UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2009

Safeguard Scientifics, Inc.
(Exact name of registrant as specified in its charter)
         
Pennsylvania   1-5620   23-1609753
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
435 Devon Park Drive, Building 800, Wayne, PA
  19087
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 610-293-0600
 
Not applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 26, 2009, Safeguard Scientifics, Inc. (the “Company”) filed an Amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles Amendment”) with the Department of State of the Commonwealth of Pennsylvania, which became effective at 11:59 p.m. prevailing Eastern time on August 26, 2009. The Articles Amendment effected the previously announced reverse stock split of the Company’s outstanding common stock at a ratio of one-for-six (the “Reverse Split”). A copy of the Articles Amendment is attached as Exhibit 3.1 to this report and is incorporated by reference herein in its entirety. On August 27, 2009, the Company issued a press release announcing the completion of the Reverse Split. The press release is attached as Exhibit 99.1 to this report.

As a result of the Articles Amendment, the Company’s authorized share capital was reduced to 84,333,333 shares, consisting of 1,000,000 shares of preferred stock, par value $0.10 per share, 150,000 of which are designated Series A Junior Participating Preferred Shares, and 83,333,333 shares of common stock, par value $0.10 per share. As a result of the Reverse Split, the number of issued and outstanding shares of common stock was reduced to approximately 20.4 million. The actual number of shares outstanding will depend upon the number of fractional shares which result from the reverse split and which will be cashed out.

The new CUSIP number for the Company’s common stock is 786449 207.

ITEM 8.01. Other Events

A. The Company currently has seven active registration statements on Form S-8 on file with the Securities and Exchange Commission (the “SEC”) that register shares offered pursuant to awards under incentive equity compensation plans. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this report is, therefore, intended to be automatically incorporated by reference into each of the active registration statements on Form S-8 listed below, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of common stock deemed to be covered by each of the following effective registration statements of the Company will be proportionately reduced to give effect to the Reverse Split:

1.   Registration Statement No. 333-86777 on Form S-8;
2.   Registration Statement No. 333-65092 on Form S-8;
3.   Registration Statement No. 333-73284 on Form S-8;
4.   Registration Statement No. 333-103976 on Form S-8;
5.   Registration Statement No. 333-118046 on Form S-8;
6.   Registration Statement No. 333-129617 on Form S-8;
7.   Registration Statement No. 333-147174 on Form S-8.

 

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ITEM 9.01. Financial Statements and Exhibits

             
(d)   Exhibits

 
    3.1     Amendment to Second Amended and Restated Articles of Incorporation
 
 
    99.1     Press Release dated August 27, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Safeguard Scientifics, Inc.

     
Dated: August 27, 2009 By: BRIAN J. SISKO
    Brian J. Sisko
Senior Vice President and General Counsel

 

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EXHIBIT 3.1
ARTICLES OF AMENDMENT-DOMESTIC CORPORATION
(15 Pa. C.S.)
Business Corporation (§ 1915)
         
Name:
  Safeguard Scientifics, Inc.
Attention: Brian J. Sisko, Senior Vice President and General Counsel 		  Document will be returned to
the name and address you
Address:
  435 Devon Park Drive, Building 800
Wayne, PA 19087-1945 		  enter to the left
In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its Articles, hereby states that:
1.     The name of the corporation is:
Safeguard Scientifics, Inc.
  2. The address of this corporation’s current registered office in this Commonwealth is:
435 Devon Park Drive, Building 800
Wayne, Pennsylvania 19087-1945

Chester County
3.     The statute by or under which it was incorporated is Act of May 5, 1933, P.L. 364, as amended.
4.     The date of its incorporation: September 11, 1953.
5.     The amendment shall be effective at 11:59 P.M. on August 26, 2009.
6.     The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c).
7.     The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 26th day of August, 2009.
         
  SAFEGUARD SCIENTIFICS, INC.
  		 
  By:   /s/ Brian J. Sisko    
    Brian J. Sisko   
    Senior Vice President and General Counsel   

 

 

 

         
Exhibit A
The first paragraph of Article 5 TH is hereby amended and restated in its entirety as follows:
5 TH The Corporation shall be authorized to issue 84,333,333 shares of capital stock, which shall be divided into 83,333,333 shares of Common Stock, with a par value of ten cents ($.10) per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, with a par value of ten cents ($.10) per share (the “Preferred Stock”), 150,000 of which are designated Series A Junior Participating Preferred Shares (the “Series A Preferred Shares”). Effective upon the filing of the Articles of Amendment containing this Amendment with the Pennsylvania Secretary of State, every six outstanding shares of Common Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Common Stock. The authorized shares of Common Stock of the Corporation shall be reduced proportionately to the number of shares set forth above in this Article 5 TH . No fractional share(s) shall be issued in connection with the foregoing stock split. The Corporation shall pay to each shareholder who would otherwise be entitled to a fractional share as a result of such change the value of such fractional share based upon the average closing price of a share of the Corporation’s Common Stock, as reported on the New York Stock Exchange consolidated tape, for the 10 trading days immediately preceding the effective date of the reverse stock split (as adjusted for that reverse stock split).

 

 

     
  EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
John E. Shave
Vice President, Business Development and Corporate Communications
610.975.4952
SAFEGUARD SCIENTIFICS 1:6 REVERSE STOCK SPLIT TAKES EFFECT TODAY
Transaction Intended to Broaden Appeal to Institutional Investors
Wayne, PA, August 27, 2009 — Effective today, August 27, shares of common stock of Safeguard Scientifics, Inc. (NYSE: SFE), a holding company that builds value in growth-stage life sciences and technology companies, have been split 1-for-6. Safeguard shares will continue to trade on the New York Stock Exchange under the symbol SFE. With the transaction, Safeguard has been assigned a new CUSIP number — 786449 20 7.
“Our reverse split takes effect today with the commencement of pre-market trading,” said Peter J. Boni , Safeguard President and Chief Executive Officer. “We believe this transaction will broaden Safeguard’s appeal to institutional investors, and reduce transaction costs and certain administrative expenses. Moreover, the reverse split comes at a time when Safeguard’s strategic execution and focus on fundamentals are strengthening the company’s financial position, creating value in our portfolio companies and enhancing long-term shareholder value.”
Safeguard shareholders will receive one new share of Safeguard common stock for every six shares held. The reverse split, which was approved by Safeguard shareholders in July 2008, will reduce the number of shares of outstanding common stock from approximately 122.3 million to approximately 20.4 million. The number of authorized shares of common stock will be reduced from 500.0 million to approximately 83.3 million. Proportional adjustments will be made to Safeguard’s convertible debentures, stock options, deferred stock units, equity compensation plans and other equity incentive awards. In lieu of fractional shares, shareholders will receive cash. Cash payments for fractional shares will be determined on the basis of the stock’s average closing price for the period August 13, 2009 to August 26, 2009, adjusted for the reverse stock split. The reverse stock split will not negatively affect any of the rights that accrue to holders of Safeguard common stock, convertible debentures, options, deferred stock units or other securities convertible into the company’s common stock.
Shareholders with certificated shares are required to exchange their stock certificates for new book entry shares representing the appropriate number of shares of common stock resulting from the split. Safeguard’s transfer agent, BNY Mellon Shareowner Services, is the exchange agent for the reverse split and will distribute a letter of transmittal to shareholders with instructions for surrendering old stock certificates. For more information on Safeguard’s reverse stock split, see the Reverse Stock Split FAQs at www.safeguard.com/reversesplit .
About Safeguard Scientifics
Founded in 1953 and based in Wayne, PA, Safeguard Scientifics, Inc. (NYSE: SFE) provides growth capital for entrepreneurial and innovative life sciences and technology companies. Safeguard targets life sciences companies in Molecular and Point-of-Care Diagnostics, Medical Devices, Regenerative Medicine and Specialty Pharmaceuticals, and technology companies in Internet / New Media, Financial Services IT and Healthcare IT with capital requirements of up to $25 million. Safeguard participates in expansion financings, corporate spin-outs, management buyouts, recapitalizations, industry consolidations and early-stage financings. www.safeguard.com

 

 

 

Forward-looking Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties. The risks and uncertainties that could cause actual results to differ materially, include, among others, managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, the ability to execute our strategy, the uncertainty of the future performance of our companies, acquisitions and dispositions of companies, the inability to manage growth, compliance with government regulations and legal liabilities, additional financing requirements, the effect of economic conditions in the business sectors in which our companies operate, and other uncertainties described in the Company’s filings with the Securities and Exchange Commission. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.
Information Regarding the Reverse Split and Safeguard’s Shareholders’ Rights Plan
Safeguard adopted a Shareholders’ Rights Plan in 2000 and is party to a related Rights Agreement, dated February 28, 2000. Pursuant to the terms of the Rights Agreement, Safeguard has issued one Right for each share of Common Stock outstanding prior to the reverse stock split described in this release, and each Right currently trades with the share of Common Stock with which it is associated. Pursuant to the adjustment mechanism set forth in Section 11(p) of the Rights Agreement, each share of Common Stock outstanding following the reverse stock split will be associated with, and will trade with, six Rights.