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
May 10, 1999
Date of Report (Date of earliest event reported)
Safeguard Scientifics, Inc.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 1-5620 23-1609753
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Commission File Number) Identification Number)
800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 293-0600
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(Not applicable)
(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 10, 1999 Safeguard Scientifics, Inc.'s majority-owned subsidiary,
CompuCom Systems, Inc. ("CompuCom"), entered into an Asset Purchase Agreement
with Entex Information Services, Inc. ("Entex") whereby CompuCom acquired
certain assets of Entex's (herein so called) Technology Acquisition Services
Division ("TASD"). A copy of the Asset Purchase Agreement is attached hereto as
Exhibit 2.1. Under the terms of the Asset Purchase Agreement, CompuCom purchased
product inventory, certain fixed assets and Entex's Erlanger, Kentucky
distribution center for approximately $137 million in cash. These assets were
used by Entex primarily in its business as a systems integrator of personal
computer products. CompuCom intends to sell the product inventory, which
comprised the vast majority of the acquired assets, in the normal course of its
business. As part of the acquisition, CompuCom hired certain of TASD's national
sales force and its corporate account center personnel.
The purchase price was determined through negotiations conducted by
representatives of CompuCom and Entex. There are no material relationships
known to CompuCom between Entex and CompuCom or any of its affiliates, any
director or any officer of CompuCom or any associate of any such director or
officer.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The financial statements required by Item 7(a) and Item 7(b) of Form 8-K
will be filed pursuant to an amendment to Form 8-K no later than 75 days
following the date of acquisition of the assets on May 10, 1999.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of May 10, 1999 by and between
CompuCom Systems, Inc. and Entex Information Services, Inc.
10.1 Non-Competition, Referral and Non-Disclosure Agreement dated as of May
10, 1999, by and between CompuCom Systems, Inc. and ENTEX Information
Services, Inc.
99.1 Text of Press Release dated May 21, 1999 issued by Safeguard
Scientifics, Inc.
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.
(Registrant)
Date: May 25, 1999 By: /S/ JAMES A. DUNSWORTH
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James A. Dunsworth, Senior Vice
President and General
Counsel