SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT #1 EMERGE INTERACTIVE, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 1 EMERGE INTERACTIVE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.008 PER SHARE (Title of Class of Securities) 29088W 10 3 (CUSIP Number) N. JEFFREY KLAUDER, ESQ. HENRY N. NASSAU, ESQ. SAFEGUARD SCIENTIFICS, INC. INTERNET CAPITAL GROUP, INC. 435 DEVON PARK DRIVE, BUILDING 800 435 DEVON PARK DRIVE, BUILDING 600 WAYNE, PENNSYLVANIA 19087 WAYNE, PENNSYLVANIA 19087 (610) 975-4948 (610) 989-0111 WITH COPIES TO: WILLIAM N. DORAN, ESQ. CHRISTOPHER G. KARRAS, ESQ. MICHAEL N. PETERSON, ESQ. DECHERT PRICE & RHOADS MORGAN, LEWIS & BOCKIUS LLP 4000 BELL ATLANTIC TOWER 1701 MARKET STREET 1717 ARCH STREET PHILADELPHIA, PENNSYLVANIA 19103 PHILADELPHIA, PENNSYLVANIA 19103-2793 (215) 963-5025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 25, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and give copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 22 pages) 2 CUSIP NO. 29088W 10 3 PAGE 2 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SAFEGUARD SCIENTIFICS, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0- SHARES --------------------------------------------------------- OF SHARES 8 SHARED VOTING POWER 15,171,623 SHARES OF CLASS A COMMON STOCK BENEFICIALLY 6,833,334 SHARES OF CLASS B COMMON STOCK --------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER -0- SHARES BY EACH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING 13,921,623 SHARES OF CLASS A COMMON STOCK -0- SHARES OF CLASS B COMMON STOCK PERSON WITH ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,004,957 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.31% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- * Excludes an aggregate of 1,709,896 shares of Class A common stock held by certain executive officers and directors of Safeguard Scientifics, Inc., some of whom are directors of Internet Capital Group, Inc., and 501(c)(3) foundations controlled by them. Safeguard Scientifics, Inc. disclaims beneficial ownership of such shares. Also excludes options to purchase 100,000 shares of Class A common stock held by Douglas Alexander, a Managing Director of Internet Capital Group, Inc., 11,948 shares of Class A common stock held by Robert E. Keith, Jr., the Chairman of the Board of Internet Capital Group Inc. and a director of Safeguard Scientifics, Inc., and 5,000 shares of Class A common stock held by Dr. Thomas Gerrity, a director of Internet Capital Group, Inc. Safeguard Scientifics, Inc. disclaims beneficial ownership of such securities. 3 CUSIP NO. 29088W 10 3 PAGE 3 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SAFEGUARD DELAWARE, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-2081181 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0- SHARES --------------------------------------------------------- OF SHARES 8 SHARED VOTING POWER 2,460,515 SHARES OF CLASS A COMMON STOCK BENEFICIALLY -0- SHARES OF CLASS B COMMON STOCK --------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER -0- SHARES BY EACH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING 2,460,515 SHARES OF CLASS A COMMON STOCK -0- SHARES OF CLASS B COMMON STOCK PERSON WITH ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,460,515 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.44% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO. 29088W 10 3 PAGE 4 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON TECHNOLOGY LEADERS MANAGEMENT, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 23-2667462 ------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0- SHARES --------------------------------------------------------- OF SHARES 8 SHARED VOTING POWER 1,774,062 SHARES OF CLASS A COMMON STOCK BENEFICIALLY -0- SHARES OF CLASS B COMMON STOCK --------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER -0- SHARES BY EACH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING 1,774,062 SHARES OF CLASS A COMMON STOCK -0- SHARES OF CLASS B COMMON STOCK PERSON WITH ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,774,062 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.36% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO. 29088W 10 3 PAGE 5 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SAFEGUARD SCIENTIFICS (DELAWARE), INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 51-02911711 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0- SHARES --------------------------------------------------------- OF SHARES 8 SHARED VOTING POWER 4,153,921 SHARES OF CLASS A COMMON STOCK BENEFICIALLY -0- SHARES OF CLASS B COMMON STOCK --------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER -0- SHARES BY EACH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING 4,153,921 SHARES OF CLASS A COMMON STOCK -0- SHARES OF CLASS B COMMON STOCK PERSON WITH ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,153,921 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.56% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 29088W 10 3 PAGE 6 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON INTERNET CAPITAL GROUP, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 23-2996071 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0- SHARES --------------------------------------------------------- OF SHARES 8 SHARED VOTING POWER 15,171,623 SHARES OF CLASS A COMMON STOCK BENEFICIALLY 6,833,334 SHARES OF CLASS B COMMON STOCK --------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER -0- SHARES BY EACH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING 1,250,000 SHARES OF CLASS A COMMON STOCK 6,833,334 SHARES OF CLASS B COMMON STOCK PERSON WITH ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,004,957 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.31% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- * Excludes options to purchase 100,000 shares of Class A common stock held by Douglas Alexander, a Managing Director of Internet Capital Group, Inc., 11,948 shares of Class A common stock held by Robert E. Keith, Jr., the Chairman of the Board of Directors of Internet Capital Group, Inc. and a director of Safeguard Scientifics, Inc., and 5,000 shares of Class A common stock held by Dr. Thomas Gerrity, a director of Internet Capital Group, Inc. Internet Capital Group, Inc. disclaims beneficial ownership of such securities. Also excludes an aggregate of 1,709,896 shares of Class A common stock held by certain executive officers and directors of Safeguard Scientifics, Inc., some of whom are also directors of Internet Capital Group, Inc., and 501(c)(3) foundations controlled by them. Internet Capital Group, Inc. disclaims beneficial ownership of such securities. 7 CUSIP NO. 29088W 10 3 PAGE 7 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON ICG HOLDINGS, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 51-0396570 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ------------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER -0- SHARES OF SHARES --------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,250,000 SHARES OF CLASS A COMMON STOCK 6,833,334 SHARES OF CLASS B COMMON STOCK OWNED --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER BY EACH -0- SHARES --------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER 1,250,000 SHARES OF CLASS A COMMON STOCK PERSON WITH 6,833,334 SHARES OF CLASS B COMMON STOCK -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,083,334 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.62% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP NO. 29088W 10 3 PAGE 8 OF 22 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON 1999 INTERNET CAPITAL L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0- SHARES --------------------------------------------------------- OF SHARES 8 SHARED VOTING POWER 1,250,000 SHARES OF CLASS A COMMON STOCK BENEFICIALLY 6,833,334 SHARES OF CLASS B COMMON STOCK --------------------------------------------------------- OWNED 9 SOLE DISPOSITIVE POWER -0- SHARES BY EACH --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER REPORTING 1,250,000 SHARES OF CLASS A COMMON STOCK 6,833,334 SHARES OF CLASS B COMMON STOCK PERSON WITH ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,083,334 SHARES ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.62% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 CUSIP NO. 29088W 10 3 PAGE 9 OF 22 ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, $0.008 par value per share, of eMerge Interactive, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 10315 102nd Terrace, Sebastian, Florida, 32958. According to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, the number of shares of the Company's common stock, $0.008 par value, outstanding as of April 30, 2000 was 33,077,270. There were 27,382,825 shares of Class A common stock outstanding and 5,694,445 shares of Class B common stock outstanding as of this date. The Classes are the same in all respects except that each share of Class B common stock entitles the holder to 2-1/2 votes on each matter submitted to the vote of stockholders whereas each share of Class A common stock only entitles the holder to one vote per share. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) This Schedule 13D is being filed by: (i) Safeguard Scientifics, Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics (Delaware), Inc. ("SSDI") and Technology Leaders Management, Inc. ("TL Management Inc.") (collectively, the "Safeguard Reporting Persons"). Safeguard is a leader in incubating and operating what it believes are the premier developing technology companies in the Internet infrastructure market. SDI, SSDI and TL Management Inc. are wholly-owned subsidiaries of Safeguard. Set forth in Schedule I annexed hereto are the name, identity and background of each Safeguard Reporting Person and set forth in Schedules II, III, IV and V annexed hereto are the information required by Item 2 of Schedule 13D about the identity and background of each Safeguard Reporting Person's directors, executive officers and controlling persons, if any. (ii) Internet Capital Group, Inc. ("ICG"), ICG Holdings, Inc. ("ICG Holdings") and 1999 Internet Capital L.P. ("ICG LP") (collectively, the "ICG Reporting Persons"). ICG is an Internet company actively engaged in business-to-business e-commerce through a network of partner companies. ICG Holdings is a wholly-owned subsidiary of ICG and the sole general partner of ICG LP. Set forth in Schedule I-A annexed hereto are the name, identity and background of each ICG Reporting Person and set forth in Schedules VI and VII annexed hereto is the information required by Item 2 of Schedule 13D about the identity and background of the ICG Reporting Persons' directors, executive officers and controlling persons, if any. The Safeguard Reporting Persons and ICG are sometimes referred to herein, collectively, as the "Reporting Persons," and, individually, as a "Reporting Person." (d) and (e) During the past five years, no Reporting Person nor, to the best of each Reporting Person's knowledge, any person named in Schedules II-VII to this Schedule 13D, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. 10 CUSIP NO. 29088W 10 3 PAGE 10 OF 22 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. As set forth on Schedule VIII, approximately $25.4 million was expended by Safeguard after February 2000, the date of the Company's initial public offering, in acquiring direct beneficial ownership of 1,322,600 shares of the Company's Class A common stock. The Company's Class A common stock is traded on the NASDAQ National Market and all such purchases were made in open market transactions through brokers and the funds used in making such purchases came from the general working capital of Safeguard. On November 16, 1999, ICG purchased from the Company 5,694,445 shares of Series D Preferred Stock and a warrant to purchase 1,138,889 shares of Class B common stock of the Company for an aggregate purchase price of $41,000,000. ICG paid the Company $18,000,000 of the purchase price in cash from its existing working capital and also issued to the Company a promissory note in the amount of $23,000,000. The promissory note does not bear interest and is due and payable one year after the date of issue. The promissory note was initially secured by 2,555,556 shares of Series D Preferred Stock. On November 16, 1999, ICG purchased 1,250,000 shares of Class A common stock of the Company from J Technologies, LLC for a purchase price of $9,000,000. ICG paid the purchase price in cash from its existing working capital. ICG subsequently transferred its securities of the Company to ICG Holdings, which contributed the securities to ICG L.P. In connection with the Company's initial public offering completed on February 8, 2000, the 5,694,445 shares of Series D Preferred Stock converted into an equal number of shares of Class B common stock, and the warrant to purchase 1,138,889 shares of Class B common stock became exercisable at an exercise price of $15.00 per share. All share numbers have been adjusted for the Company's 5-for-4 forward stock split effective December 23, 1999. ITEM 4. PURPOSE OF TRANSACTION. The Safeguard Reporting Persons and the ICG Reporting Persons have acquired the shares of common stock of the Company as part of the respective operating strategies of Safeguard and ICG to integrate each of their partner companies into a collaborative network that leverages each of their collective knowledge and resources. With the goal of holding their respective partner company interests for the long-term, each of Safeguard and ICG uses these collective resources to actively develop the business strategies, operations and management teams of the Company and its other partner companies. Each of Safeguard and ICG intends to review, from time to time, its interest in the Company on the basis of various factors, including but not limited to, the Company's business, financial condition, results of operations and prospects, synergies with other partner companies and integration in the network, general economic and industry conditions, as well as other developments and other acquisition opportunities. Based upon those considerations, each of Safeguard and ICG 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 common stock of the Company. 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. ICG has a strategic relationship with the Company and, accordingly, two representatives of ICG are currently members of the Board of Directors of the Company. ICG anticipates that this strategic relationship will continue. Safeguard and ICG have entered into a Joint Venture Agreement (the "JV Agreement") with respect to the shares of common stock of the Company controlled by each of Safeguard or ICG from time to time. Pursuant to the terms of the JV Agreement, among other things, Safeguard and ICG have agreed to vote all shares controlled by either of them for the election to the board of directors of the Company of two designees of Safeguard and two designees of ICG. 11 CUSIP NO. 29088W 10 3 PAGE 11 OF 22 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The table below sets forth the aggregate number of shares and percentage of the Company's outstanding shares beneficially owned by each Reporting Person. Except as otherwise noted, each person listed has sole voting and dispositive power over all shares listed opposite its name. Any of the aforementioned persons whose names do not appear in the table below do not, to the best of each Reporting Person's knowledge, beneficially own any shares of the Company. Unless otherwise indicated in Schedule VIII annexed hereto, no Reporting Person or director or executive officer of a Reporting Person listed on Schedules II-VII 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 Safeguard Scientifics, Inc. 22,004,957 (3) 64.31% (1) Safeguard Delaware, Inc. 2,460,515 (4) 7.44% (2) Safeguard Scientifics (Delaware), Inc. 4,153,921 (4) 12.56% (2) Technology Leaders Management, Inc. 1,774,062 (4) 5.36% (2) Internet Capital Group, Inc. 22,004,957 (5) 64.31% (1) ICG Holdings, Inc. 8,083,334 (6) 23.62% (1) 1999 Internet Capital L.P. 8,083,334 23.62% (1)
-------------- (1) Calculations based upon 33,077,270 shares outstanding on March 31, 2000 and warrants to purchase 1,138,889 shares exercisable within 60 days of the date hereof. (2) Calculations based upon 33,077,270 shares outstanding on March 31, 2000. (3) Includes the 8,083,334 shares beneficially owned by ICG, the 2,460,515 shares beneficially owned by SDI, a wholly-owned subsidiary of Safeguard, the 4,153,921 shares beneficially owned by SSDI, a wholly-owned subsidiary of Safeguard, the 5,533,125 shares beneficially owned by XL Vision, Inc., a corporation that Safeguard may be deemed to control, and the 1,774,062 shares beneficially owned by TL Management Inc., a wholly-owned subsidiary of Safeguard. Safeguard and each of SDI and SDII have reported that Safeguard together with each of SDI and SDII, respectively, have both shared voting and dispositive power with respect to the shares held by each of SDI and SDII, respectively, because Safeguard is the sole stockholder of each of SDI and SDII. Safeguard and ICG have entered into a joint venture agreement that, among other things, governs how the shares of the Company's common stock that are beneficially owned by each of them will be voted. See ITEM 4 for more information. Excludes an aggregate of 1,709,896 shares of Class A common stock held by certain executive officers and directors of Safeguard, some of whom are directors of ICG, and 501(c)(3) foundations controlled by them. Safeguard disclaims beneficial ownership of such shares. Also excludes options to purchase 100,000 shares of Class A common stock held by Douglas Alexander, a Managing Director of ICG, 11,948 shares of Class A common stock held by Robert E. Keith, Jr., the Chairman of the Board of ICG and a director of Safeguard, and 5,000 shares of Class A common stock held by Dr. Thomas Gerrity, a director of ICG. Safeguard disclaims beneficial ownership of such securities. (4) The Reporting Person is a wholly-owned subsidiary of Safeguard. The shares reported are held through various partnerships of which the Reporting Person is a general partner and may be deemed to control. (5) Includes 13,921,623 shares beneficially owned by Safeguard. Safeguard and ICG have entered into a joint venture agreement that, among other things, governs how the shares of the Company's common stock that are controlled by each of them will be voted. See ITEM 4 for more information. Also includes 5,694,445 shares of Class B common stock, a warrant to purchase 1,138,889 shares of Class B common stock, and 1,250,000 shares of Class A common stock held by ICG LP, a Delaware limited partnership of which ICG's wholly-owned subsidiary, ICG Holdings, is the sole general partner. ICG, ICG Holdings and ICG LP have reported that each of them has both shared voting and dispositive power with respect to the shares held by ICG LP because ICG is the sole stockholder of ICG Holdings and ICG Holdings is the sole general partner of ICG LP. ICG, ICG Holdings and ICG LP share dispositive power over such 8,083,334 shares. Excludes options to purchase 100,000 shares of Class A common stock held by Douglas Alexander, a Managing Director of ICG, 11,948 shares of Class A common stock held by Robert E. Keith, Jr., the Chairman of the Board of ICG and a director of Safeguard, and 5,000 shares of Class A common stock held by Dr. Thomas Gerrity, a director of ICG. ICG disclaims beneficial ownership of such securities. Also excludes an aggregate of 1,709,896 shares of Class A common stock held by certain executive officers and directors of Safeguard, some of whom are directors of ICG, and 501(c)(3) foundations controlled by them. ICG disclaims beneficial ownership of such securities. (6) Includes 5,694,445 shares of Class B common stock, a warrant to purchase 1,138,889 shares of Class B common stock and 1,250,000 shares of Class A common stock owned by ICG LP. 12 CUSIP NO. 29088W 10 3 PAGE 12 OF 22 ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Safeguard and ICG are parties to the JV Agreement with respect to shares of common stock of the Company controlled from time to time by either Safeguard or ICG, as described in Items 4 and 5 hereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Venture Agreement, dated October 26, 1999, between Safeguard Scientifics, Inc. and Internet Capital Group, Inc. 13 CUSIP NO. 29088W 10 3 PAGE 13 OF 22 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information named in this schedule is true, complete and correct. Date: June 8, 2000 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ------------------------------ N. Jeffrey Klauder Senior Vice President Date: June 8, 2000 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ------------------------------- N. Jeffrey Klauder Vice President Date: June 8, 2000 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ------------------------------- N. Jeffrey Klauder Vice President Date: June 8, 2000 Technology Leaders Management, Inc. By: /s/ Gerald A. Blitstein ------------------------------- Gerald A. Blitstein Treasurer Date: June 8, 2000 Internet Capital Group, Inc. By: /s/ Henry N. Nassau ------------------------------- Henry N. Nassau Managing Director, General Counsel and Secretary Date: June 8, 2000 ICG Holdings, Inc. By: /s/ Henry N. Nassau ------------------------------- Henry N. Nassau Secretary Date: June 8, 2000 1999 Internet Capital L.P. By: ICG Holdings, Inc., its General Partner By: /s/ Henry N. Nassau ------------------------------- Henry N. Nassau Secretary 14 CUSIP NO. 29088W 10 3 PAGE 14 OF 22 SCHEDULE I 1. Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. a Pennsylvania corporation ("Safeguard"), owns all of the outstanding capital stock of Safeguard Delaware, Inc., a Delaware corporation ("SDI"), Safeguard Scientifics (Delaware) Inc. ("SSDI")" and Technology Leaders Management, Inc., a Pennsylvania corporation ("TL Management Inc."). Safeguard has an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Safeguard is a leader in incubating and operating what it believes are the premier developing technology companies in the Internet infrastructure market. See Schedule II with respect to the executive officers and directors of Safeguard as of the date of filing this Schedule 13D. 2. Safeguard Delaware, Inc. SDI is a wholly owned subsidiary of Safeguard. SDI is a holding company and has an office at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule III provides information about the executive officers and directors of SDI as of the date of filing this Schedule 13D. 3. Safeguard Scientifics (Delaware), Inc. SSDI is a wholly owned subsidiary of Safeguard. SSDI is a holding company and has an office at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule V provides information about the executive officers and directors of SDI as of the date of filing this Schedule 13D. 4. Technology Leaders Management, Inc. TL Management Inc. is a wholly owned subsidiary of Safeguard. TL Management Inc. is a holding company and has an office at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087. TL Management Inc. is a general partner of a number of partnerships that it may be deemed to control. Schedule IV provides information about the executive officers and directors of TL Management Inc. as of the date of filing this Schedule 13D. 15 CUSIP NO. 29088W 10 3 PAGE 15 OF 22 SCHEDULE I-A 1. Internet Capital Group, Inc. Internet Capital Group, Inc., a Delaware corporation ("ICG"), owns all of the outstanding capital stock of ICG Holdings, Inc., a Delaware corporation ("ICG Holdings"). ICG has an address at 435 Devon Park Drive, 600 Building, Wayne, PA 19087. See Schedule VI with respect to the executive officers and directors of ICG as of the date of filing this Schedule 13D. 2. ICG Holdings, Inc. ICG Holdings is a wholly-owned subsidiary of ICG. ICG Holdings is a holding company with a principal place of business at 103 The Springer Building, 3411 Silverside Road, Wilmington, DE 19801. ICG Holdings is the sole General Partner of 1999 Internet Capital L.P., a Delaware limited partnership ("ICG LP"). See Schedule VII with respect to the executive officers and directors of ICG Holdings as of the date of filing this Schedule 13D. 3. 1999 Internet Capital L.P. ICG LP is a Delaware limited partnership with a principal place of business at 103 The Springer Building, 3411 Silverside Road, Wilmington, DE 19801. 16 CUSIP NO. 29088W 10 3 AGE 16 OF 22 SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Scientifics, Inc.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Warren V. Musser Chairman of the Board and Chief Executive Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Harry Wallaesa President and Chief Operating Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Stephen J. Andriole Sr. Vice President and Chief Technology Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A Blitstein Sr. Vice President and Chief Financial Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael Bolton Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 J. Edward Coleman Chief Executive Officer of CompuCom Systems, Inc. CompuCom Systems, Inc. 7171 Forest Lane Dallas, TX 75230 John Halvey Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Thomas C. Lynch President and Chief Operating CompuCom Systems, Inc. Officer of CompuCom Systems, Inc. 7171 Forest Lane Dallas, TX 75230 James A. Ounsworth Sr. Vice President, General Counsel and Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Vincent G. Bell Jr. President and Chief Executive Officer, Verus Verus Corporation Corporation Radnor Corporate Center Suite 520 Radnor, PA 19087 Walter W. Buckley, III President and Chief Executive Officer, Internet Internet Capital Group, Inc. Capital Group, Inc. Building 600 435 Devon Park Drive Wayne, PA 19087 Michael Emmi Chairman, President and CEO, Systems & Computer Systems & Computer Technology Technology (SCT) Corporation (SCT) Corporation 4 Country View Road Malvern, PA 19355 Robert A. Fox President, R.A.F. Industries R.A.F. Industries One Pitcairn Pl, Suite 2100 165 Township Line Road Jenkintown, PA 19046-3593 Robert E. Keith Jr. Managing Director of TL Ventures and President TL Ventures and CEO, Technology Leaders Management, Inc. 700 Building 435 Devon Park Drive Wayne, PA 19087 Jack L. Messman President and CEO, Cambridge Technology Partners Cambridge Technology Partners 8 Cambridge Center Cambridge, MA 02142 Warren V. Musser (Same as above) (Same as above) Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group 3600 Market Street Suite 530 Philadelphia, PA 19104 John W. Poduska Sr. Chairman of the Board, Advanced Visual Systems, Advanced Visual Systems, Inc. Inc. 300 Fifth Avenue Waltham, MA 02154 Heinz Schimmelbusch President, Safeguard International Group, Inc., Safeguard International Chairman, Allied Resource Corporation, Chairman, Group, Inc. Metallurg, Inc. and Managing Director, Safeguard 435 Devon Park Drive International Fund, L.P. Wayne, PA 19087 Hubert J.P. Schoemaker Chairman and Chief Executive Officer, Neuronyx, Inc. Neuronyx, Inc 200 Great Valley Parkway Malvern, PA 19355 Harry Wallasea (Same as above) (Same as above) Carl J. Yankowski President and CEO, Palm Computing, Inc. Palm Computing, Inc. 5400 Bayfront Plaza, MS9208 Santa Clara, CA 95054 * All Executive Officers and Directors are U.S. citizens, except Heinz Schimmelbusch, who is a citizen of Austria, and Hubert J.P. Schoemaker, who is a citizen of the Netherlands.
17 CUSIP NO. 29088W 10 3 PAGE 17 OF 22 SCHEDULE III DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD DELAWARE, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Delaware, Inc.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS* Harry Wallaesa President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Stephen J. Andriole Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael G. Bolton Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President and Assistant Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 James A. Ounsworth Vice President and Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* James A. Ounsworth (Same as above) (Same as above)
* All Executive Officers and Directors are U.S. Citizens. 18 CUSIP NO. 29088W 10 3 PAGE 18 OF 22 SCHEDULE IV DIRECTORS AND EXECUTIVE OFFICERS OF TECHNOLOGY LEADERS MANAGEMENT, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Technology Leaders Management, Inc.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS* Warren V. Musser Chairman Safeguard Scientifics, Inc. 800 Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Robert E. Keith, Jr. President and Chief Executive Officer TL Ventures 700 Building 435 Devon Park Drive Wayne, PA 19087 Gary J. Anderson Vice President TL Ventures 700 Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Mark J. DeNino Vice President and Secretary TL Ventures 700 Building 435 Devon Park Drive Wayne, PA 19087 James A. Ounsworth Vice President Safeguard Scientifics, Inc., 800 Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Warren V. Musser Same as above Same as above Robert E. Keith, Jr. Same as above Same as above Mark J. DeNino Same as above Same as above Gary J. Anderson Same as above Same as above
* All Executive Officers and Directors are U.S. Citizens. 19 CUSIP NO. 29088W 10 3 PAGE 19 OF 22 SCHEDULE V DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Scientifics (Delaware), Inc.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS* Harry Wallaesa President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Stephen J. Andriole Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael G. Bolton Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President and Assistant Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 James A. Ounsworth Vice President and Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* James A. Ounsworth Same as above
*All Executive Officers and Directors are U.S. Citizens. 20 CUSIP NO. 29088W 10 3 PAGE 20 OF 22 SCHEDULE VI EXECUTIVE OFFICERS AND DIRECTORS OF INTERNET CAPITAL GROUP, INC.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS* Walter W. Buckley, III President, Chief Executive Officer and Internet Capital Group, Inc. Director 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 Douglas A. Alexander Managing Director, East Coast Operations Internet Capital Group, Inc. 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 Kenneth A. Fox Managing Director, West Coast Operations Internet Capital Group, Inc. and Director 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 David D. Gathman Chief Financial Officer and Treasurer Internet Capital Group, Inc. 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 Henry N. Nassau Managing Director, General Counsel and Internet Capital Group, Inc. Secretary 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 DIRECTORS* Robert E. Keith, Jr. Managing Director of TL Ventures and TL Ventures President and CEO, Technology Leaders 435 Devon Park Drive, 700 Building Management, Inc. Wayne, Pennsylvania 19087 Walter W. Buckley, III (same as above) (same as above) Kenneth A. Fox (same as above) (same as above) Julian A. Brodsky Vice Chairman, Comcast Corporation and Comcast Corporation Vice President and Director, Sural 1500 Market Street Corporation Philadelphia, PA 19102 Dr. Thomas P. Gerrity Professor and Director, Wharton School The Wharton School Electronic Commerce Forum University of Pennsylvania 1000 Steinberg Hall-Dietrich Hall Philadelphia, PA 19104 Warren V. Musser Chairman of the Board and Chief Executive Safeguard Scientifics, Inc. Officer, Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 Peter A. Solvik Senior Vice President and Chief Cisco Systems, Inc. Information Officer, Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134-1706
* All Executive Officers and Directors are U.S. Citizens. 21 CUSIP NO. 29088W 10 3 PAGE 21 OF 22 SCHEDULE VII EXECUTIVE OFFICERS AND DIRECTORS OF ICG HOLDINGS, INC.
Name Present Principal Employment Business Address EXECUTIVE OFFICERS* Walter W. Buckley, III President Internet Capital Group, Inc. 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 Kenneth A. Fox Vice President Internet Capital Group, Inc. 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 David D. Gathman Chief Financial Officer Internet Capital Group, Inc. 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 Henry N. Nassau Secretary Internet Capital Group, Inc. 435 Devon Park Drive, 600 Building Wayne, Pennsylvania 19087 DIRECTORS* Walter W. Buckley, III (same as above) (same as above) Kenneth A. Fox (same as above) (same as above) David D. Gathman (same as above) (same as above) Henry N. Nassau (same as above) (same as above)
*All Executive Officers and Directors are U.S. Citizens. 22 CUSIP NO. 29088W 10 3 PAGE 22 OF 22 SCHEDULE VIII All of the following purchases were effected by Safeguard Delaware, Inc. a wholly-subsidiary of Safeguard, in brokers' transactions in the NASDAQ National Market.
PRICE TRANSACTION DATE SHARES PER SHARE ---------------- ------ --------- 4/25/00 35,000 $ 12.946 4/26/00 35,000 $ 15.563 4/26/00 15,000 $ 15.250 4/26/00 10,000 $ 15.500 4/27/00 45,000 $ 15.844 4/27/00 10,000 $ 15.594 4/27/00 75,000 $ 16.658 4/28/00 6,000 $ 18.563 4/28/00 100,000 $ 18.475 5/1/00 200 $ 19.500 5/2/00 5,000 $ 19.438 5/3/00 20,000 $ 20.000 5/3/00 10,000 $ 20.000 5/3/00 25,000 $19.7813 5/3/00 40,000 $ 20.000 5/3/00 8,000 $ 19.688 5/3/00 28,000 $ 19.563 5/3/00 6,000 $ 19.500 5/3/00 7,000 $ 19.625 5/3/00 15,000 $ 20.000 5/4/00 10,500 $ 20.000 5/4/00 32,200 $ 21.125 5/4/00 17,300 $ 21.250 5/4/00 4,500 $ 22.150 5/4/00 5,500 $ 20.688 5/4/00 4,200 $ 20.375 5/4/00 6,000 $ 21.750 5/4/00 13,200 $ 22.500 5/5/00 35,000 $ 21.750 5/5/00 21,500 $ 21.750 5/5/00 15,000 $ 22.000 5/5/00 10,000 $ 21.750 5/5/00 11,000 $ 22.000 5/5/00 10,000 $ 21.750 5/8/00 90,000 $ 20.851 5/9/00 10,000 $ 20.938 5/9/00 5,000 $ 21.000 5/9/00 7,000 $ 21.000 5/9/00 6,000 $ 21.000 5/9/00 5,000 $ 21.000 5/9/00 5,000 $ 21.000 5/10/00 8,000 $ 20.000 5/10/00 18,000 $ 20.000 5/10/00 35,000 $ 20.000 5/10/00 11,500 $ 20.063 5/10/00 22,500 $ 20.063 5/10/00 5,000 $ 20.125 5/11/00 1,000 $ 19.625 5/11/00 2,000 $ 19.625 5/12/00 30,000 $ 19.750 5/12/00 12,000 $ 19.938 5/12/00 7,000 $ 20.000 5/12/00 13,000 $ 19.875 5/12/00 8,000 $ 20.188 5/12/00 11,000 $ 20.563 5/12/00 19,000 $ 21.000 5/15/00 13,000 $ 18.938 5/15/00 12,000 $ 19.000 5/15/00 5,000 $ 19.125 5/15/00 10,500 $ 19.500 5/15/00 6,000 $ 19.500 5/16/00 13,000 $ 19.625 5/16/00 30,000 $ 19.750 5/16/00 4,000 $ 19.875 5/16/00 12,000 $ 19.875 5/17/00 40,000 $ 18.188 5/17/00 19,000 $ 17.688 5/17/00 28,000 $ 18.625 5/17/00 14,000 $ 18.938 5/18/00 54,000 $ 18.938 5/18/00 22,000 $ 19.000 5/18/00 5,500 $ 19.000 5/18/00 10,000 $ 19.000 5/18/00 2,500 $ 19.000 5/31/00 15,000 $ 16.583 --------- TOTAL 1,337,600 ---------
All of the following transactions were effected by the executive officers and/or directors of Safeguard and/or ICG listed below, in brokers' transactions in the NASDAQ National Market; unless otherwise noted, all such transactions were purchases.
Warren V. Musser - Chairman of the Board and Chief Executive Officer of Safeguard, Director of ICG PRICE TRANSACTION DATE SHARES PER SHARE ---------------- ------ --------- 4/7/00 25,000 $ 22.1875 4/7/00 25,000 $ 22.9375 4/7/00 25,000 $ 24.8125 4/7/00 25,000 $ 21.6875 4/12/00 100,000 $ 22.7929 4/13/00 10,000 $ 19.375 4/13/00 10,000 $ 19.125 4/13/00 14,000 $ 19.1875 4/13/00 20,000 $ 19.125 4/13/00 20,000 $ 19.25 4/14/00 3,600 $ 18.00 4/14/00 5,000 $ 16.6875 4/14/00 5,000 $ 16.25 4/14/00 5,000 $ 16.5625 4/14/00 5,000 $ 17.0625 4/14/00 10,000 $ 16.6875 4/14/00 152,400 $ 13.25 4/14/00 60,000 $ 14.00 Michael Bolton-- Senior Vice President 4/17/00 1,000 $ 9.75 of Safeguard J. Edward Coleman-- Chief Executive Officer of 4/17/00* 1,000 $ 18.00 CompuCom Systems, Inc. Jerry L. Johnson-- Executive Vice President, Operations 4/18/00 1,800 $ 12.25 of Safeguard 4/18/00 200 $ 12.375 Robert E. Keith, Jr.-- Director of Safeguard, 4/14/00 5,000 $ 12.674 Director of ICG 5/1/00 5,000 $ 20.048 Heinz Schimmelbusch-- Director 5/1/00 1,500 $ 20.125 of Safeguard 5/1/00 1,000 $ 19.875 5/18/00* 1,200 $ 19.8809 5/18/00* 300 $ 20.0103 5/18/00* 700 $ 20.0512 5/18/00* 300 $ 20.0512
*sale of shares