-----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, L5xGzeS0kHZQqp/+gUJsjr0zHVXkCo3ANfMo0jaDtmWpj+RnES8j1WQZ7wCXWRju nG0PE6lYEVCKfsYx8y1G2w== 0000893220-01-000217.txt : 20010228 0000893220-01-000217.hdr.sgml : 20010228 ACCESSION NUMBER: 0000893220-01-000217 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE TECHNOLOGY PARTNERS MASSACHUSETTS INC CENTRAL INDEX KEY: 0000895462 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061320610 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43351 FILM NUMBER: 1553920 BUSINESS ADDRESS: STREET 1: 304 VASSAR ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6173749800 MAIL ADDRESS: STREET 1: 304 VASSAR ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 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 13G/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 13G/A 1 w45877sc13ga.txt 13 G/A FOR CAMBRIDGE TECHNOLOGY PARTNERS (MA), INC 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6 )1 Cambridge Technology Partners (Massachusetts), Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 132524 10 9 (CUSIP Number) December 31, 2000 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) (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 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 132524 10 9 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Safeguard Scientifics, Inc. 23-1609753 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 10,297,389 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 10,297,389 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,297,389 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.3% 12. TYPE OF REPORTING PERSON* CO 3 CUSIP NO. 132524 10 9 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Safeguard Scientifics (Delaware), Inc. 51-0291171 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 8,597,389 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 8,597,389 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,597,389 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.6% 12. TYPE OF REPORTING PERSON* CO 4 CUSIP NO. 132524 10 9 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Safeguard Delaware, Inc. 52-2081181 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,700,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,700,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,700,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* CO 5 Item 1 (a) Name of Issuer: --------------- Cambridge Technology Partners (Massachusetts), Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: ------------------------------------------------ 8 Cambridge Center Cambridge, MA 02142 Item 2 (a) Name of Person Filing: ---------------------- (1) Safeguard Scientifics, Inc. (2) Safeguard Scientifics (Delaware), Inc. (3) Safeguard Delaware, Inc. Item 2 (b) Address of Principal Business Office: ------------------------------------- (1) 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087-1945 (2) 103 Springer Building 3411 Silverside Road Wilmington, DE 19803 (3) 103 Springer Building 3411 Silverside Road Wilmington, DE 19803 Item 2 (c) Citizenship: ------------ (1) Pennsylvania (2) Delaware (3) Delaware Item 2 (d) Title of Class of Securities: ----------------------------- Common Stock, $.01 par value per share Item 2 (e) CUSIP Number: ------------- 132524 10 9 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a : ------------------------------------------------------------------ (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(F); 6 (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (i) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ x ] Item 4 Ownership: ---------- (a) Amount Beneficially Owned: 10,297,389 shares of common stock * (b) Percent of Class: 16.3% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 10,297,389 * (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 10,297,389 * * Includes 1,700,000 shares beneficially owned by Safeguard Delaware, Inc. ("SDI") and 8,597,389 shares beneficially owned by Safeguard Scientifics (Delaware), Inc. ("SSD"). Safeguard Scientifics, Inc. ("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. Item 5 Ownership of Five Percent or Less of a Class: --------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] 7 Item 6 Ownership of More than Five Percent on Behalf of Another Person: ---------------------------------------------------------------- Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: ------------------------------------------------------------------ Not applicable Item 8 Identification and Classification of Members of the Group: ---------------------------------------------------------- Safeguard, SDI and SSD are members of a group for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. Item 9 Notice of Dissolution of Group: ------------------------------- Not applicable Item 10 Certification: -------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. In executing this statement, the undersigned agree, to the extent required by Rule 13d-1(k)(1)(iii), that this statement is being filed jointly on behalf on each of the Reporting Persons herein. SAFEGUARD SCIENTIFICS, INC. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Executive Vice President and General Counsel Dated: February 22, 2001 SAFEGUARD SCIENTIFICS (DELAWARE), INC. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Dated: February 22, 2001 SAFEGUARD DELAWARE, INC. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Dated: February 22, 2001 -----END PRIVACY-ENHANCED MESSAGE-----