FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1999 Commission File Number 1-5620
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SAFEGUARD SCIENTIFICS, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1609753
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(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
800 The Safeguard Building, 435 Devon Park Drive Wayne, PA 19087
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (610) 293-0600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No ____
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Number of shares outstanding as of August 30, 1999
Common Stock 34,760,585
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
Number Description
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2.1 Asset Purchase Agreement, dated as of May 10, 1999 by
and between CompuCom Systems, Inc. and Entex
Information Services, Inc./(2)/
4.1 Safeguard Scientifics, Inc. 1999 Equity Compensation
Plan/(3)/
4.2 Indenture, dated as of June 9, 1999, between Safeguard
Scientifics, Inc. and Chase Manhattan Trust Company,
National Association, as trustee, including the form of
5.0% Convertible Subordinated Note due 2006 *
4.3 Purchase Agreement of Safeguard Scientifics, Inc. to
issue and sell to Credit Suisse First Boston
Corporation Convertible Subordinated Notes due June 15,
2006. (Exhibits omitted)/(3)/
4.4 Registration Rights Agreement between Safeguard
Scientifics, Inc. and Credit Suisse First Boston
Corporation *
10.1 Amendment to Amended and Restated Credit Agreement,
dated April 12, 1999, among Safeguard Scientifics,
Inc., Safeguard Scientifics (Delaware), Inc., Safeguard
Delaware, Inc. and PNC Bank, N.A. (Exhibits omitted).
/(1)/
10.2 Form of Promissory Notes dated June 11, 1999 given by
certain executives for advances by Safeguard of income
tax withholdings on restricted stock grants/(3)/
10.3 Non-Competition, Referral and Non-Disclosure Agreement
dated as of May 10, 1999, by and between CompuCom
Systems, Inc. and ENTEX Information Services, Inc./(2)/
10.4 CompuCom Receivables MasterTrust I Pooling and
Servicing Agreement, dated as of May 7, 1999, between
Norwest Bank Minnesota National Association, CompuCom
Systems, Inc., and CSI Funding, Inc./(3)/
10.5 CompuCom Receivables MasterTrust I Pooling and
Servicing Agreement Series 1999-1 Supplement, dated as
of May 7, 1999, among PNC Bank, National Association,
Market Street Capital Corporation, Norwest Bank
Minnesota, National Association, CompuCom Systems,
Inc., and CSI Funding, Inc./(3)/
10.6 Inventory and Working Capital Financing Agreement,
dated as of May 11, 1999, between IBM Credit
Corporation and CompuCom Systems, Inc./(3)/
10.7 Attachment A to Inventory and Working Capital Financing
Agreement dated May 11, 1999./(3)/
10.8 Receivables Contribution and Sale Agreement dated May
7, 1999 between CompuCom Systems, Inc. and CSI Funding,
Inc./(3)/
27 Financial Data Schedule (electronic filing only)/(3)/
* filed herewith
(1) Incorporated by reference from registrant's Form 10-Q for the
quarter ended March 31, 1999 dated May 17, 1999 and made a part
hereof by such reference.
(2) Incorporated by reference from registrant's 8-K dated May 10, 1999
and made a part hereof by such reference.
(3) Incorporated by reference from registrant's Form 10-Q for the
quarter ended June 30, 1999 dated August 16, 1999 and made a part
hereof by such reference.
(b) On May 25, 1999, the Company filed a report on Form 8-K dated May 10,
1999 in conjunction with the acquisition of certain assets of Entex
Information Systems, Inc.'s Technology Acquisition Services Division by
CompuCom Systems, Inc., the Company's majority-owned subsidiary.
CompuCom purchased product inventory, certain fixed assets and Entex's
Kentucky distribution center for approximately $137 million in cash.
On July 26, 1999, the Company filed a report on Form 8-K/A which
amended Item 7 of the Form 8-K filed by the Company on May 25, 1999 to
include financial statements that were not available at the time of the
filing of the initial report.
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 thereunto duly authorized.
SAFEGUARD SCIENTIFICS, INC.
(Registrant)
Date: September 3, 1999 /s/ Michael W. Miles
---------------------------------------------
Michael W. Miles
Senior Vice President and Chief Financial
Officer
(Principal Financial and Principal Accounting
Officer)
EXHIBIT INDEX
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2.1 Asset Purchase Agreement, dated as of May 10, 1999 by
and between CompuCom Systems, Inc. and Entex
Information Services, Inc./(2)/
4.1 Safeguard Scientifics, Inc. 1999 Equity Compensation
Plan/(3)/
4.2 Indenture, dated as of June 9, 1999, between Safeguard
Scientifics, Inc. and Chase Manhattan Trust Company,
National Association, as trustee, including the form of
5.0% Convertible Subordinated Note due 2006 *
4.3 Purchase Agreement of Safeguard Scientifics, Inc. to
issue and sell to Credit Suisse First Boston
Corporation Convertible Subordinated Notes due June 15,
2006. (Exhibits omitted)/(3)/
4.4 Registration Rights Agreement between Safeguard
Scientifics, Inc. and Credit Suisse First Boston
Corporation *
10.1 Amendment to Amended and Restated Credit Agreement,
dated April 12, 1999, among Safeguard Scientifics,
Inc., Safeguard Scientifics (Delaware), Inc., Safeguard
Delaware, Inc. and PNC Bank, N.A. (Exhibits omitted).
/(1)/
10.2 Form of Promissory Notes dated June 11, 1999 given by
certain executives for advances by Safeguard of income
tax withholdings on restricted stock grants/(3)/
10.3 Non-Competition, Referral and Non-Disclosure Agreement
dated as of May 10, 1999, by and between CompuCom
Systems, Inc. and ENTEX Information Services, Inc./(2)/
10.4 CompuCom Receivables MasterTrust I Pooling and
Servicing Agreement, dated as of May 7, 1999, between
Norwest Bank Minnesota National Association, CompuCom
Systems, Inc., and CSI Funding, Inc./(3)/
10.5 CompuCom Receivables MasterTrust I Pooling and
Servicing Agreement Series 1999-1 Supplement, dated as
of May 7, 1999, among PNC Bank, National Association,
Market Street Capital Corporation, Norwest Bank
Minnesota, National Association, CompuCom Systems,
Inc., and CSI Funding, Inc./(3)/
10.6 Inventory and Working Capital Financing Agreement,
dated as of May 11, 1999, between IBM Credit
Corporation and CompuCom Systems, Inc./(3)/
10.7 Attachment A to Inventory and Working Capital Financing
Agreement dated May 11, 1999./(3)/
10.8 Receivables Contribution and Sale Agreement dated May
7, 1999 between CompuCom Systems, Inc. and CSI Funding,
Inc./(3)/
27 Financial Data Schedule (electronic filing only)/(3)/
* filed herewith
(1) Incorporated by reference from registrant's Form 10-Q for the
quarter ended March 31, 1999 dated May 17, 1999 and made a part
hereof by such reference.
(2) Incorporated by reference from registrant's 8-K dated May 10, 1999
and made a part hereof by such reference.
(3) Incorporated by reference from registrant's Form 10-Q for the
quarter ended June 30, 1999 dated August 16, 1999 and made a part
hereof by such reference.