-----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, F/P5YopK+ErzC/i3hhbc2jNMnTJiY0qI4Ef3TX5OHCCfhM5vU8/TXx4mcmgjPQ+U jOuj7uXVycCPf3W02tWamg== 0000893220-02-001103.txt : 20020830 0000893220-02-001103.hdr.sgml : 20020830 20020830105149 ACCESSION NUMBER: 0000893220-02-001103 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020830 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: 02753594 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 w63633sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)(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) August 28, 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 12 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 18,529,556 PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 18,529,556 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,529,556 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / x / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.3% 14 TYPE OF REPORTING PERSON CO * Excludes an aggregate of 46,915 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 12 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 15,090,835 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 15,090,835 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,090,835 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.9% 14 TYPE OF REPORTING PERSON CO CUSIP No. 17111P 10 4 13D Page 4 of 12 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) 10.5% 14 TYPE OF REPORTING PERSON CO Page 5 of 12 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 2. IDENTITY AND BACKGROUND No change except as follows: (a) - (c) This Schedule 13D is being filed by Safeguard, Safeguard Delaware, Inc. ("SDI") and Safeguard Scientifics (Delaware), Inc. ("SSD") (collectively, the "Reporting Persons" and, individually, a "Reporting Person"). Safeguard is a leader in building and operating technology companies in three principal areas: business and IT services, software, and emerging technologies. SSD and SDI are wholly owned subsidiaries of Safeguard. 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 Item 3: On August 28, 2002, the Company held a special meeting of stockholders, at which time the stockholders approved (i) the issuance to SDI of 362,663 shares of Company common stock at a purchase price of $1.585 per share, or an aggregate of $574,821; (ii) the granting to SDI of a warrant to purchase 975,000 additional shares of Company common stock; (iii) a right of first refusal pursuant to which SDI would be able to acquire additional equity securities of the Company, including stock purchase rights to protect SDI against dilution caused by the exercise of options, warrants and other common stock subscription or purchase rights outstanding on June 13, 2002, or granted after that date; and (iv) the issuance of shares of common stock upon conversion of outstanding shares of Series D 5% Cumulative Convertible Preferred Stock ("Series D Stock"), as the payment of dividends thereon, and upon exercise of related warrants. Pursuant to the Securities Purchase Agreement dated June 13, 2002 among Safeguard, SDI and the Company, on August 28, 2002: 1. SDI purchased 362,663 shares of Company common stock at a purchase price of $1.585 per share, or an aggregate of $574,821; 2. The Company issued to SDI a Warrant to purchase up to 975,000 shares of Company common stock to protect Safeguard against dilution from the exercise of certain outstanding options and warrants held by others that are exercisable to purchase additional shares of Company common stock. Under the terms of the Warrant, SDI is entitled to purchase one share of Company common stock for every share of Company common stock as to which any such other option or warrant is exercised. The exercise price payable by SDI will be equal to the exercise price of any such other option or warrant. The Warrant must be exercised by SDI within nine months of receipt of notice from the Company that any such option or warrant has been exercised, which notices will be given quarterly. Following the expiration of the applicable exercise period, the number of shares subject to the SDI Warrant will be reduced by the number of shares SDI was entitled to purchase during the exercise period, whether or not the shares are so purchased. 3. SDI converted 11,230 shares of Series D Stock, plus accrued, unpaid dividends in the amount of $90,513.80, into 7,142,280 shares of Company common stock. 4. The Company granted SDI a right of first refusal to purchase its pro-rata share of all equity securities the Company proposes to sell and issue in the future (other than compensatory grants of stock options to directors, officers, employees and consultants) in accordance with the terms described in Amendment No. 2 to Schedule 13D filed by Safeguard on June 24, 2002. Page 6 of 12 The funds used in these transactions came from the general working capital of Safeguard. The Proxies and Voting Agreements described in Amendment No. 2 to Schedule 13D filed by Safeguard on June 24, 2002 expired upon stockholder approval of the matters voted upon at the special meeting of stockholders held on August 28, 2002. 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 August 28, 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.
Beneficial Ownership -------------------- Number of Percentage Shares of Total(1) ------ ----------- Safeguard Scientifics, Inc. (2) 18,529,556 56.3% Safeguard Delaware, Inc. (3) 15,090,835 45.9% Safeguard Scientifics (Delaware), Inc. 3,438,721 10.5%
(1) Calculations based upon 32,828,142 shares outstanding. (2) Includes the 15,028,920 directly held shares and warrants to purchase 61,915 shares beneficially owned by Safeguard Delaware, Inc. (SDI) and the 3,438,721 shares beneficially owned by Safeguard Scientifics (Delaware), Inc. (SSD). 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 an aggregate of 46,915 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. (3) Includes warrants to purchase 61,915 shares. Page 7 of 12 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 30, 2002 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ------------------------------- N. Jeffrey Klauder Managing Director Date: August 30, 2002 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ------------------------------- N. Jeffrey Klauder Vice President Date: August 30, 2002 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ------------------------------- N. Jeffrey Klauder Vice President Page 8 of 12 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 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. Page 9 of 12 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Anthony L. Craig President, Chief Executive Safeguard Scientifics,Inc. Officer and Director 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael F. Cola Managing Director, Corporate Safeguard Scientifics,Inc. Operations 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 Safeguard Scientifics,Inc. Financial Officer 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Anthony A. Ibarguen Managing Director, Business & Safeguard Scientifics,Inc. IT Services 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Managing Director and General Safeguard Scientifics,Inc. Counsel 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Robert E. Keith, Jr. Managing Director of TL TL Ventures Ventures and President and 700 Building CEO, Technology Leaders 435 Devon Park Drive Management, Inc. Wayne, PA 19087 Anthony L. Craig Same as above Same as above Vincent G. Bell, Jr. President and Chief Executive Verus Corporation Officer, Verus Corporation 5 Radnor Corporate Center Suite 520 Radnor, PA 19087 Walter W. Buckley, III Chairman and CEO, Internet Internet Capital Group 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, CEO, Novell, Inc. Novell, Inc. 1800 South Novell Place Provo, UT 84606 Russell E. Palmer Chairman and CEO, The Palmer The Palmer Group 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 10 of 12 SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Anthony L. Craig President, Safeguard Safeguard Scientifics, Inc. Delaware, Inc.; President and 800 The Safeguard Building CEO, Safeguard Scientifics, 435 Devon Park Drive Inc. Wayne, PA 19087 Christopher J. Davis Vice President & Treasurer, Safeguard Scientifics,Inc. Safeguard Delaware, Inc.; 800 The Safeguard Building Managing Director and CFO, 435 Devon Park Drive Safeguard Scientifics, Inc. Wayne, PA 19087 N. Jeffrey Klauder Vice President & Assistant Safeguard Scientifics,Inc. Secretary, Safeguard 800 The Safeguard Building Delaware, Inc.; Managing 435 Devon Park Drive Director and General Counsel, Wayne, PA 19087 Safeguard Scientifics, Inc. DIRECTORS* Deirdre Blackburn Manager, Legal Systems & Safeguard Scientifics, Inc. Corporate Secretary, 800 The Safeguard Building Safeguard Scientifics, Inc. 435 Devon Park Drive Wayne, PA 19087 Joseph R. DeSanto Director, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya L. Zweier Director, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens. Page 11 of 12 SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Anthony L. Craig President, Safeguard Safeguard Scientifics, Inc. Scientifics (Delaware), Inc.; 800 The Safeguard Building President and CEO, Safeguard 435 Devon Park Drive Scientifics, Inc. Wayne, PA 19087 Christopher J. Davis Vice President & Treasurer, Safeguard Scientifics,Inc. Safeguard Scientifics 800 The Safeguard Building (Delaware), Inc.; Managing 435 Devon Park Drive Director and CFO, Safeguard Wayne, PA 19087 Scientifics, Inc. N. Jeffrey Klauder Vice President & Assistant Safeguard Scientifics,Inc. Secretary, Safeguard 800 The Safeguard Building Scientifics (Delaware), Inc.; 435 Devon Park Drive Managing Director and General Wayne, PA 19087 Counsel, Safeguard Scientifics, Inc. DIRECTORS* Deirdre Blackburn Manager, Legal Systems & Safeguard Scientifics, Inc. Corporate Secretary, 800 The Safeguard Building Safeguard Scientifics, Inc. 435 Devon Park Drive Wayne, PA 19087 Joseph R. DeSanto Director, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya L. Zweier Director, Safeguard Safeguard Scientifics, Inc. 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 12 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 - ---- ---- ------------------- ------ --------------- Anthony L. Craig 8/26/02 Purchase 1,000 $1.40
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