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. 3 - Final Amendment
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
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. [x]
INTRODUCTORY STATEMENT
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO, filed with the Securities and Exchange Commission on December
21, 2001, as amended (the "Schedule TO"), 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").
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended to provide the following
information:
The Offer to Exchange expired at 12:00 midnight, Eastern Standard Time,
on January 22, 2002. Pursuant to the Offer to Exchange, the Company has accepted
for exchange Eligible Options to purchase an aggregate of 1,516,070 shares of
the Company's Common Stock. The Company will issue 419,625 shares of Restricted
Stock in exchange for the Eligible Options surrendered in the offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 3 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 23, 2002