SC 13D 1 w41159sc13d.txt SCHEDULE 13D CHROMAVISION MEDICAL SYSTEMS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO___________)* ChromaVision Medical Systems, Inc. ---------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 17111P 10 4 ------------ (CUSIP Number) N. Jeffrey Klauder, Esq. 800 The Safeguard Building, 435 Devon Park Drive Wayne, PA 19087-1945 (610) 293-0600 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 28, 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 five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (continued on following pages) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. 2
CUSIP No. 17111P 10 4 1 NAME OF REPORTING PERSON Safeguard Scientifics, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 23-1609753 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania
NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 7,197,324 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 7,197,324
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,197,324 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / x / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.78% 14 TYPE OF REPORTING PERSON CO
* Excludes an aggregate of 555,780 shares of common stock held by certain executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3) foundations, trusts and limited partnerships that are either controlled by them or over which they exercise shared voting or dispositive power. Safeguard Scientifics, Inc. disclaims beneficial ownership of such shares. 3
CUSIP No. 17111P 10 4 1 NAME OF REPORTING PERSON Safeguard Delaware, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 52-2081181 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,651,210 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,651,210
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,210 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.18% 14 TYPE OF REPORTING PERSON CO
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CUSIP No. 17111P 10 4 1 NAME OF REPORTING PERSON Safeguard Scientifics (Delaware), Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 51-0291171 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 3,438,721 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 3,438,721
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,438,721 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.13% 14 TYPE OF REPORTING PERSON CO
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CUSIP No. 17111P 10 4 1 NAME OF REPORTING PERSON Safeguard 98 Capital, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 52-2081182 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 324,612 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 324,612
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.62% 14 TYPE OF REPORTING PERSON PN
6 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, $0.01 par value per share, of ChromaVision Medical Systems, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 33171 Paseo Cerveza, San Juan Capistrano, CA 92675-4824. According to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, the number of shares of the Company's common stock, $.01 par value, outstanding as of August 7, 2000,was 19,518,948. After taking into consideration the 560,293 additional shares issued in the transaction described in Item 3 below, the Reporting Persons calculated the Percent of Class based on 20,079,641 outstanding shares of the Company's common stock. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by Safeguard Scientifics, Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics (Delaware), Inc. ("SSD"), and Safeguard 98 Capital L.P. ("Safeguard 98") (collectively, the "Reporting Persons" and, individually, a "Reporting Person"). Safeguard is a leader in developing and operating premier Internet Infrastructure companies. SSD and SDI are wholly owned subsidiaries of Safeguard. SDI is the general partner of Safeguard 98, a limited partnership organized under the laws of Delaware, and has sole voting and dispositive power over the securities owned by Safeguard 98. Set forth in Schedule I annexed hereto are the name, identity and background of each Reporting Person and set forth in Schedules II, III and IV is the information required by Item 2 of Schedule 13D about the identity and background of each Reporting Person's directors, executive officers and controlling persons, if any. (d) and (e) During the past five years, no Reporting Person nor, to the best of each Reporting Person's knowledge, no person named in Schedules II through IV 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the terms of the Stock Purchase Agreement dated as of September 28, 2000 among the Company, SDI and Incuvest, LLC, SDI acquired, for an aggregate purchase price of $5,000,000, 400,495 shares of common stock of the Company and a warrant to purchase 40,050 shares of common stock of the Company. The funds used in making such purchase came from the general working capital of Safeguard. ITEM 4. PURPOSE OF TRANSACTION The shares were acquired pursuant to the Stock Purchase Agreement described in Item 3 of this statement on Schedule 13D. Safeguard acquired the shares as part of its operating strategy to integrate its partner companies into a collaborative network that leverages its collective knowledge and resources. With the goal of holding its partner company interests for the long term, Safeguard uses these collective resources to actively develop the business strategies, operations and management teams of the Company and its other partner companies. Safeguard intends to review, from time to time, its interest in the Company's business, financial condition, results of operations and prospects, economic and industry conditions, as well as other developments and other acquisition opportunities. Based upon these considerations, Safeguard 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 the Company. In addition, Safeguard 98 has the option to convert debt of XL Vision, Inc. to Safeguard 98 into 324,612 shares of the Company currently owned by XL Vision, a corporation which Safeguard may be deemed to control, at an initial conversion price of $9.07 per share. Subject to XL Vision being able to have the shares registered in accordance with the registration rights granted to Safeguard 98, XL Vision may (i) require mandatory conversion of such debt as long as the closing price of a share of the Company's common stock has exceeded $18.14 for each of the previous 65 trading days or (ii) prepay up to $5 million of debt at a price equal to the lower of a 25% discount from the 7 rolling 20-day average closing price or a 20% discount from the closing price on the day before prepayment, as long as the 20-day average closing price and the last day closing price exceeds $18.14 per share. 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. Other than as set forth in Item 3 or Item 4 of this statement on Schedule 13D, each Reporting Person currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) - (i) of Schedule 13D (although each Reporting Person reserves the right to develop such plans). 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 V annexed hereto, no Reporting Person or director or executive officer of a Reporting Person listed on Schedules II through IV annexed hereto has consummated any transaction in the Company's shares during the past sixty days other than as set forth herein.
Beneficial Ownership -------------------- Number of Percentage Shares of Total(1) ------ ----------- Safeguard Scientifics, Inc. (2) 7,197,324 35.78% Safeguard Delaware, Inc. (3) 2,651,210 13.18% Safeguard Scientifics (Delaware), Inc. 3,438,721 17.13% Safeguard 98 Capital L.P. (4) 324,612 1.62%
(1) Calculations based upon 20,079,641 shares outstanding. (2) Includes the 2,286,439 shares and a warrant to purchase 40,050 shares beneficially owned by Safeguard Delaware, Inc., the 3,438,721 shares beneficially owned by Safeguard Scientifics (Delaware), Inc., and 1,432,114 shares beneficially owned by XL Vision, Inc., a corporation that Safeguard may be deemed to control. As noted in Item 4, Safeguard 98 has the option to convert debt of XL Vision to Safeguard 98 into 324,612 shares of the Company currently owned by XL Vision. Safeguard is the sole stockholder of each of SDI and SSD, and SDI is the general partner of Safeguard 98 and has sole voting and dispositive power over the securities owned by Safeguard 98. Safeguard and each of SDI and SSD have reported that Safeguard, together with each of SDI and SSD, respectively, have shared voting and dispositive power with respect to the shares beneficially owned by each of SDI and SSD, respectively. Excludes an aggregate of 555,780 shares of common stock held by certain executive officers and directors of Safeguard and 501(c)(3) foundations, trusts and limited partnerships that are either controlled by them or over which they exercise shared voting or dispositive power. Safeguard disclaims beneficial ownership of such shares. (3) Includes a warrant to purchase 40,050 shares and 324,612 shares of the Company which are owned by XL Vision and which may be acquired by Safeguard 98 upon the conversion of XL Vision debt. See Note 2. (4) Includes 324,612 shares of the Company which are owned by XL Vision and which may be acquired by Safeguard 98 upon the conversion of XL Vision debt. See Note 2. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described in Item 4 of this statement on Schedule 13D, to each Reporting Person's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not 8 limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION 99.1 Stock Purchase Agreement dated as of September 28, 2000 99.2 Registration Rights Agreement dated as of September 28, 2000 99.3 Note Purchase Agreement dated as of May 14, 1999
9 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this schedule is true, complete and correct. Date: October 5, 2000 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ---------------------------------- N. Jeffrey Klauder Sr. Vice President Date: October 5, 2000 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ---------------------------------- N. Jeffrey Klauder Vice President Date: October 5, 2000 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ---------------------------------- N. Jeffrey Klauder Vice President Date: October 5, 2000 Safeguard 98 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ N. Jeffrey Klauder ---------------------------------- N. Jeffrey Klauder Vice President 10 SCHEDULE I 1. Safeguard Scientifics, Inc. Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"), owns all of the outstanding capital stock of Safeguard Delaware, Inc., a Delaware corporation ("SDI"), and Safeguard Scientifics (Delaware), Inc., a Delaware corporation ("SSD"). Safeguard has an address at 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Safeguard is a leader in developing and operating premier Internet Infrastructure companies. See Schedule II with respect to the executive officers and directors of Safeguard as of the date of 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. SDI is the general partner of Safeguard 98 Capital L.P. ("Safeguard 98"), a Delaware limited partnership. Schedule III provides information about the executive officers and directors of SDI as of the date of this Schedule 13D. 3. Safeguard Scientifics (Delaware), Inc. SSD is a wholly owned subsidiary of Safeguard. SSD is a holding company and has an office at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule IV provides information about the executive officers and directors of SSD as of the date of this Schedule 13D. 4. Safeguard 98 Capital L.P. Safeguard 98 is a Delaware limited partnership with a principal place of business at 1013 Centre Road, Suite 350, Wilmington, DE 19095. 11 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 G. Bolton Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. 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 Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
2 12
DIRECTORS* Vincent G. Bell Jr. President and Chief Executive Officer, Verus Verus Corporation Corporation 5 Radnor Corporate Center Suite 520 Radnor, PA 19087 Walter W. Buckley III President & CEO, Internet Capital Group, Inc. Internet Capital Group 435 Devon Park Drive Building 600 Wayne, PA 19087 Robert A. Fox President, R.A.F. Industries R.A.F. Industries One Pitcairn Pl, Suite 2100 165 Township Line Road Jenkintown, PA 19046-3593 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 Michael Emmi Chairman, President and CEO, Systems & Computer Systems & Computer Technology Technology Corporation Corporation 4 Country View Road Malvern, PA 19355 Jack L. Messman President and CEO, Cambridge Technology Partners Cambridge Technology Partners (Massachusetts), Inc. 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 800 The Safeguard Building International Fund, L.P. 435 Devon Park Drive Wayne, PA 19087 Hubert J.P. Schoemaker Chairman of the Board and CEO, Neuronyx, Inc. Neuronyx, Inc. 200 Great Valley Parkway Malvern, PA 19355 Harry Wallaesa (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
3 13 * 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. 4 14 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 and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc. 800 The Safeguard Building President , Safeguard Delaware, Inc. 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Delaware, Inc. Wayne, PA 19087 Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Delaware, Inc. Wayne, PA 19087 Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building Vice President and Treasurer, Safeguard Delaware, 435 Devon Park Drive Inc. Wayne, PA 19087 Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Delaware, Inc. 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Delaware, Inc. 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive Delaware, Inc. Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President and Secretary, Safeguard Delaware, Wayne, PA 19087 Inc. DIRECTORS* James A. Ounsworth (Same as above) (Same as above)
* All Executive Officers and Directors are U.S. Citizens. 5 15 SCHEDULE IV 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 and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc. 800 The Safeguard Building President , Safeguard Scientifics (Delaware), Inc. 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Scientifics (Delaware), Wayne, PA 19087 Inc. Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Scientifics (Delaware), Wayne, PA 19087 Inc. Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building Vice President and Treasurer, Safeguard 435 Devon Park Drive Scientifics (Delaware), Inc. Wayne, PA 19087 Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Scientifics (Delaware), 435 Devon Park Drive Inc. Wayne, PA 19087 John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Scientifics (Delaware), 435 Devon Park Drive Inc. Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive Scientifics (Delaware), Inc. Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President and Secretary, Safeguard Wayne, PA 19087 Scientifics (Delaware), Inc. DIRECTORS* James A. Ounsworth (Same as above) (Same as above)
* All Executive Officers and Directors are U.S. Citizens. 6 16 SCHEDULE V All of the following transactions were effected by the executive officers and directors of the Reporting Persons listed below, in brokers' transactions in the Nasdaq National Market.
Name Transaction Date Type of Transaction Shares Price Per Share ---- ---------------- ------------------- ------ --------------- Vincent G. Bell Foundation 8/3/00 sale 1,000 $13.0156
7 17 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 99.1 Stock Purchase Agreement dated as of September 28, 2000 99.2 Registration Rights Agreement dated as of September 28, 2000 99.3 Note Purchase Agreement dated as of May 14, 1999
8