SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)(1)
ChromaVision Medical Systems, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
17111P 10 4
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(CUSIP Number)
N. Jeffrey Klauder
Managing Director and General Counsel
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(610) 293-0600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 26, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(continued on following pages)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
CUSIP No. 17111P 10 4 13D Page 2 of 12
1 NAME OF REPORTING PERSON
Safeguard Scientifics, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-1609753
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 23,175,964
PERSON WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
23,175,964
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,175,964
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.7%
14 TYPE OF REPORTING PERSON
CO
* Excludes an aggregate of 51,915 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations, trusts and limited partnerships that are either controlled by them
or over which they exercise shared voting or dispositive power. Safeguard
Scientifics, Inc. disclaims beneficial ownership of such shares.
CUSIP No. 17111P 10 4 13D Page 3 of 12
1 NAME OF REPORTING PERSON
Safeguard Delaware, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
52-2081181
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 19,737,243
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,737,243
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,737,243
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 17111P 10 4 13D Page 4 of 12
1 NAME OF REPORTING PERSON
Safeguard Scientifics (Delaware), Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
51-0291171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,438,721
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,438,721
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,438,721
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
14 TYPE OF REPORTING PERSON
CO
Page 5 of 12
The following information supplements and amends the information contained in
the Schedule 13D and amendments thereto previously filed by Safeguard
Scientifics, Inc. ("Safeguard") relating to the ownership by its subsidiaries of
the common stock, $0.01 par value per share, of ChromaVision Medical Systems,
Inc., a Delaware corporation (the "Company"), listed on the cover pages of this
amendment.
ITEM 2. IDENTITY AND BACKGROUND
No change except as follows:
(a) - (c) This Schedule 13D is being filed by Safeguard, Safeguard Delaware,
Inc. ("SDI") and Safeguard Scientifics (Delaware), Inc. ("SSD") (collectively,
the "Reporting Persons" and, individually, a "Reporting Person"). Safeguard is
an operating company that creates long-term value by focusing on
technology-related companies that are developed through superior operations and
management support. SSD and SDI are wholly owned subsidiaries of Safeguard. Set
forth in Schedule I annexed hereto are the name, identity and background of each
Reporting Person and set forth in Schedules II, III and IV is the information
required by Item 2 of Schedule 13D about the identity and background of each
Reporting Person's directors, executive officers and controlling persons, if
any.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Add the following to Item 3:
On February 26, 2003, Safeguard, SDI and the Company entered into a Securities
Purchase Agreement pursuant to which SDI purchased 4,646,408 shares of Company
common stock at a purchase price of $1.0761 per share, or an aggregate of
$5,000,000. The funds used in this transaction came from the general working
capital of Safeguard. SDI and the Company also entered into a Registration
Rights Agreement, dated as of February 26, 2003, pursuant to which SDI and its
affiliates have rights to have shares of common stock owned by SDI and its
affiliates registered under the Securities Act of 1933, as amended.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction described herein was to acquire additional shares
of Company common stock and to provide the Company with needed working capital.
Safeguard intends to review, from time to time, its interest in the Company's
business, financial condition, results of operations and prospects, economic and
industry conditions, as well as other developments and other acquisition
opportunities. Based upon these considerations, Safeguard may seek to acquire
additional shares of common stock of the Company, or to dispose of all or a
portion of its shares of the Company.
Safeguard has a strategic relationship with the Company and, accordingly, one
employee of Safeguard is currently a member of the Board of Directors of the
Company. Safeguard anticipates that this strategic relationship will continue.
Safeguard reserves the right to change its plans and intentions at any time and
to take any action, with respect to the Company or any of its debt or equity
securities, in any manner permitted by law.
Other than as set forth in Item 3 or Item 4 of this statement or as disclosed in
previous amendments to Schedule 13D, each Reporting Person currently has no plan
or proposal which relates to, or may result in, any of the matters listed in
Items 4(a) - (i) of Schedule 13D (although each Reporting Person reserves the
right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Replace the disclosure previously contained in Item 5 with the following:
The table below sets forth the aggregate number of shares and percentage of the
Company's outstanding shares beneficially owned by each Reporting Person as of
February 26, 2003. The information contained in rows 6 through 11 on each of the
cover pages hereto is hereby incorporated by reference into this Item 5.
Page 6 of 12
Unless otherwise indicated in Schedule V annexed hereto, no Reporting Person or
director or executive officer of a Reporting Person listed on Schedules II
through IV annexed hereto has consummated any transaction in the Company's
shares during the past sixty days other than as set forth herein.
Beneficial Ownership
--------------------
Number of Percentage
Shares of Total(1)
------ -----------
Safeguard Scientifics, Inc. (2) 23,175,964 61.7%
Safeguard Delaware, Inc. (3) 19,737,243 52.6%
Safeguard Scientifics (Delaware), Inc. 3,438,721 9.2%
(1) Calculations based upon 37,492,493 shares outstanding.
(2) Includes the 19,675,328 directly held shares and warrants to purchase
61,915 shares beneficially owned by Safeguard Delaware, Inc. (SDI) and
the 3,438,721 shares beneficially owned by Safeguard Scientifics
(Delaware), Inc. (SSD). Safeguard is the sole stockholder of each of
SDI and SSD. Safeguard and each of SDI and SSD have reported that
Safeguard, together with each of SDI and SSD, respectively, have shared
voting and dispositive power with respect to the shares beneficially
owned by each of SDI and SSD, respectively. Excludes an aggregate of
51,915 shares of common stock held by certain executive officers and
directors of Reporting Persons and 501(c)(3) foundations, trusts and
limited partnerships that are either controlled by them or over which
they exercise shared voting or dispositive power, of which Safeguard
disclaims beneficial ownership.
(3) Includes warrants to purchase 61,915 shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In addition to the agreements previously filed as exhibits to Schedule 13D and
amendments thereto, Safeguard, SDI and the Company are parties to the Securities
Purchase Agreement dated February 26, 2003, pursuant to which SDI acquired
shares of common stock from the Company. In connection with this transaction,
SDI and the Company also entered into a Registration Rights Agreement dated
February 26, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
99.14 Securities Purchase Agreement by and among Safeguard
Scientifics, Inc., Safeguard Delaware, Inc., and ChromaVision
Medical Systems, Inc. dated February 26, 2003
99.15 Registration Rights Agreement between Safeguard Delaware, Inc.
and ChromaVision Medical Systems, Inc. dated February 26,
2003.
Page 7 of 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this schedule is true, complete and correct.
Date: March 3, 2003 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
-------------------------------
N. Jeffrey Klauder
Managing Director
Date: March 3, 2003 Safeguard Delaware, Inc.
By: /s/ N. Jeffrey Klauder
-------------------------------
N. Jeffrey Klauder
Vice President
Date: March 3, 2003 Safeguard Scientifics (Delaware), Inc.
By: /s/ N. Jeffrey Klauder
-------------------------------
N. Jeffrey Klauder
Vice President
Page 8 of 12
SCHEDULE I
1. Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc., a Pennsylvania corporation
("Safeguard"), owns all of the outstanding capital stock of
Safeguard Delaware, Inc., a Delaware corporation ("SDI"), and
Safeguard Scientifics (Delaware), Inc., a Delaware corporation
("SSD"). Safeguard has an address at 800 The Safeguard
Building, 435 Devon Park Drive, Wayne, PA 19087-1945.
Safeguard is an operating company that creates long-term value
by focusing on technology-related companies that are developed
through superior operations and management support. See
Schedule II with respect to the executive officers and
directors of Safeguard as of the date of this amendment to
Schedule 13D.
2. Safeguard Delaware, Inc.
SDI is a wholly owned subsidiary of Safeguard. SDI is a
holding company and has an office at 103 Springer Building,
3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. SDI
is the general partner of Safeguard 98 Capital L.P.
("Safeguard 98"), a Delaware limited partnership. Schedule III
provides information about the executive officers and
directors of SDI as of the date of this amendment to Schedule
13D.
3. Safeguard Scientifics (Delaware), Inc.
SSD is a wholly owned subsidiary of Safeguard. SSD is a
holding company and has an office at 103 Springer Building,
3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803.
Schedule IV provides information about the executive officers
and directors of SSD as of the date of this amendment to
Schedule 13D.
Page 9 of 12
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Chief Executive Officer and Safeguard Scientifics,Inc.
Director 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Michael F. Cola Managing Director, Corporate Operations Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Managing Director and Chief Financial Safeguard Scientifics,Inc.
Officer 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Anthony A. Ibarguen Managing Director, Business & IT Services Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Managing Director and General Counsel Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Robert E. Keith, Jr. Managing Director of TL Ventures and TL Ventures
President and CEO, Technology Leaders 435 Devon Park Drive, Bldg. 700
Management, Inc. Wayne, PA 19087
Anthony L. Craig Same as above Same as above
Vincent G. Bell, Jr. President and Chief Executive Officer, Verus Corporation
Verus Corporation 5 Radnor Corporate Center, Suite 520
Radnor, PA 19087
Walter W. Buckley, III Chairman and CEO, Internet Capital Group, Internet Capital Group
Inc. 435 Devon Park Drive, Bldg. 600
Wayne, PA 19087
Julie A. Dobson Consultant 12617 Greenbriar Road
Potomac, MD 20854
Robert A. Fox President, R.A.F. Industries R.A.F. Industries
One Pitcairn Place, Suite 2100
165 Township Line Road
Jenkintown, PA 19046-3593
George MacKenzie Consultant 360 High Ridge Road
Chadds Ford, PA 19317
Jack L. Messman Chairman and CEO, Novell, Inc. Novell, Inc.
404 Wyman Street, Suite 500
Waltham, MA 02451
Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group
3600 Market Street, Suite 530
Philadelphia, PA 19104
John W. Poduska Sr. Consultant 295 Meadowbrook Rd.
Weston, MA 02493-2450
John J. Roberts Consultant 1007 Canterbury Lane
Villanova, PA 19085
* All Executive Officers and Directors are U.S. Citizens.
Page 10 of 12
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Safeguard Delaware, Inc.; Safeguard Scientifics, Inc.
President and CEO, Safeguard Scientifics, 800 The Safeguard Building
Inc. 435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc.
Delaware, Inc.; Managing Director and CFO, 800 The Safeguard Building
Safeguard Scientifics, Inc. 435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc.
Safeguard Delaware, Inc.; Managing 800 The Safeguard Building
Director and General Counsel, Safeguard 435 Devon Park Drive
Scientifics, Inc. Wayne, PA 19087
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
Page 11 of 12
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Safeguard Scientifics Safeguard Scientifics, Inc.
(Delaware), Inc.; President and CEO, 800 The Safeguard Building
Safeguard Scientifics, Inc. 435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc.
Scientifics (Delaware), Inc.; Managing 800 The Safeguard Building
Director and CFO, Safeguard Scientifics, 435 Devon Park Drive
Inc. Wayne, PA 19087
N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc.
Safeguard Scientifics (Delaware), Inc.; 800 The Safeguard Building
Managing Director and General Counsel, 435 Devon Park Drive
Safeguard Scientifics, Inc. Wayne, PA 19087
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
Page 12 of 12
SCHEDULE V
All of the following transactions were effected by the executive officers and
directors of the Reporting Persons listed below, in brokers' transactions in the
Nasdaq National Market.
Name Date Type of Transaction Shares Price Per Share
---- ---- ------------------- ------ ---------------
None