UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of report (Date of earliest event reported)
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February 29, 2008 |
Safeguard Scientifics, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Pennsylvania
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1-5620
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23-1609753 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 435 Devon Park Drive, Building 800, Wayne, PA
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19087 |
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(Zip Code) |
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| Registrant’s telephone number, including area code
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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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. Entry into a Material Definitive Agreement.
On February 29, 2008, the Registrant entered into a Purchase Agreement (the “Purchase Agreement”)
with Saints Capital Dakota, L.P. (“Saints”). At the closing of the transaction, Registrant will
transfer to Saints all of its interests in six of its partner companies: Acsis, Inc, Alliance
Holdings, Inc., Laureate Pharma, Inc., Neuronyx, Inc., NextPoint Networks, Inc. and ProModel
Corporation (the “Transferred Companies”). Saints is a special purpose entity established by
Saints Capital, a merchant venture capital firm based in San Francisco, CA.
Under the terms of the Agreement, at the closing Saints will pay $100 million in cash to the
Registrant for its interests in the Transferred Companies (including $10 million which will be held
in escrow through April 2009 in connection with Registrant’s indemnification obligations under the
Purchase Agreement). In addition, Registrant will be released from an aggregate of $31.5 million
in bank guaranties that it currently provides for the benefit of certain of the Transferred
Companies. Registrant expects to report a gain on the transaction of approximately $16 million
when it closes.
The completion of the transaction is subject to customary conditions and is expected to occur in
the second quarter of 2008. The Purchase Agreement contains customary representations, warranties
and indemnification obligations of the parties to the transaction.
The information set forth above is qualified in its entirety by reference to the Purchase
Agreement, attached hereto as Exhibit 2.1, which is incorporated herein by reference. A copy of
the press release issued by Registrant in connection with the Purchase Agreement is attached hereto
as Exhibit 99.1.
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| ITEM 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
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2.1 |
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Purchase Agreement, dated as of February 29, 2008, by and between Safeguard
Scientifics, Inc., as Seller, and Saints Capital Dakota, L.P., as Purchaser. |
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99.1 |
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Press Release dated March 3, 2008 |