As filed with the Securities and Exchange Commission on March 21, 2003
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFEGUARD SCIENTIFICS, INC.
|
Pennsylvania
(State of Incorporation) |
23-1609753
(I.R.S. Employer Identification No.) |
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945
(Address of principal executive offices, including zip code)
2001 Associates Equity Compensation Plan
(Full title of the plan)
N. Jeffrey Klauder, Esq.
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(Name and Address of Agent for Service)
(610) 293-0600
CALCULATION OF REGISTRATION FEE
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 333-65092 on
Form S-8 as filed with the Securities and Exchange Commission (the
“Commission”) on July 13, 2001, and Registration Statement No. 333-73284 on
Form S-8 as filed with the Commission on November 14, 2001, are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above listed
Registration Statements are hereby incorporated by reference herein.
Item 3.
Incorporation of Documents by Reference
In addition to the documents incorporated by reference in Item 3 of
Registration Statements No. 333-65092 and No. 333-73284 on Form S-8, the
following document filed with the Commission is incorporated by reference in
this Registration Statement:
1. The Registrant’s Annual Report on Form 10-K for the year ended December
31, 2002.
(Telephone Number of Agent for Service)
Proposed
Maximum
Proposed
Amount to
Offering Price
Maximum
Amount of
Be
Per
Aggregate
Registration
Title of securities to be registered
Registered
(1)
Share
(2)
Offering Price
(2)
Fee
(2)
62,520
$
1.685
$
105,346
50,000
$
1.520
76,000
100,000
$
1.260
126,000
987,480
$
1.285
1,268,911
1,200,000
$
1,576,257
$
128
(1)
Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also registers such additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
(2)
Estimated pursuant to Rule 457(c) and 457(h) under the Securities Act of
1933 solely for purposes of calculating the registration fee. The fee is
computed based upon the per share exercise price at which grants may be
exercised as to 425,811 outstanding grants or, as to the remaining 774,189
shares that are reserved for future issuance, based upon $1.285, the average of
the high and low prices for a share of Common Stock of the Registrant on March
17, 2003, as reported on the New York Stock Exchange.
Item 3. Incorporation of Documents by Reference
Item 5. Interests of Named Experts and Counsel.
Item 8. Exhibits.
SIGNATURES
EXHIBIT INDEX
OPINION OF N. JEFFREY KLAUDER, ESQUIRE
CONSENT OF KPMG LLP
Table of Contents
Item 5. Interests of Named Experts and Counsel .
The validity of the issuance of the shares of Common Stock offered hereby has been passed upon for the Registrant by N. Jeffrey Klauder, Esquire, 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Klauder is Managing Director and General Counsel of Safeguard Scientifics, Inc. and beneficially owns 320,125 shares of the Registrant, and holds options to purchase up to 505,000 shares of the Registrant, of which 162,500 options are currently exercisable, and 170,000 deferred stock units.
Item 8. Exhibits .
The following exhibits are filed as part of this Registration Statement.
4.1
2001 Associates Equity Compensation Plan (incorporated by reference to
Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed
on November 14, 2001)
4.2
First Amendment to Safeguard Scientifics, Inc. 2001 Associates Equity
Compensation Plan (incorporated by reference to Exhibit 4.4.1 to the
Registrant’s Annual Report on Form 10-K filed on March 21, 2003)
4.3
Rights Agreement dated as of February 28, 2000, between Safeguard
Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated herein by reference to Exhibit 4 to the Registrant’s
Current Report on Form 8-K filed on February 29, 2000)
5.1
Opinion of N. Jeffrey Klauder, Esquire
23.1
Consent of KPMG LLP
23.2
Consent of Counsel (included in opinion filed as Exhibit 5 hereto)
24.1
Power of Attorney (included with signature page of this Registration Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wayne, Pennsylvania on March 20, 2003.
| SAFEGUARD SCIENTIFICS, INC. | ||||
| By: | /s/ Anthony L. Craig | |||
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| Anthony L. Craig | ||||
| Chief Executive Officer and President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES, CONSTITUTES AND APPOINTS ANTHONY L. CRAIG, CHRISTOPHER J. DAVIS AND N. JEFFREY KLAUDER, AND EACH OF THEM ACTING ALONE, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH.
| Dated: March 20, 2003 | /s/ Anthony L. Craig | |
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| Anthony L. Craig, Chief Executive Officer, President and Director (Principal Executive Officer) | ||
| Dated: March 20, 2003 | /s/ Christopher J. Davis | |
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| Christopher J. Davis, Managing Director and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Dated: March , 2003 | ||
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| Vincent G. Bell, Jr., Director | ||
| Dated: March , 2003 | ||
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| Walter W. Buckley, III, Director | ||
| Dated: March , 2003 | /s/ Julie A. Dobson | |
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| Julie A. Dobson, Director | ||
| Dated: March 18, 2003 | /s/ Robert A. Fox | |
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| Robert A. Fox, Director | ||
| Dated: March 19, 2003 | /s/ Robert E. Keith, Jr. | |
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| Robert E. Keith, Jr., Chairman of the Board |
| Dated: March 18, 2003 | /s/ George MacKenzie | |
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| George MacKenzie, Director | ||
| Dated: March 20, 2003 | /s/ Jack L. Messman | |
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| Jack L. Messman, Director | ||
| Dated: March 19, 2003 | /s/ Russell E. Palmer | |
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| Russell E. Palmer, Director | ||
| Dated: March , 2003 | ||
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| John W. Poduska Sr., Director | ||
| Dated: March 19, 2003 | /s/ John J. Roberts | |
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| John J. Roberts, Director |
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
4.1
2001 Associates Equity Compensation Plan (incorporated by reference to
Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed
on November 14, 2001)
4.2
First Amendment to Safeguard Scientifics, Inc. 2001 Associates Equity
Compensation Plan (incorporated by reference to Exhibit 4.4.1 to the
Registrant’s Annual Report on Form 10-K filed on March 21, 2003)
4.3
Rights Agreement dated as of February 28, 2000, between Safeguard
Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated herein by reference to Exhibit 4 to the Registrant’s
Current Report on Form 8-K filed on February 29, 2000)
5.1
Opinion of N. Jeffrey Klauder, Esquire
23.1
Consent of KPMG LLP
23.2
Consent of Counsel (included in opinion filed as Exhibit 5 hereto)
24.1
Power of Attorney (included with signature page of this Registration Statement)
EXHIBIT 5.1
March 18, 2003
Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
Gentlemen:
I am Managing Director and General Counsel of Safeguard Scientifics, Inc. (the “Company”), and I am delivering this opinion in connection with the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to an aggregate of an additional 1,200,000 shares of Common Stock of the Company, $.10 par value per share (the “Shares”), issuable pursuant to grants made by the Company under the 2001 Associates Equity Compensation Plan (“2001 Plan”).
In this connection, I have reviewed the Company’s Articles of Incorporation, its Bylaws, resolutions of its Board of Directors and shareholders, and such other documents and corporate records as I have deemed appropriate in the circumstances. My opinion is limited solely to matters governed by the laws of the Commonwealth of Pennsylvania and the federal laws of the United States of America.
Based upon the foregoing and consideration of such questions of law as I have deemed relevant, I am of the opinion that the Shares, when issued in accordance with the terms of the 2001 Plan, will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission.
The opinion herein is for the sole benefit of, and may be relied upon only by, the Company.
| Very truly yours, | ||
| /s/ N. Jeffrey Klauder | ||
| N. Jeffrey Klauder | ||
| Managing Director and General Counsel |
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
We consent to the use of our report dated February 12, 2003, except for Note 22
as to which the date is March 12, 2003, included in the Company’s annual report
on Form 10-K for the year ended December 31, 2002, which has been incorporated
herein by reference.
Our report dated February 12, 2003 on the consolidated financial statements of
Safeguard Scientifics, Inc. and consolidated subsidiaries as of and for the
year ended December 31, 2002, contains an explanatory paragraph that the
company adopted SFAS No. 142 “Goodwill and Other Intangible Assets” on January
1, 2002 and SFAS No. 133 “Accounting for Derivative Instruments and Hedging
Activities” on January 1, 2001.
/s/ KPMG LLP
Philadelphia, Pennsylvania
Safeguard Scientifics, Inc.:
March 20, 2003