-----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, V4nk6NVwtkPgKHP6Y9iizEQLkm4fu1BQbdvXwqYGDiLT5Szvvj8pNyiXULMi2cEa qnelyxHrpkiyBoefmth8LQ== 0000928816-95-000067.txt : 19951101 0000928816-95-000067.hdr.sgml : 19951101 ACCESSION NUMBER: 0000928816-95-000067 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951031 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORE TECHNOLOGIES INC/PA CENTRAL INDEX KEY: 0000826330 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE [2520] IRS NUMBER: 222537194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39652 FILM NUMBER: 95586000 BUSINESS ADDRESS: STREET 1: 110 SUMMIT DR STE 200 CITY: EXTON STATE: PA ZIP: 19341-2838 BUSINESS PHONE: 6105247000 MAIL ADDRESS: STREET 1: 110 SUMMIT DRIVE STREET 2: SUITE 200 CITY: EXTON STATE: PA ZIP: 19341-2838 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORE TECHNOLOGIES INC/PA CENTRAL INDEX KEY: 0000826330 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE [2520] IRS NUMBER: 222537194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 110 SUMMIT DR STE 200 CITY: EXTON STATE: PA ZIP: 19341-2838 BUSINESS PHONE: 6105247000 MAIL ADDRESS: STREET 1: 110 SUMMIT DRIVE STREET 2: SUITE 200 CITY: EXTON STATE: PA ZIP: 19341-2838 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* --------- CORE TECHNOLOGIES (PENNSYLVANIA), INC. - ------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - ------------------------------------------------------------------- (Title of Class of Securities) 151867 10 8 - ------------------------------------------------------------------- (CUSIP Number) Gary A. Miller, Esquire Connolly Epstein Chicco Foxman Engelmyer & Ewing 1515 Market St. Phila. PA 19103 (215) 851-8472 - ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 29, 1995 - ------------------------------------------------------------------- (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(b)(3) or (4), check the following box ( ). Check the following box if a fee is being paid with the statement. (X)(A fee is not required only if the reporting person:(1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1 and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. SCHEDULE 13D CUSIP No. 151867 10 8 - --------------------------------------------------------------------- (1) NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Donnelly S.S.# ###-##-#### - --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) - --------------------------------------------------------------------- (3) SEC USE ONLY - --------------------------------------------------------------------- (4) SOURCE OF FUNDS* OO - --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)( ) - --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - --------------------------------------------------------------------- (7) SOLE VOTING POWER 833,333 NUMBER ------------------------------- OF SHARES (8) SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON 833,333 WITH ------------------------------- (10) SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,333 - --------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 833,333 - --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.38% - --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* IN - --------------------------------------------------------------------- Item 1 Security and Issuer Title of Class: Common Stock, $.01 par value Name of Issuer: Core Technologies (Pennsylvania), Inc. Address of Principal Executive Offices of Issuer: 110 Summit Drive, Exton, Pa 19341 Item 2 Identity and Background: (a) Name of Person Filing: Philip J. Donnelly (b) Business Address: 110 Summit Drive Exton, PA 19341 (c) Present Principal Occupation: Vice President of Issuer to which this filing relates, Core Technologies (Pennsylvania), Inc. 110 Summit Drive, Exton, PA 19341 (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors): No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law: No. (f) Citizenship: U.S.A. Item 3 Source and Amount of Funds or Other Consideration The aggregate purchase price was paid by the issuance of Mr. Donnelly's promissory note to the seller of the securities, Safeguard Scientifics (Delaware), Inc. ("Safeguard"). The promissory note bears interest at a rate of 6.35% per annum. Interest and principal are payable in full on September 29, 2000, provided that Mr. Donnelly must prepay the outstanding balance to the extent of 25% of the proceeds of any sale or other disposition of any of these securities. Item 4 Purpose of Transaction The purpose of Mr. Donnelly's acquisition of these shares was to obtain a substantial investment in the Company. Mr. Donnelly has no plan or intent to exercise any control over the Company. Mr. Donnelly has no plans or proposals which relate to or would result in any of the transactions or activities listed in paragraphs (a) through (g) of Item 4. Item 5 Interest in Securities of Issuer (a) Mr. Donnelly is currently the beneficial owner of 833,333 shares, representing 9.38% of the Company's outstanding Common Stock. (b)(i) Mr. Donnelly has the sole power to vote all 833,333 shares referenced in paragraph (a). (ii) Subject to the Option Shares Escrow Agreement described below, Mr. Donnelly has the sole power to dispose of all 833,333 shares referenced in paragraph (a). Mr. Donnelly, together with Mr. George Mitchell, the Company's President and Chief Executive Officer, and Mr. Frederick B. Franks, III, the Company's Vice President- Finance and Chief Financial Officer, has entered into an Option Shares Escrow Agreement with the Company pursuant to which Mr. Donnelly has deposited 233,333 shares of Common Stock into escrow with the Company. The Company may redeem these escrowed shares in order to satisfy exercises of options under the Company's 1993 Stock Option Plan. The redemption price payable by the Company to Mr. Donnelly will be equal to the exercise price payable to the Company by the individual exercising the option. Prior to redemption, Mr. Donnelly retains the right to vote, receive distributions and dividends (if any) on, and transfer (subject to the terms of the escrow) the escrowed shares. (c) Effective September 29, 1995, Mr. Donnelly acquired 833,333 shares of the Common Stock from Safeguard for $.10 per share. This was a private transaction pursuant to a Stock Purchase Agreement between Mr. Donnelly and Safeguard. (d) Not applicable (e) Not applicable Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no such contracts, arrangements, understandings or relationships except for the Option Shares Escrow Agreement described in Item 5(b)(ii) hereof. Item 7 Material to be Filed as Exhibit (1) Promissory Note from Philip J. Donnelly to Safeguard Securities (Delaware), Inc. dated September 29, 1995 (2) Option Shares Escrow Agreement dated September 29, 1995 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this statement is true, complete and correct. October 26, 1995 /s/Philip J. Donnelly ---------------- --------------------- Date Signature Philip J. Donnelly ------------------ Name/Title EX-1 2 PROMISSORY NOTE $83,333.00 September 29, 1995 FOR VALUE RECEIVED, Philip Donnelly, an individual resident of Pennsylvania (the "Borrower") hereby promises to pay to the order of Safeguard Scientifics (Delaware), Inc. (the "Lender"), at 800 The Safeguard Building, 435 Devon Park Drive, Wayne PA 19087 or at such other place in the continental United States as the Lender may designate in writing, in lawful money of the United States, and in immediately available funds, the principal sum of Eighty-Three Thousand Three Hundred Thirty-Three Dollars ($83,333). The unpaid principal balance of the Note shall be paid on September 29, 2000. The Borrower hereby further promises to pay to the order of the Lender interest on the outstanding principal amount from the date hereof, at a per annum rate of 6.35%, compounded annually. Interest shall accrue during the term of this Note and all accrued interest shall be paid in full upon the payment of any principal amount of this Note. All payments made on this Note (including, without limitation, prepayments) shall be applied, at the option of the Lender, first to late charges and collection costs, if any, then to accrued interest, and then to principal. Accrued interest and principal shall be prepaid from time to time to the extent of 25% of the proceeds of any sales or other dispositions (including redemptions pursuant to that certain Option Shares Escrow Agreement of even date herewith) by the Borrower of any of the shares of common stock of Core Technologies (Pennsylvania), Inc. purchased by Borrower from Lender on the date hereof. The accrued interest and outstanding principal amount of this Note may be prepaid in whole or in part without any prepayment penalty or premium at any time or from time to time by Borrower upon notice to the Lender. Notwithstanding anything in this Note, the interest rate charged hereon shall not exceed the maximum rate allowable by applicable law. If any stated interest rate herein exceeds the maximum allowable rate, then the interest rate shall be reduced to the maximum allowable rate, and any excess payment of interest made by Borrower at any time shall be applied to the unpaid balance of any outstanding principal of this Note. An event of default hereunder shall consist of: (i) a default in the payment by Borrower to Lender of principal under this Note as and when the same shall become due and payable; (ii) an event of default by Borrower under any other obligation, instrument, note or agreement with the Lender for borrowed money, beyond any applicable notice and/or grace period; (iii) institution of any proceeding by or against Borrower under any present or future bankruptcy or insolvency statute or similar law and, if involuntary, if the same are not stayed or dismissed within sixty (60) days, or Borrower's assignment for the benefit of creditors or the appointment of a receiver, trustee, conservator or other judicial representative for Borrower or Borrower's property or Borrower's being adjudicated a bankrupt or insolvent. Upon the occurrence of any event of default, the entire unpaid principal amount of this Note and all unpaid interest accrued thereon shall, at the sole option of Lender, without notice, become immediately due and payable, and Lender shall thereupon have all the rights and remedies provided hereunder or now or hereafter available at law or in equity. The Borrower hereby waives presentment, demand, protest and notice of dishonor and protest, and also waives all other exemptions; and agrees that extension or extensions of the time of payment of this Note or any installment or part thereof may be made before, at or after maturity by agreement by the Lender. The Borrower shall pay to the Lender, upon demand, all costs and expenses, including, without limitation, attorneys' fees and legal expenses, that may be incurred by the Lender in connection with the enforcement of this Note. Any failure by the Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time. No amendment to or modification of this Note shall be binding upon the Lender unless in writing and signed by it. Notices required to be given hereunder shall be deemed validly given (i) three business days after sent, postage prepaid, by certified mail, return receipt requested, (ii) one business day after sent, charges paid by the sender, by Federal Express Next Day Delivery or other guaranteed delivery service, (iii) when sent by facsimile transmission, or (iv) when delivered by hand: If to Lender: Safeguard Scientifics, Inc. Attention: General Counsel 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 If to Borrower: to the address set forth at the bottom of this Note; or to such other address, or in care of such other person, as Holder or Borrower shall hereafter specify to the other from time to time by due notice. Any provision hereof found to be illegal, invalid or unenforceable for any reason whatsoever shall not affect the validity, legality or enforceability of the remainder hereof. This Note shall apply to and bind the successors of the Borrower and shall inure to the benefit of the Lender, its successors and assigns. The Note shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. The Borrower has duly executed this Note as of the date first above written. WITNESS: /s/Philip Donnelly -------------------- ----------------------- Philip Donnelly Adress: ----------------------- ----------------------- EX-2 3 OPTION SHARES ESCROW AGREEMENT THIS OPTION SHARES ESCROW AGREEMENT ("Agreement") is entered into as of September 29, 1995, by and between George Mitchell, Frederick Franks III, Philip Donnelly (collectively, the "Shareholders") and Core Technologies (Pennsylvania), Inc., a Delaware corporation (the "Company"). Recitals: Whereas, each of the Shareholders have entered into a Stock Purchase Agreement of even date herewith (the "SPA") for the purchase of common stock of the Company from Safeguard Scientifics (Delaware), Inc. ("Safeguard"); Whereas, Safeguard required, as a condition to entering into the SPA, that the Shareholders and the Company enter into this Agreement and the Shareholders deposit an aggregate of 700,000 shares of the Company's Common Stock (the "Option Shares") into the escrow with the Company created by this Agreement, subject to the Company's right to redeem said shares upon exercise of vested Covered Options (as defined below); NOW, THEREFORE, for adequate consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Escrow. 1.1 The Company hereby acknowledges receipt from the Shareholders of the certificate or certificates evidencing the following number of Option Shares George Mitchell 233,334 shares Frederick Franks III 233,333 shares Philip Donnelly 233,333 shares; together with Assignments Separate From Certificate in the form attached hereto as Attachment A, duly executed by the Shareholders in blank. Unless redeemed by the Company in accordance herewith, the Option Shares shall be held by the Company in escrow in accordance with the terms and conditions of this Agreement. 1.2 During the term of this escrow, the Secretary of the Company, or such substitute officer of the Company as may be designated by the Company's board of directors, shall maintain custody of and hold the Option Shares on behalf of the Company, in its capacity as escrow agent under this Agreement. Each Shareholder irrevocably appoints the Company as attorney-in-fact for the term of this escrow to execute all documents necessary or appropriate to make negotiable any Option Shares redeemed pursuant to Section 3 and to complete any such redemption transaction. 1.3 The Company shall act as escrow agent under this Agreement on the following terms and conditions: 1.3.1 The escrow agent shall, and shall be obligated to, perform only those duties specifically set forth herein. The escrow agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 1.3.2 The escrow agent may rely and shall be protected in relying on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The escrow agent (as well as any officer of the Company appointed pursuant to Section 1.2) shall not be liable for any act done or omitted reasonably and in good faith (and any reliance on or act done or omitted pursuant to the written advice of legal counsel to the Company shall be conclusively presumed to be reasonable and in good faith). 1.3.3 It is understood and agreed that should any dispute arise with respect to the redemption of or the delivery and/or ownership or right of possession of the Option Shares held by the escrow agent here-under, the escrow agent is authorized and directed to retain in the escrow agent's possession, without liability to anyone, all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected. However, the escrow agent shall be under no duty whatsoever to institute any such proceedings. 1.4 Unless and until redeemed by the Company pursuant to and in accordance with Section 3, each Shareholder shall retain beneficial and legal ownership of all the Option Shares deposited by him, and shall be entitled to, and to exercise, all the privileges, rights and benefits of such ownership, including without limitation the right to vote the same and to receive dividends and other distributions thereon. 2. Grant of Covered Options. The Company has granted, or shall reasonably promptly after the date of this Agreement grant, to employees of the Company other than the Shareholders a total of at least 700,000 options under its existing option plan to purchase common stock of the Company (the "). The Covered Options shall have an exercise price equal to the fair market value of the common stock of the Company at the time of grant (the "Option Price"). 3. Redemption. 3.1 If and for so long as they are held in escrow hereunder, the Option Shares shall be subject to redemption by the Company from time- to-time on a one-for-one basis as the Covered Options are exercised as set forth herein. In this regard: 3.1.1 If and as those Covered Options which are or become vested are exercised from time-to-time, the Company shall have the right to, and the parties intend that the Company shall, redeem from the Shareholders, pro rata in accordance with the respective number of Option Shares deposited by the Shareholders, an aggregate number of Option Shares equal to the number of shares of Common Stock being purchased by such Covered Option exercise. The Redemption Price of a given Option Share (i.e., the amount payable upon its redemption hereunder), which will be payable by the Company upon exercise of a Covered Option and redemption of a corresponding number of Option Shares, shall be equal to the exercise price per share under the Covered Option whose exercise gives rise to the redemption in question. 3.1.2 The Company shall give to the Shareholders a written notice (a "Redemption Notice") in connection with each redemption of Option Shares pursuant hereto. Each Redemption Notice shall, as to each Covered Option then being exercised, (i) certify that said Covered Option was fully vested, had not lapsed or expired, and was validly and properly exercised, except for any such requirements which are waived with respect to such option by the Company's board of directors or its option committee; (ii) identify the person exercising the same, the number of shares of stock being purchased pursuant thereto and the option exercise price per share thereunder; and (iii) state the number of Option Shares being redeemed and the applicable Redemption Price (in total and per share). 3.1.3 Each redemption shall occur as described in its respective Redemption Notice, unless the Shareholders object in good faith in writing stating the basis for such objection, at the principal office of the Company on the tenth (10th) business day after the date the Shareholders are given the Redemption Notice. If the Shareholders so object to a redemption, then the Company shall neither effect the closing of the redemption in question nor release the affected Option Shares to the Shareholders until the dispute is resolved by the mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected. 3.1.4 At each redemption closing hereunder, the Company shall (i) transfer to the Company's order (including, if applicable, appropriately filling in and dating the necessary Assignments Separate From Certificate) and/or cancel the correct number of shares and (ii) pay to the Shareholders the aggregate Redemption Price for the shares so transferred and/or canceled either by personal delivery of a check to Shareholders or by wire transfer in accordance with the Shareholders' instructions, the payment method to be at the election of the Shareholders. 3.1.5 The parties intend that the Company shall exercise the corresponding redemption right set forth in this Section 3 reasonably promptly after each valid exercise of a vested Covered Option. However, the failure of the Company to timely exercise a redemption right hereunder following the valid exercise of a vested Covered Option shall not result in a waiver by the Company of such redemption right or bar a later exercise of such redemption right except as provided in Section 7.1. 3.1.6 The Company shall redeem all Option Shares which it has the right to redeem under this Section 3 unless otherwise expressly approved by the Company's board of directors. 4. Stock Splits, etc. If, from time to time during the term of this Agreement, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding securities of the Company or if there is any consolidation, merger or sale of all, or substantially all, of the assets of the Company, then in such event any and all adjustments or new, substituted or additional securities to which the Shareholder is entitled by reason of its ownership of Option Shares shall be immediately subject to this escrow and the redemption right set forth in Section 3 and shall be "Option Shares" for all purposes of this Agreement with the same force and effect as the shares of stock presently subject to this Agreement, if and provided that the shares of stock under the Covered Options are similarly adjusted or entitled to such new, substituted or additional securities and such adjustments or new, substituted or additional securities are subject to the terms and conditions of the Covered Options agreements between the Company and the optionees thereunder. After each such event, the Option Price per Option Share payable upon exercise of the Covered Option in question shall be appropriately adjusted as well. The Shareholders authorize the Company to deposit into escrow under this Agreement any certificates evidencing any such new, substituted or additional securities subject to this Agreement. 5. Restriction on Transfer. 5.1 The Shareholders agree not to sell, transfer, pledge, hypothecate or otherwise dispose of any Option Shares which remain subject to the right of redemption set forth in Section 3, except as set forth in Section 5.2 below. 5.2 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent the Shareholders from making a distribution or transfer of beneficial and legal ownership of any or all the Option Shares, provided that any such distribution or transfer is otherwise in compliance with applicable securities laws and that the transferee(s) agree in writing to be bound by the provisions of this Agreement and delivers to the Escrow Agent such number of Assignments Separate From Certificate in the form of Attachment A, duly executed in blank as the Company may reasonably require. The Shareholders agree to give Company written notice of any distribution or transfer made pursuant to this Section 5.2. 5.3 The Company shall not be required (i) to transfer on its books any Option Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. 5.4 In no event may the Company assign its rights and delegate its duties under this Agreement, including but not limited to the redemption right set forth in Section 3, without the prior written consent of the Shareholders. 6. Stock Legends. The certificates representing the Option Shares, if and while subject to the provisions of this Agreement, may be endorsed with the following stock legend (in addition to any other stock legend endorsed thereon): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS OF REDEMPTION AND RESTRICTIONS UPON AND OBLIGATIONS WITH RESPECT TO TRANSFER AS SET FORTH IN AN "OPTION SHARES ESCROW AGREEMENT" BETWEEN THE CORPORATION AND THE ORIGINAL REGISTERED HOLDER OF SAID SHARES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. 7. Termination Provisions. 7.1 If a Covered Option does not fully vest in the option holder, or if a vested Covered Option lapses in whole or part without exercise, then a corresponding number of Option Shares immediately shall cease to be subject to such right of redemption and shall be free of any and all obligation to sell the same to the Company and the certificate(s) for such share(s) promptly shall be delivered to the Shareholders (or as the Shareholders then direct), pro rata in proportion to the respective number of Option Shares deposited by each Shareholder, with any legend endorsed thereon pursuant to Section 6 removed. 7.2 This Agreement and the escrow created hereby will automatically terminate upon the date all Option Shares have been either redeemed or released from escrow pursuant to Section 3 or 7; provided, however, (i) if there is then pending an unresolved objection to a redemption hereunder or any other applicable dispute (see Sections 1.3.3 and 3.1.3), then this Agreement shall not terminate until thirty (30) days after such objection or dispute is resolved and (ii) the Company's obligation to pay in full the Option Price for all Option Shares redeemed hereunder shall survive such termination. If, at the time of such termination, the Company has possession of any documents, securities or other property belonging to Shareholders, it shall promptly deliver all of same to Shareholders. 8. Miscellaneous. 8.1 The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 8.2 Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, deposit with a guaranteed overnight courier, or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the Shareholders at their addresses set forth in the Company's records, or to the Company as follows: Core Technologies, Inc. 110 Summit Drive Exton, PA 19341 Attn: Corporate Secretary or, in each case, at such other address as such party may designate by written notice to the other party hereto. 8.3 This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Shareholders, their heirs, executors, administrators, successors and assigns. Safeguard Scientifics (Delaware), Inc. shall be a third party beneficiary of this Agreement, and the parties shall not amend or waive compliance with this Agreement without the consent of Safeguard. 8.4 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CORE TECHNOLOGIES (PENNSYLVANIA), INC. SHAREHOLDERS: By: George Mitchell George Mitchell --------------------------- --------------------- George Mitchell, President GEORGE MITCHELL Philip Donnelly Frederick Franks --------------------------- --------------------- PHILIP DONNELLY FREDERICK FRANKS III -----END PRIVACY-ENHANCED MESSAGE-----