairman, President & Novell, Inc. CEO, Novell, Inc. 1800 South Novell Place Provo, Utah 84606 Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group 3600 Market Street, Suite 530 Philadelphia, PA 19104 John W. Poduska Sr. Consultant 295 Meadowbrook Rd. Weston, MA 02493-2450
* All Executive Officers and Directors are U.S. Citizens. Page 11 of 14 SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Anthony L. Craig President, Safeguard Delaware, Inc.; Safeguard Scientifics, Inc. President and CEO, Safeguard Scientifics, 800 The Safeguard Building Inc. 435 Devon Park Drive Wayne, PA 19087 Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc. Delaware, Inc.; Managing Director and CFO, 800 The Safeguard Building Safeguard Scientifics, Inc. 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc. Safeguard Delaware, Inc.; Managing 800 The Safeguard Building Director and General Counsel, Safeguard 435 Devon Park Drive Scientifics, Inc. Wayne, PA 19087 DIRECTORS* Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya L. Zweier Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens. Page 12 of 14 SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Anthony L. Craig President, Safeguard Scientifics Safeguard Scientifics, Inc. (Delaware), Inc.; President and CEO, 800 The Safeguard Building Safeguard Scientifics, Inc. 435 Devon Park Drive Wayne, PA 19087 Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc. Scientifics (Delaware), Inc.; Managing 800 The Safeguard Building Director and CFO, Safeguard Scientifics, 435 Devon Park Drive Inc. Wayne, PA 19087 N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc. Safeguard Scientifics (Delaware), Inc.; 800 The Safeguard Building Managing Director and General Counsel, 435 Devon Park Drive Safeguard Scientifics, Inc. Wayne, PA 19087 DIRECTORS* Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya L. Zweier Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens. Page 13 of 14 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 - ---- ---- ------------------- ------ --------------- None
Page 14 of 14 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.13 Stock Purchase Agreement dated as of June ___, 2002 between Safeguard Delaware, Inc. and XL Vision, Inc.
EX-99.13 3 w62959exv99w13.txt STOCK PURCHASE AGREEMENT Exhibit 99.13 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made as of June __, 2002, by and among Safeguard Delaware, Inc. (the "Purchaser"), and XL Vision, Inc. (the "Seller," and together with the Purchaser, the "Parties"). BACKGROUND The Seller owns 699,870 of the issued and outstanding shares (the "Purchased Shares") of Common Stock, par value $.01 per share ("Chroma Stock") of ChromaVision Medical Systems, Inc., a Delaware corporation (the "Chroma"). This Agreement sets forth the terms and conditions upon which the Purchaser is purchasing from the Seller, and the Seller is selling to the Purchaser, the Purchased Shares. WITNESSETH NOW, THEREFORE, the Parties, intending to be legally bound hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants contained herein, hereby agree as follows: 1. Purchase and Sale of Shares and Other Actions. Subject to the terms and conditions of this Agreement and the approval of the Bankruptcy Court (as later defined herein) , at the Closing, the Purchaser shall buy from the Seller, and the Seller shall sell to the Purchaser, free and clear of all liens, pledges, charges, security interests or other encumbrances (including without limitation, stockholder agreements, voting trust agreements and all similar arrangements), the Purchased Shares, and all rights with respect to such shares, in exchange for the payment by the Purchaser to the Seller of the product of the number of Purchased Shares multiplied by the Purchase Price per Share. The Purchase Price per Share shall be the lowest per share purchase price permitted on the Closing Date pursuant to the order, dated April 19, 2002, entitled Order Granting Omnibus Motion for Authority to Sell Securities of the United States Bankruptcy Court, Southern District of Florida acting on Case No. 01-36871-BKC-SHF, In Re: XL Vision, Inc., Debtor (the "Bankruptcy Court"), but in no event less than $1.585 per share. Purchaser may terminate this Agreement at any time prior to the Closing if the trading price per share of Chroma Stock exceeds $3.00 per share or if the Bankruptcy Court approval contemplated by Section 2.1 hereof shall not have occurred prior to July 1, 2002. 2. The Closing. 2.1 Location, Date . The closing for the transactions contemplated hereby (the "Closing") shall be held on the first business day following the approval of this Agreement by the Bankruptcy Court, or on such other date and at such time as may be mutually agreed upon by the Parties, at the offices of Rice Pugatch Robinson & Schiller, P.A. Northmark Building, Suite 101, 33 NE 2nd Street, Fort Lauderdale, Florida 33330, unless the Parties agree in writing to another date or place. The date on which the Closing occurs is referred to herein as the "Closing Date." 2.2 Closing Deliveries. Subject to the terms and conditions contained herein, at the Closing: (a) the Seller shall deliver to the Purchaser the certificates representing the Purchased Shares, in negotiable form, duly endorsed in blank, or with separate stock transfer powers attached thereto and signed in blank, or, if such certificates have been lost or destroyed, an affidavit of loss to such effect, together with an appropriate instrument of transfer; (b) the Purchaser shall make payment of the Purchase Price to the Seller's Attorney by wire transfer of immediately available funds in accordance with wire transfer instructions to be delivered to the Purchaser by the Seller prior to the Closing Date; and (c) the Parties shall also deliver to each other cross receipts and such other items as may be reasonably requested to effect and complete the transfer of the record and beneficial ownership of the Purchased Shares as described herein. 3. Representations and Warranties. 3.1 Seller's Representations. The Seller hereby represents and warrants to the Purchaser as follows: (a) Share Ownership. The Seller is transferring to Purchaser the Purchased Shares free and clear of any Liens. (b) Authorization. The Seller has all requisite corporate power and authority to execute and deliver this Agreement. All necessary action, corporate or otherwise, required to have been taken by or on behalf of the Seller under any applicable law, its charter documents or otherwise to authorize (a) the approval, execution and delivery on its behalf of this Agreement, and (b) its performance of its obligations under this Agreement has been taken. This Agreement constitutes the valid and binding agreement of the Seller, enforceable against it in accordance with its terms. (c) No Conflict; Approvals. The execution, delivery and performance of this Agreement and the consummation by the Seller of the Transaction will not (i) result in a violation of the Seller's organizational documents, or (ii) conflict with any agreement, indenture or instrument to which the Seller is a party, or (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Seller. 3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows: (a) Authority; Binding Effect. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement. All necessary action, corporate or otherwise, required to have been taken by or on behalf of the Purchaser under any applicable law, its charter documents or otherwise to authorize (a) the approval, execution and delivery on its behalf of this Agreement, and (b) its performance of its obligations under this Agreement has been taken. This Agreement constitutes the valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms. (b) No Conflict; Approvals. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the Transaction will not (i) result in a violation of the Purchaser's organizational documents, or (ii) conflict with any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Purchaser. (c) Purchase Representation. The Purchaser represents and warrants that it is purchasing the Purchased Shares for its own account for investment purposes only and not with a view to distribution in violation of any securities laws; provided, however, that by making the representations herein, the Purchaser does not agree to hold such securities for any minimum or other specific term and reserves the right to dispose of the Purchased Shares at any time in accordance with federal and state securities laws applicable to such disposition. The Purchaser acknowledges and understands that the terms of issuance have not been reviewed by the Securities and Exchange Commission or by any state securities authorities and that the Purchased Shares have been issued in reliance on the certain exemptions for non-public offerings under the Act, which exemptions depend upon, among other things, the representations made and information furnished by the Purchaser. The Purchaser represents and warrants that it is an "accredited investor" as defined in Rule 501 of Regulation D, as amended, under the Act, and that it (i) is able to bear the economic risk of its investment in the Purchased Shares, (ii) is able to hold the Purchased Shares for an indefinite period of time, and (iii) can afford a complete loss of its investment in the Purchased Shares. 4. General Matters. 4.1 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. This Agreement may not be amended except by an instrument in writing signed by all the Parties hereto that makes express reference that such writing is such an amendment as required by this Section 4.1. 4.2 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing, must be delivered by (i) courier, mail or hand delivery or (ii) facsimile, and will be deemed to have been delivered upon receipt. The addresses and facsimile numbers for such communications shall be: if to the Purchaser: Safeguard Delaware, Inc. C/O Safeguard Scientifics, Inc. 435 Devon Park Drive 800 Building Wayne, PA 19087 Telecopy: (610) 254-4301 Attention: General Counsel if to the Seller: XL Vision, Inc, Rice Pugatch Robinson & Schiller, P.A. Northmark Building, Suite 101, 33 NE 2nd Street Fort Lauderdale, Florida 33330 Telecopy: 954-462-4300 Attention: Chad P. Pugatch, Esq. Each party shall provide five (5) days prior written notice to the other party of any change in address, telephone number or facsimile number. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date and recipient facsimile number or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 4.3 Governing Law . THIS AGREEMENT AND THE VALIDITY AND PERFORMANCE OF THE TERMS HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED ENTIRELY IN SUCH STATE. 4.4 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. 4.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 4.6 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. 4.7 Survival. The representations and warranties of each of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant to this Agreement shall survive the Closing. IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the day and year first written above. SAFEGUARD DELAWARE, INC. By: /s/ N. Jeffrey Klauder ------------------------------------------ Name: N. Jeffrey Klauder Title: Vice President XL VISION, INC. By: /s/ Steven Grenfell ------------------------------------------ Name: Steven J. Grenfell Title: Acting Manager -----END PRIVACY-ENHANCED MESSAGE-----