424B3 1 w40251e424b3.txt 424B3 - SAFEGUARD SCIENTIFICS, INC. 1 Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) to Prospectus Dated December 6, 1999 File No. 333-86675 $200,000,000 SAFEGUARD SCIENTIFICS, INC. 5.0% CONVERTIBLE SUBORDINATED NOTES DUE JUNE 15, 2006 This prospectus supplement relates to the resale by the holders (the "Selling Holders") of 5.0% Convertible Subordinated Notes due June 15, 2006 (the "Notes") of Safeguard Scientifics, Inc. (the "Company") and the shares of common stock, $.10 par value (the "Common Stock"), of the Company issuable upon the conversion of the Notes. This prospectus supplement should be read in conjunction with the prospectus dated December 6, 1999, which is to be delivered with this prospectus supplement. All capitalized terms used but not defined in this prospectus supplement shall have the meanings given them in the prospectus. The information in the table appearing under the heading "Selling Holders" in the prospectus is superseded in part by the information appearing in the table below:
Principal Amount of Notes-Beneficially Common Stock Owned and Offered Owned-Prior To The Common Stock Offered Name Hereby(1) Offering(1)(2) Hereby(2) -------------------------------------- ------------------- ------------------ -------------------- General Motors Employees Global Group Pension Trust $1,000,000.00 46,370 41,470 Goldman Sachs & Company $179,000.00 7,423 7,423 J.M. Hull Associates, L.P. $500,000.00 20,735 20,735 Museum of Fine Arts, Boston $30,000.00 1,244 1,244 New York Life Insurance Company $4,000,000.00 165,882 165,882 Parker-Hannifin Corporation $37,000.00 1,534 1,534 ProMutual $112,000.00 4,644 4,644 Putnam Balanced Retirement Fund $84,000.00 3,483 3,483 Putnam Convertible Income-Growth Trust $2,975,000.00 123,374 123,374 Putnam Convertible Opportunities and Income Trust $86,000.00 3,566 3,566 University of Rochester $29,000.00 1,202 1,202 Any other holder of Notes or future transferee from any such holder (3)(4) $5,279,000.00 218,923 218,923
------------- (1) Includes common stock into which the notes are convertible. 2 (2) Assumes a conversion price of $24.1135 per share (adjusted to reflect the 3-for-1 split of the Common Stock effected on March 13, 2000) and a cash payment in lieu of any fractional interest. (3) Information concerning other selling holders of notes will be set forth in prospectus supplements from time to time, if required. (4) Assumes that any other holder of notes or any future transferee from any such holder does not beneficially own any common stock other than common stock into which the notes are convertible at the conversion price of $24.1135 per share. Effective March 13, 2000, we declared a three-for-one stock split on our Common Stock effected in the form of a stock dividend to the holders of our Common Stock on March 13, 2000. Pursuant to the terms of the indenture and as a result of the stock split, the conversion price of the Notes has been adjusted downward and, effective as of March 14, 2000, the conversion price is $24.1135. Accordingly, the following references in the prospectus to the conversion price of $75.0441 per share are superseded and replaced by the conversion price of $24.1135 per share and the prospectus is hereby superseded in part as follows: Reference to "$75.0441" on the front cover, line 18 is replaced with "24.1135"; Reference to "November 30, 1999" on the front cover, line 19 is replaced with "March 14, 2000"; Reference to "75.0441" on page 16, line 19 is replaced with "24.1135"; and Reference to "November 30, 1999" on page 16, line 19 is replaced with "March 14, 2000". INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS. --------------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 8, 2000