-----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, QNRd10E+3Sfzjakb5/rFkP9+uSzokiy2xVVYLqXZAXt+0G9F4KUpqJIvsoIj1OED iet4ABzZdzDb60l4gb3ahQ== 0000893220-02-000047.txt : 20020413 0000893220-02-000047.hdr.sgml : 20020413 ACCESSION NUMBER: 0000893220-02-000047 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020118 SUBJECT COMPANY: 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10188 FILM NUMBER: 2512445 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 CORP DATE OF NAME CHANGE: 19690521 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 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 TO-I/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 CORP DATE OF NAME CHANGE: 19690521 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 SC TO-I/A 1 w56727ascto-ia.txt SAFEGUARD SCIENTIFICS, INC. TENDER OFFER SC TO-I ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 ---------------- SAFEGUARD SCIENTIFICS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ---------------- Options to Purchase Common Stock, Par Value $0.10 Per Share, Having an Exercise Price of More Than $15.00 (Title of Class of Securities) ---------------- 786449 10 8 (CUSIP Number of Class of Securities) (Underlying Common Stock) ---------------- N. Jeffrey Klauder Executive Vice President and General Counsel Safeguard Scientifics, Inc. Building 800, 435 Devon Park Drive Wayne, Pennsylvania 19087 (610) 293-0600 (Name,address and telephone number of person authorized to receive notices and communications on behalf of filing person) CALCULATION OF FILING FEE Transaction valuation* Amount of filing fee - ---------------------- -------------------- $1,472,191 $295** * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,604,171 shares of common stock of Safeguard Scientifics, Inc. having an aggregate value of $5,406,056 as of December 20, 2001 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. ** Previously paid. [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with 1 which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing party: Not applicable. Date filed: Not applicable. [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [_] ================================================================================ 2 INTRODUCTORY STATEMENT. This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 21, 2001, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on January 17, 2002, relating to our offer to the current employees of the Company and its wholly-owned subsidiary, aligne, Inc., to exchange, for compensatory purposes, options outstanding under the Company's 1990 Stock Option Plan, the 1999 Equity Compensation Plan and the 2001 Associates Equity Compensation Plan, all as amended to date (collectively, the "Equity Plans") to acquire options to purchase shares of the Company's Common Stock, par value $0.10 per share ("Option Shares"), having an exercise price of more than $15.00 (the "Eligible Options"), in exchange for shares of the Company's restricted common stock that will be granted under the Equity Plans (the "Restricted Stock"), upon the terms and subject to the conditions described in the Offer to Exchange, and the related cover letter dated December 21, 2001 and the Supplement dated January 17, 2002 (the "Cover Letter" and, together with the Offer to Exchange and Supplement, as they may be amended from time to time, the "Offer"),. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and restated as follows: (a)(1) Offer to Exchange, dated December 21, 2001.* (a)(2) Form of Cover Letter to Eligible Option Holders and Summary of Terms.* (a)(3) Form of Election Form.* (a)(4) Form of Notice of Change in Election.* (a)(5) Safeguard Scientifics, Inc. Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001and incorporated herein by reference. (a)(6) Safeguard Scientifics, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the Securities and Exchange Commission on November 14, 2001 and incorporated herein by reference. (a)(7) Supplement, dated January 17, 2002, to Offer to Exchange, dated December 21, 2001.** (a)(8) Supplement, dated January 18, 2002, to Offer to Exchange, dated December 21, 2001. (b) Not applicable. (d)(1) Safeguard Scientifics, Inc. 1999 Equity Compensation Plan. Filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (d)(2) Safeguard Scientifics, Inc. 2001 Associates Equity Compensation Plan. Filed as Exhibit 4.1 to the Company's Form S-8, filed with the Securities and Exchange Commission on November 14, 2001 and incorporated herein by reference. (d)(3) Safeguard Scientifics, Inc. 1990 Stock Option Plan, filed as Exhibit 4.3 to the Company's 3 Annual Report on Form 10-K for the year ended December 31, 1996 filed with the Securities and Exchange Commission on March 31, 1997 and incorporated herein by reference. (d)(4) Form of Restricted Stock Agreement.* (g) Not applicable. (h) Not applicable. - ---------------------------- * Previously filed on issuer's Schedule TO on December 21, 2001. ** Previously filed on issuer's Schedule TO Amendment No. 1 on January 17, 2002. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to the Schedule TO is true, complete and correct. SAFEGUARD SCIENTIFICS, INC. /s/ N. Jeffrey Klauder N. Jeffrey Klauder Executive Vice President and General Counsel Date: January 18, 2002 5 INDEX TO EXHIBITS
Exhibit Number Description ------ ----------- (a)(8) Supplement, dated January 18, 2002, to Offer to Exchange, dated December 21, 2001
6 EX-99.(A)(8) 4 w56727aex99-a8.txt SUPPLEMENT DATED JANUARY 18, 2002 EXHIBIT (a)(8) SUPPLEMENT NO. 2 DATED JANUARY 18, 2002 TO OFFER TO EXCHANGE DATED DECEMBER 21, 2001 SAFEGUARD SCIENTIFICS, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR RESTRICTED STOCK - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT EASTERN STANDARD TIME, ON JANUARY 22, 2002, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- Safeguard Scientifics, Inc. (the "Company" or "Safeguard") is offering to the current employees of the Company and its wholly-owned subsidiary, aligne, Inc., to exchange, for compensatory purposes, options outstanding under the Company's 1990 Stock Option Plan, the 1999 Equity Compensation Plan and the 2001 Associates Equity Compensation Plan, all as amended to date (collectively, the "Equity Plans") to acquire options to purchase shares of the Company's Common Stock, par value $0.10 per share ("Option Shares"), having an exercise price of more than $15.00 (the "Eligible Options"), in exchange for shares of the Company's restricted common stock that will be granted under the Equity Plans (the "Restricted Stock"), upon the terms and subject to the conditions described in the Offer to Exchange, the related cover letter (the "Cover Letter") and the Supplement dated January 17, 2002 ("Supplement No. 1" and, together with the Offer to Exchange and Cover Letter, as they may be amended from time to time, the "Offer"). We are making this offer upon the terms and subject to the conditions described in the Offer to Exchange, the Cover Letter, the Summary of Terms and the Supplement No. 1 previously sent to you, together with this Supplement No. 2, as each may be amended from time to time (collectively, the "Offering Documents"). You should direct questions about this offer or requests for assistance or for additional copies of the Offering Documents to Deirdre Blackburn at (610) 975-4943 or N. Jeffrey Klauder at (610) 975-4984. To the extent that any inconsistencies exist between this Supplement No. 2 and the other Offering Documents, this Supplement No. 2 will govern. TABLE OF CONTENTS PAGE Introductory Statement 1 Conditions of Offer 1 INTRODUCTORY STATEMENT The following information amends and supplements our Offer to Exchange dated December 21, 2001 and the Supplement dated January 17, 2002. Pursuant to this Supplement No. 2, we are amending and restating the information discussed below. Except to the extent expressly set forth, this Supplement No. 2 does not alter the terms and conditions previously set forth in the Offer to Exchange and Supplement No. 1, and should be read in conjunction with the Offer to Exchange and Supplement No. 1. CONDITIONS OF OFFER As described in Section 6 of the Offer to Exchange, the offer is subject to certain conditions. You must be an active employee of Safeguard on the date the offer is made and continue to be an active employee on the date it expires. If you accept this offer with respect to any Eligible Option, you must exchange all Eligible Options. However, you are not required to exchange any of your Eligible Options. Notwithstanding any other provision of the Offer to Exchange, we will not be required to accept any Eligible Options that you tender for exchange, and we may terminate or amend the offer, or postpone our acceptance and cancellation of any Eligible Options that you elect to exchange, in each case at any time on or before 12:00 midnight, Eastern Standard Time, on January 22, 2002 (or such later date if we extend the Offer to Exchange), if we determine that any of the following events have occurred that, in our reasonable judgment, makes it inadvisable for us to proceed with the Offer to Exchange or to accept and cancel Eligible Options that you tender for exchange: - any action proceeding by any government agency, authority or tribunal or any other person, domestic or foreign, is threatened or pending before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offer to Exchange, the acquisition of some or all of the Eligible Options, the issuance of Restricted Stock, or otherwise relates to the Offer to Exchange or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), income, operations or prospects or materially impair the benefits we believe we will receive from the Offer to Exchange; - any action is threatened, pending or taken, or any approval is withheld, by any court or any authority, agency, tribunal or any person that, in our reasonable judgment, would or might directly or indirectly: (a) make it illegal for us to accept some or all of the Eligible Options or to issue some or all of the Restricted Stock or otherwise restrict or prohibit consummation of the Offer to Exchange or otherwise relate to the Offer to Exchange; (b) delay or restrict our ability, or render us unable, to accept the Eligible Options for exchange and cancellation or to issue Restricted Stock for some or all of the exchanged eligible options; (c) materially impair the benefits we believe we will receive from the Offer to Exchange; or (d) (materially and adversely affect our business, condition (financial or other), income, operations, or prospects; - any change or changes occur in our business, condition (financial or other), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to us. There are no other conditions to the Offer to Exchange other than as described in this Supplement No. 2. The conditions to the Offer to Exchange are for our benefit. We may assert them in our discretion before the expiration date and we may waive them at any time before the expiration date, whether or not we waive any other condition to the Offer to Exchange. Should we decide to waive any of the conditions to the Offer to Exchange, we must do so before 12:00 midnight, Eastern Standard Time, on January 22, 2002 (or by a later expiration date if the Offer to Exchange is extended). Our failure to exercise any of these rights is not a waiver of any of these rights. The waiver of any particular right is not, and shall not be construed as, the waiver of any other right. However, once we choose to waive a particular right, we may not reassert that particular right again in this Offer to Exchange. Any determination we make concerning the events as described above will be final and binding on everyone. -----END PRIVACY-ENHANCED MESSAGE-----