-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RwF0JqyT6NZ/meOHzpb9+Mxq1IxsZLdss4PwCm/S2oJYXOgmPyWwVI/YPrPTBkiF 2VOP7bFyUzWNhgkYTkl+Tw== 0000893220-02-000811.txt : 20020624 0000893220-02-000811.hdr.sgml : 20020624 20020624171509 ACCESSION NUMBER: 0000893220-02-000811 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHROMAVISION MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0001038223 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 752649072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53093 FILM NUMBER: 02685700 BUSINESS ADDRESS: STREET 1: 33171 PASEO CORVEZA CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 BUSINESS PHONE: 9494433355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC ET AL CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: 800 THE SAFEGUARD BLDG CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102930600 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD CORP DATE OF NAME CHANGE: 19690521 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 SC 13D/A 1 w61711sc13dza.txt AMENDMENT NO.2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)(1) ChromaVision Medical Systems, Inc. (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 17111P 10 4 (CUSIP Number) N. Jeffrey Klauder, Esq. 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) June 13, 2002 - -------------------------------------------------------------------------------- (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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 17111P 10 4 13D Page 2 of 19 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 14,566,022 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 13,647,304 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,566,022 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.4 % 14 TYPE OF REPORTING PERSON CO * Excludes an aggregate of 45,915 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 19 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 10,802,689 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 9,883,971 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,802,689 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / x / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% 14 TYPE OF REPORTING PERSON CO * Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, the filing persons may have acquired beneficial ownership of 918,718 shares of ChromaVision Medical Systems, Inc. common stock by virtue of voting agreements and irrevocable proxies which are described in Items 3 and 6 of this report. CUSIP No. 17111P 10 4 13D Page 4 of 19 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) 13.7% 14 TYPE OF REPORTING PERSON CO CUSIP No. 17111P 10 4 13D Page 5 of 19 1 NAME OF REPORTING PERSON Safeguard 98 Capital, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 52-2081182 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 324,612 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 324,612 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 324,612 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14 TYPE OF REPORTING PERSON PN Page 6 of 19 The following information supplements and amends the information contained in the Schedule 13D and Amendment No. 1 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 ("Common Stock"), 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"), Safeguard Scientifics (Delaware), Inc. ("SSD"), and Safeguard 98 Capital L.P. ("Safeguard 98") (collectively, the "Reporting Persons" and, individually, a "Reporting Person"). Safeguard is a leader in building and operating technology companies in three principal areas: business and IT services, software and emerging technologies. SSD and SDI are wholly owned subsidiaries of Safeguard. SDI is the general partner of Safeguard 98, a limited partnership organized under the laws of Delaware, and has sole voting and dispositive power over the securities owned by Safeguard 98. 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 Pursuant to the terms of the Securities Purchase Agreement dated July 10, 2001, to which the Company and SDI were parties, SDI acquired from the Company, for an aggregate purchase price of $500,000, 500 shares of the Series D 5% Cumulative Convertible Preferred Stock ("Series D Stock") of the Company and a five-year warrant to purchase 21,865 shares of common stock of the Company at a per share exercise price of $6.8604. The funds used in making such purchase came from the general working capital of Safeguard. On June 13, 2002, SDI and Safeguard entered into a Securities Purchase Agreement with the Company (the "Securities Purchase Agreement") that provided for the transactions described below. The following discussion includes a summary of the agreements being filed as exhibits to this Schedule, is necessarily limited in scope and is qualified in its entirety by reference to the complete terms of those agreements. PURCHASE OF COMMON STOCK. The aggregate number of shares of Common Stock to be purchased by SDI under the Securities Purchase Agreement is 4,416,404 at a price per share of $1.585. Of that amount, 4,053,641 shares were purchased on June 13, 2002 for $6,425,021. An additional 100 shares will be purchased on July 11, 2002, and the remaining 362,663 shares will be purchased only after obtaining the approval of the Company's stockholders at a special meeting expected to be held by August 31, 2002 (as discussed below). The funds used in the transactions described in this Item 3 came from the general working capital of Safeguard. PURCHASE OF SERIES D PREFERRED STOCK. SDI entered into six separate Stock Purchase Agreements, each dated as of June 13, 2002, with each of the holders of the Company's Series D 5% Cumulative Convertible Preferred Stock, par value $.01 (the "Series D Preferred Stock") other than SDI (the "Stock Purchase Agreements"). The number of shares of Series D Preferred Stock acquired by SDI on June 13, 2002 pursuant to the six separate Stock Purchase Agreements was 10,730 out of 12,500 shares outstanding. The shares acquired have an aggregate redemption price and liquidation preference of $10,730,000. SDI was the original purchaser and is the current holder of 500 shares of Series D Preferred Stock having a redemption price and liquidation preference of $500,000. The remaining 1,270 shares of Series D Preferred Stock not purchased by SDI pursuant to the Stock Purchase Agreements were separately converted by each of the holders thereof into an aggregate of 819,290 shares of Common Stock after the sale of the other shares of Series D Preferred Stock to SDI and after SDI's purchase of Common Stock from the Company pursuant to the Securities Purchase Agreement. The conversion occurred in accordance with the terms of the Series D Preferred Stock at a price of $1.585 per share. Under the terms of the Series D Preferred Stock, the conversion price, which had been $6.5746 per share, automatically adjusts to any price at which shares of Common Stock are issued if that price is lower than the then effective conversion price. As a result of SDI's purchase of Common Stock on June 13, 2002 pursuant to the Securities Page 7 of 19 Purchase Agreement, the conversion price of the Series D Preferred Stock was automatically reduced to $1.585 per share. The full conversion of the Series D Preferred Stock is subject to a limitation in the certificate of designations by which the Series D Preferred Stock was created that, without stockholder approval, the number of shares of Common Stock issuable upon conversion of the Series D Preferred Stock, together with the number of shares paid as dividends thereon or issued upon exercise of the warrants to purchase Common Stock issued in connection with the issuance of the Series D Preferred Stock in July 2001, cannot exceed 4,002,547 shares in the aggregate. That number represented 19.9% of the number of shares of Common Stock outstanding when the Series D Preferred Stock was issued. At present, the aggregate number of shares into which the Series D Preferred Stock held by SDI is convertible, taking into account the 19.9% limitation, the conversions that have already taken place and the dividends that have been issued to date, is 3,112,941 shares. SDI has agreed with the Company that, upon obtaining approval of the stockholders at the upcoming special meeting, it will convert all of the remaining shares of Series D Preferred Stock into Common Stock, provided that: - stockholder approval is obtained by September 11, 2002, - no litigation, arbitration or administrative proceeding is then pending before any court or governmental or regulatory authority which, in the reasonable judgment of Safeguard, would make the conversion of all of the shares of Series D Preferred Stock then owned by SDI imprudent, and - no temporary restraining order, preliminary injunction or permanent injunction issued by any court of competent jurisdiction or any governmental or regulatory authority has been issued restraining or prohibiting SDI from converting the shares of Series D Preferred Stock. If stockholder approval is not obtained by September 11, 2002, SDI will have the right to have the shares of Series D Preferred Stock owned by it redeemed by the Company for $13,476,000. The Company would also be obligated to pay SDI a $700,000 fee. VOTING AGREEMENTS AND IRREVOCABLE PROXIES. After each of the holders of the Series D Preferred Stock other than SDI separately sold shares of Series D Preferred Stock to SDI and each of them separately exercised its conversion rights with respect to any shares of Series D Preferred Stock they retained as described above, each of those parties separately gave SDI an irrevocable proxy to vote the shares of Common Stock issued upon such conversion, as well as any other shares thereafter acquired, at all meetings of stockholders, including the special meeting to be held to approve the matters referred to below. The aggregate number of shares of Common Stock subject to those proxies as a result of the conversion of the shares of Series D Preferred Stock retained by the former holders is 819,920. In addition, three directors and two officers of the Company entered into voting agreements with SDI in which they agreed to vote an aggregate of 99,428 shares of Common Stock in favor of the proposals to be considered at the special meeting of stockholders and against certain other matters that could be reasonably expected to impede, interfere with, delay, postpone or materially adversely affect the transaction. GUARANTEE OF DEBT FINANCING. In connection with the transactions described herein, Safeguard has agreed to provide credit support to the Company. The guarantee may be in the form of a traditional contractual guarantee, a letter of credit or some other form of credit enhancement that is reasonably acceptable to the lender. Safeguard will receive commercially reasonable compensation for providing any such credit enhancement. SDI WARRANT AND RIGHT OF FIRST REFUSAL. The Company has agreed to issue to SDI a warrant to purchase up to 975,000 shares of Common Stock (the "SDI Warrant") to protect it against dilution from the exercise of certain outstanding options and warrants held by others that are exercisable to purchase additional shares of Common Stock. Under the terms of the SDI Warrant, SDI is entitled to purchase one share of Common Stock for every share of Common Stock as to which any such other option or warrant is exercised. The exercise price payable by SDI will be equal to the exercise price of any such other option or Page 8 of 19 warrant. The issuance of the SDI Warrant is conditioned upon obtaining stockholder approval at the upcoming special meeting as described below. The Company has also agreed that SDI will have a right of first refusal to purchase its pro-rata share of all equity securities that the Company proposes to sell and issue in the future (other than compensatory grants of stock options to directors, officers, employees and consultants). The pro-rata share of SDI under the right of first refusal will be determined on an as-converted basis, which means giving effect to the issuance of all shares of capital stock which can be acquired from the Company or any wholly-owned subsidiary of the Company upon conversion or exercise in full of purchase rights under the terms of any Common Stock, Preferred Stock or other security which is convertible or exercisable to acquire any Common Stock or Preferred Stock. The right of first refusal will be binding upon the Company only if it is approved by the stockholders at the upcoming special meeting as described below. The Company cannot make any compensatory grants of stock options to employees, officers, directors, consultants or advisors ("Compensatory Grants") without the written consent of SDI for the period specified in "Covenants of the Company" below. SDI has agreed not to unreasonably withhold such consent, but the agreement provides that it will be reasonable for Safeguard to withhold consent unless the Company grants SDI a warrant or comparable stock purchase right (a "SDI Compensatory Grant") to acquire, at a price equal to the per share exercise price of the Compensatory Grant, a number of shares of Common Stock so that, if all of such Compensatory Grants were exercised in full, SDI would be entitled to acquire under the SDI Compensatory Grant one share of Common Stock more than the recipients of the Compensatory Grants would be entitled to acquire. COVENANTS OF THE COMPANY. Pursuant to the terms of the Securities Purchase Agreement, the Company has entered into a number of additional covenants with SDI relating to the capital stock of the Company, including the following: - The Company will not engage in a number of specified actions or enter into any agreement with respect to any such actions without the prior written consent of SDI, including but not limited to disposing of assets outside the ordinary course of business, issuing any equity securities other than certain compensatory grants of stock options, increasing the number of shares available for grant under the Company's stock option or other similar benefit plans, declaring any dividend on any class or series of stock, incurring indebtedness in excess of $5,000,000, acquiring any other business or making any equity investment in another business, making certain amendments to its certificate of incorporation or by-laws, entering into any transaction with any officer or director of the Company or holder of capital stock of the Company or any member of their respective immediate families or entities controlled by one or more of the foregoing or make or permit any material change in the nature of the Company's business except as contemplated by the Company's business plan and certain other transactions. These covenants expire on the earliest of June 30, 2004, the date that SDI and its affiliates no longer own greater than 40% of the voting power of all outstanding securities of the Company entitled to vote generally in the election of directors or the date SDI or any of its affiliates disposes of any equity security of the Company (excluding a transfer to an affiliate). - The Company will create a committee of its board of directors comprised of three directors satisfying the independence standards of the rules of the Nasdaq Stock Market, Inc., and these directors will be tasked with considering and, if appropriate, approving any transactions between the Company and officers, directors or holders of more than 5% of the outstanding shares of any class of voting securities of the Company, which would include SDI and its affiliates. The Company has also entered into a Registration Rights Agreement, dated as of June 13, 2002, with SDI (the "Registration Rights Agreement") 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. COVENANTS OF SAFEGUARD. SDI has agreed with the Company that neither it nor any of its affiliates will sell a number of shares of Common Stock greater than 30% of the number Page 9 of 19 of shares of Common Stock then outstanding in any transaction or series of transactions unless the other stockholders of the Company are afforded the right to sell to the proposed purchaser, at the same price per share and on the same terms and conditions, the same proportion of their shares of Common Stock as the proposed sale represents with respect to the aggregate number of shares of Common Stock then owned by SDI and its affiliates. That covenant expires on June 13, 2005 and does not apply to a sale of Common Stock in a broadly disseminated public offering or a broker's transaction under Rule 144 of the Securities and Exchange Commission adopted under the Securities Act of 1933. SDI has also agreed that, unless permitted by the affirmative vote of the committee of independent directors designated to consider and approve related party transactions or a vote of the holders of a majority of the outstanding securities of the Company entitled to vote generally on the election of directors (excluding shares held by Safeguard and its affiliates), it will cause all directors of the Company who are employees of Safeguard or any of its affiliates or who are appointed or nominated for election to the board of directors of the Company at the request of SDI to vote in favor of the election of three directors meeting the independence requirements of the rules of the Nasdaq Stock Market, Inc. to the Company's Audit Committee and to the committee of the board of directors referred to above tasked to consider and approve related party transactions. STOCKHOLDERS MEETING. As indicated above, the Company intends to hold a special meeting of stockholders by August 31, 2002 at which the stockholders will vote upon the following matters: - the issuance to SDI of the additional 362,663 shares of Common Stock referred to above; - the granting to SDI of the SDI Warrant to purchase 975,000 additional shares of Common Stock; - the conversion of the Series D Preferred Stock into a number of shares that exceeds the 19.9% limit referred to above; and - the right of first refusal pursuant to which Safeguard would be able to acquire additional equity securities of the Company, including the SDI Compensatory Grants described above. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transactions described herein was to acquire additional shares of Common Stock and to provide the Company with needed working capital. Furthermore, the transactions will improve the Company's balance sheet and capital structure. (A) Following stockholder approval, SDI will acquire additional shares of Common Stock from the Company and is obligated (subject to certain exceptions) to fully convert the shares of Series D Preferred Stock then owned by it into shares of Common Stock, all as more fully described in Item 3. If stockholder approval is not obtained, none of SDI, Safeguard or any of their affiliates currently has any plans to acquire additional shares of capital stock of the Company. (B) Not applicable. (C) Not applicable. (D) The Securities Purchase Agreement provides that the Company must request that its board of directors appoint or nominate for election by the stockholders to the Board, nominees designated by Safeguard, provided that the number of nominees so designated, if appointed or elected, plus all other directors previously so designated and appointed or nominated or who are directors, officers or employees of Safeguard or any of its Affiliates ("Safeguard Directors"), would not be greater than the number of incumbent directors plus one. As used in the preceding sentence, the term "incumbent directors" shall mean all members of the Company's board of directors who are not Safeguard Directors. Provided that there exists at least one Safeguard Director, the Company will cause a Safeguard Director Page 10 of 19 to be a member of each committee of the board of directors of the Company except for the Related Party Transactions Committee and the Audit Committee. (E) SDI has agreed with the Company that, upon obtaining approval of the stockholders at the special meeting as described above, it will convert all of the remaining shares of Series D Preferred Stock into Common Stock, provided that: - stockholder approval is obtained by September 11, 2002, - no litigation, arbitration or administrative proceeding is then pending before any court or governmental or regulatory authority which, in the reasonable judgment of Safeguard, would make the conversion of all of the shares of Series D Preferred Stock then owned by SDI imprudent, and - no temporary restraining order, preliminary injunction or permanent injunction issued by any court of competent jurisdiction or any governmental or regulatory authority has been issued restraining or prohibiting Safeguard from converting the shares of Series D Preferred Stock. If SDI converts all of the remaining shares of Series D Preferred Stock into shares of Common Stock, the only capital stock of the Company outstanding at that time will be Common Stock. (F) Not applicable. (G) Not applicable. (H) Not applicable. (I) Not applicable. (J) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 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 June 20, 2002. The information contained in rows 6 through 11 on each of the cover pages hereto is hereby incorporated by reference into this Item 5. 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) 14,565,922 51.4% Safeguard Delaware, Inc. (3) 10,802,589 38.1% Safeguard Scientifics (Delaware), Inc. 3,438,721 13.7% Safeguard 98 Capital L.P. (4) 324,612 1.3%
(1) Calculations based upon 25,151,774 shares outstanding. (2) Includes the 6,709,015 directly held shares of common stock, the 3,112,941 shares of common stock currently issuable upon the conversion of the Series D Preferred Stock and warrants to purchase 61,915 shares beneficially owned by Safeguard Delaware, Inc., the 3,438,721 shares beneficially owned by Safeguard Scientifics (Delaware), Inc., and 324,612 shares that Safeguard 98 has the option to acquire upon conversion of debt of XL Vision to Safeguard 98. Includes the 918,718 shares that may be beneficially owned by Safeguard Delaware, Inc. by virtue of voting agreements and irrevocable proxies which are described in Item 6 of this report. Safeguard is the Page 11 of 19 sole stockholder of each of SDI and SSD, and SDI is the general partner of Safeguard 98 and has sole voting and dispositive power over the securities owned by Safeguard 98. Safeguard and each of SDI and SSD have reported that Safeguard, together with each of SDI and SSD, respectively, has shared voting and dispositive power with respect to the shares beneficially owned by each of SDI and SSD, respectively. Excludes (i) an aggregate of 45,915 shares of Common Stock held by certain executive officers and directors of Safeguard 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 disclaims beneficial ownership of such shares, (ii) 362,663 shares of Common Stock that SDI has the right to purchase from the Company upon stockholder approval and (iii) 3,972,233 additional shares of Common Stock issuable to SDI upon conversion of all of the outstanding shares of Series D Preferred Stock upon stockholder approval. (3) Includes warrants to purchase 61,915 shares and 324,612 shares of the Company which are owned by XL Vision and which may be acquired by Safeguard 98 upon the conversion of XL Vision debt. Includes the 918,718 shares that may be beneficially owned by Safeguard Delaware, Inc. by virtue of the voting agreements and irrevocable proxies described in Item 3 of this report. See Note 2. (4) Includes 324,612 shares of the Company which are owned by XL Vision and which may be acquired by Safeguard 98 upon the conversion of XL Vision debt. See Note 2. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY In addition to the agreements previously filed as exhibits to Schedule 13D, Safeguard, SDI and the Company are parties to the Securities Purchase Agreement dated June 13, 2002, 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 June 13, 2002. Both the Securities Purchase Agreement and the Registration Rights Agreement are more fully described in Item 3. After each of the holders of the Series D Preferred Stock other than Safeguard sold shares of Series D Preferred Stock to SDI and then each of them exercised its conversion rights with respect to the shares of Series D Preferred Stock they retained, each of those parties gave SDI an Irrevocable Proxy to vote the shares of Common Stock issued upon conversion of the Series D Preferred Stock such party retained, as well as any other shares thereafter acquired, at all meetings of stockholders, including the special meeting to be held to approve certain aspects of these transactions, as described in Item 3. The aggregate number of shares of Common Stock subject to those proxies is 819,920. The former holders of Series D Preferred Stock that gave SDI proxies are Velocity Investment Partners, Ltd., Halifax Fund, L.P., Credit Suisse First Boston Corporation, Castle Creek Healthcare Partners LLC and CCL Fund, LLC. In addition, Thomas R. Testman, Douglas S. Harrington, Michael G. Schneider, Jose Torre Bueno and Mary Lake Polan each entered into Voting Agreements dated June 13, 2002 with Safeguard in which they agreed to vote an aggregate of 99,428 shares of Common Stock in favor of the proposals to be considered at the special meeting of stockholders and against certain other matters that could be reasonably expected to impede, interfere with, delay, postpone or materially adversely affect the transactions described herein. The proxies and voting agreements expire upon the earlier to occur of stockholder approval of the matters to be voted upon at the special meeting, payment of a $700,000 fee by the Company if the matters are not approved at the special meeting of stockholders or December 12, 2003. Upon expiration, Safeguard will no longer beneficially own the shares subject to the proxies or the voting agreements. In connection with SDI's original purchase of Series D Stock in July 2001, the Company issued to SDI a warrant to purchase 21,865 shares of Common Stock. SDI has certain registration rights with respect to such shares of Common Stock pursuant to the Registration Rights Agreement, dated July 10, 2001, by and among the Company and the Purchasers listed on the signature pages thereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION 99.5 Form of Common Stock Purchase Warrant to be issued by ChromaVision Medical Systems, Inc. to Safeguard Delaware, Inc. (incorporated by reference to Exhibit 4.2 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.6 Securities Purchase Agreement dated June 13, 2002 by and among ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc. and Page 12 of 19 Safeguard Scientifics, Inc. (incorporated by reference to Exhibit 99.1 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.7 Form of Stock Purchase Agreement dated June 13, 2002 by and among ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc. and each of six institutional investors (incorporated by reference to Exhibit 99.2 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.8 Registration Rights Agreement dated June 13, 2002 between ChromaVision Medical Systems, Inc. and Safeguard Delaware, Inc. (incorporated by reference to Exhibit 99.3 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.9 Form of Voting Agreement dated June 13, 2002 between Safeguard Delaware, Inc. and certain individuals 99.10 Form of Irrevocable Proxy dated June 13, 2002 granted by certain institutional investors 99.11 Securities Purchase Agreement, dated July 10, 2001, by and among ChromaVision Medical Systems, Inc. and the Purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 2.1 filed with the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2001) 99.12 Registration Rights Agreement, dated July 10, 2001, by and among ChromaVision Medical Systems, Inc. and the Purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 filed with the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2001) Page 13 of 19 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 24, 2002 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Managing Director Date: June 24, 2002 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: June 24, 2002 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: June 24, 2002 Safeguard 98 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Page 14 of 19 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 a leader in building and operating technology companies in three principal areas: business and IT services, software and emerging technologies. See Schedule II with respect to the executive officers and directors of Safeguard as of the date of this 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 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 Schedule 13D. 4. Safeguard 98 Capital L.P. Safeguard 98 is a Delaware limited partnership with a principal place of business at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Page 15 of 19 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 Robert D. Crowley Managing Director, Software 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 700 Building Management, Inc. 435 Devon Park Drive 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 Building 600 Wayne, PA 19087 Robert A. Fox President, R.A.F. Industries R.A.F. Industries One Pitcairn Pl, Suite 2100 165 Township Line Road Jenkintown, PA 19046-3593 Jack L. Messman Chairman of the Board, President and Chief Novell, Inc. Executive Officer, Novell, Inc. 1800 South Novell Place Prove, Utah 84606 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
* All Executive Officers and Directors are U.S. Citizens. Page 16 of 19 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 Tonya L. Zweier Director, Finance/Controller, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens. Page 17 of 19 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 Tonya L. Zweier Director, Finance/Controller, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens. Page 18 of 19 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.
Page 19 of 19 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.5 Form of Common Stock Purchase Warrant to be issued by ChromaVision Medical Systems, Inc. to Safeguard Delaware, Inc. (incorporated by reference to Exhibit 4.2 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.6 Securities Purchase Agreement dated June 13, 2002 by and among ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc. and Safeguard Scientifics, Inc. (incorporated by reference to Exhibit 99.1 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.7 Form of Stock Purchase Agreement dated June 13, 2002 by and among ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc. and each of six institutional investors (incorporated by reference to Exhibit 99.2 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.8 Registration Rights Agreement dated June 13, 2002 between ChromaVision Medical Systems, Inc. and Safeguard Delaware, Inc. (incorporated by reference to Exhibit 99.3 filed with the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2002) 99.9 Form of Voting Agreement dated June 13, 2002 between Safeguard Delaware, Inc. and certain individuals 99.10 Form of Irrevocable Proxy dated June 13, 2002 granted by certain institutional investors 99.11 Securities Purchase Agreement, dated July 10, 2001, by and among ChromaVision Medical Systems, Inc. and the Purchasers listed on Schedule I thereto (incorporated by reference to Exhibit 2.1 filed with the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2001) 99.12 Registration Rights Agreement, dated July 10, 2001, by and among ChromaVision Medical Systems, Inc. and the Purchasers listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 filed with the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2001) EX-99.9 3 w61711exv99w9.txt FORM OF VOTING AGREEMENT DATED JUNE 13, 2002 Exhibit 99.9 VOTING AGREEMENT VOTING AGREEMENT, dated as of June 13, 2002 (the "AGREEMENT"), among Safeguard Scientifics, Inc., a Pennsylvania corporation ("PARENT"), Safeguard Delaware, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("PURCHASER"), and ___________________ (the "STOCKHOLDER"). All terms used herein and not defined shall have the meaning ascribed to them in the Purchase Agreement (as defined below). RECITALS WHEREAS, contemporaneously with the execution and delivery of this Agreement, Parent, Purchaser and ChromaVision Medical Systems, Inc., a Delaware corporation (the "COMPANY") are entering into a Securities Purchase Agreement, dated as of the date hereof (as the same may be amended from time to time, the "PURCHASE AGREEMENT"), which provides for, upon the terms and subject to the conditions set forth therein, (i) the purchase by the Purchaser from the Company of 4,416,404 shares of common stock, par value $.01 per share, of the Company ("COMMON STOCK"), and (ii) the issuance by the Company to the Purchaser of a warrant to purchase common stock (the "WARRANT"); WHEREAS, pursuant to Section 1.4 of the Purchase Agreement, the Company must call a special meeting of its stockholders to consider and vote upon the approval of (i) the issuance by the Company to the Purchaser of 362,663 shares of Common Stock and the Warrant, (ii) the preemptive rights granted to the Purchaser by the Company under Section 4.3 of the Purchase Agreement and (iii) the issuance by the Company of more than an aggregate of 4,002,547 shares of Common Stock upon the conversion of shares of the Company's Series D 5% Cumulative Convertible Preferred Stock (the "PREFERRED STOCK"), payment of dividends thereon or upon exercise of the warrants to purchase Common Stock issued in connection with the sale of the Preferred Stock (the matters contained in (i), (ii) and (iii) collectively, the "APPROVAL MATTERS"); WHEREAS, as of the date hereof, the Stockholder owns (beneficially and of record) the number of shares of Common Stock set forth on Schedule I hereto (all such shares so owned and which may hereafter be acquired by the Stockholder prior to the termination of this Agreement, whether upon the exercise of options or by means of purchase, dividend, distribution or otherwise, being referred to herein as the Stockholder's "SHARES"); WHEREAS, as a condition to their willingness to enter into the Purchase Agreement, Parent and Purchaser have required that the Stockholder enter into this Agreement; and WHEREAS, in order to induce Parent and Purchaser to enter into the Purchase Agreement, the Stockholder is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Purchaser and the Stockholder hereby agree as follows: ARTICLE 1 Voting of Shares and Other Covenants of the Stockholder Section 1.01 Voting of Shares. From the date hereof until the earliest to occur of (x) the approval of the Approval Matters by the requisite vote of the stockholders of the Company, (y) the payment by the Company of the Second Closing Termination Fee (as defined in the Purchase Agreement) and (z) the date that is six months from the date hereof (the "TERM"), at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, the Stockholder shall vote his/her Shares (i) in favor of the Approval Matters, (ii) against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or which is reasonably likely to result in any of the conditions of the Purchaser's obligations under the Purchase Agreement not being fulfilled, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's Certificate of Incorporation, as amended, or Bylaws, as amended, any other material change in the Company's corporate structure or business or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions or any other actions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions and actions contemplated by the Purchase Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Purchaser or its nominees to vote such Shares directly. Section 1.02 No Inconsistent Arrangements. The Stockholder shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of his/her Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. Section 1.03 Proxy/Power of Attorney. The Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of any of his/her Shares and constitutes and appoints Purchaser and Parent, or any nominee of Purchaser and Parent, with full power of substitution and resubstitution, at any time during the Term, as its true and lawful attorney and proxy (its "PROXY"), for and in his/her name, place and stead, to demand that the Secretary of the Company call a special meeting of the stockholders of the Company for the purpose of considering any matter referred to in Section 1.01 above and to vote each of such Shares as his/her Proxy, at every annual, special, adjourned or postponed meeting of the stockholders of the Company, including the right to sign his/her name (as stockholder) to any consent, certificate or other document relating to the Company and any matter referred to in Section 1.01 above that Delaware law may permit or require. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM Section 1.04 Stop Transfer. The Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of his/her Shares, unless such transfer is made in compliance with this Agreement. 2 ARTICLE 2 Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to Parent and Purchaser as follows: Section 2.01 Due Authorization, etc. The Stockholder has all requisite power and authority to execute, deliver and perform this Agreement, to appoint Purchaser and Parent as its Proxy and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the appointment of Purchaser and Parent as his/her Proxy and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against him/her in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby. Section 2.02 No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which the Stockholder is trustee, (ii) conflict with or violate any law applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of the Stockholder, including, without limitation, the Stockholder's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by the Stockholder of the Stockholder's obligations under this Agreement. (b) The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Stockholder of the Stockholder's obligations under this Agreement. Section 2.03 Title to Shares. The Stockholder is the sole record and beneficial owner of its Shares, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("ENCUMBRANCES"), other than restrictions imposed by the securities laws or pursuant to this Agreement. 3 ARTICLE 3 Miscellaneous Section 3.01 Termination. This Agreement shall terminate and be of no further force and effect (i) by the written mutual consent of the parties hereto or (ii) automatically and without any required action of the parties hereto upon the termination of the Term. No such termination of this Agreement shall relieve any party hereto from any liability for any breach of this Agreement prior to termination. Section 3.02 Further Assurance. From time to time, at another party's request and without consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transaction contemplated by this Agreement. Section 3.03 Certain Events. The Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to the Stockholder's Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder's heirs, guardians, administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations under this Agreement. Section 3.04 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. Section 3.05 Notice. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (i) as of the date delivered or sent by facsimile if delivered personally or by facsimile, confirmation received, and (ii) on the third business day after deposit in the U.S. mail, if mailed by registered or certified mail (postage prepaid, return receipt requested), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt): (a) If to Parent or Purchaser: Safeguard Scientifics, Inc. 435 Devon Park Drive 800 Building Wayne, Pennsylvania 19087 Attention: General Counsel Attention: 610.254.4301 4 With a copy to: Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, Pennsylvania 19103 Attention: Richard B. Aldridge Facsimile: 215.963.5299 (b) If to the Stockholder, at the address set forth below the Stockholder's name on Schedule I hereto. Section 3.06 Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses. Section 3.07 Headings. The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Section 3.08 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. Section 3.09 Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns. Section 3.10 Assignment. This Agreement shall not be assigned by operation of law or otherwise, except that Parent and Purchaser may assign all or any of their rights hereunder to any affiliate of Parent provided that no such assignment shall relieve the assigning party of its obligations hereunder. Section 3.11 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state. Section 3.12 Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. Section 3.13 Waiver. Any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations 5 and warranties of the other parties hereto contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other parties hereto with any of their agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only as against such party and only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. Section 3.14 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 6 IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have caused this Agreement to be executed as of the date first written above. SAFEGUARD SCIENTIFICS, INC. By: __________________________________ Name: Title: Safeguard Delaware, Inc. By: __________________________________ Name: Title: STOCKHOLDER ______________________________________ Print Name: 7 Schedule I Number of Shares Owned Name and Address of Stockholder as of _______ __, 2002 EX-99.10 4 w61711exv99w10.txt FORM OF IRREVOCABLE PROXY DATED JUNE 13, 2002 Exhibit 99.10 IRREVOCABLE PROXY Given as of June 13, 2002. RECITALS WHEREAS, Safeguard Delaware, Inc., a Delaware corporation ("SDI"), the undersigned and ChromaVision Medical Systems, Inc., a Delaware corporation (the "COMPANY") have entered into a Stock Purchase Agreement, dated as of the date hereof (as the same may be amended from time to time, the "STOCK PURCHASE AGREEMENT"), which provides for, among other things, upon the terms and conditions set forth therein, the purchase by SDI from the undersigned of ____________ shares of Series D 5% Cumulative Convertible Preferred Stock, par value $.01 per share (the "PREFERRED STOCK") and pursuant to which such Preferred Stock has been so purchased; WHEREAS, the SDI, the Company and Safeguard Scientifics, Inc., the parent of SDI ("PARENT"), have entered into a Securities Purchase Agreement, dated as of the date hereof (as the same may be amended from time to time, the "PURCHASE AGREEMENT"), which provides for, upon the terms and subject to the conditions set forth therein, (i) the purchase by SDI from the Company of 4,416,404 shares of common stock, par value $.01 per share, of the Company ("COMMON STOCK"), and (ii) the issuance by the Company to SDI of a warrant to purchase common stock (the "WARRANT") and pursuant to which certain of such Common Stock has been purchased; WHEREAS, pursuant to Section 1.4 of the Purchase Agreement, the Company must call a special meeting of its stockholders to consider and vote upon the approval of (i) the issuance by the Company to the SDI of 362,663 shares of Common Stock and the Warrant, (ii) the preemptive rights granted to SDI by the Company under Section 4.3 of the Purchase Agreement and (iii) the issuance by the Company of more than an aggregate of 4,002,547 shares of Common Stock upon the conversion of shares of the Preferred Stock, payment of dividends thereon or upon exercise of the warrants to purchase Common Stock issued in connection with the sale of the Preferred Stock (the matters contained in (i), (ii) and (iii) collectively, the "APPROVAL Matters"). GRANT OF IRREVOCABLE PROXY The undersigned hereby irrevocably constitutes and appoints SDI or any nominee of SDI, with full power of substitution and resubstitution, as its true and lawful attorney and proxy (its "PROXY"), for and in the undersigned's name, place and stead during the Term and only during the Term, to vote all of the shares of common stock, $.01 par value ("COMMON STOCK"), of the Company owned by the undersigned on the date hereof and all shares which may be hereafter acquired by the undersigned prior to the termination of the Term (as defined below), whether upon conversion of shares of Series D 5% Cumulative Convertible Preferred Stock of the Company, the exercise of options or by means of purchase, dividend, distribution or otherwise (all such shares are referred to herein as the undersigned's "SHARES") as its Proxy, at every annual, special, adjourned or postponed meeting of the stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that Delaware law may permit or require to evidence such vote. Without limiting the generality of the foregoing, the Proxy shall have the right to vote the Shares (i) in favor of the Approval Matters, (ii) against any proposal for action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or which is reasonably likely to result in any of the conditions of SDI's obligations under the Purchase Agreement not being fulfilled, in each such case which is continuing, any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's Certificate of Incorporation, as amended, or Bylaws, as amended, any other material change in the Company's corporate structure or business or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions or any other actions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter necessary for consummation of the transactions and actions contemplated by the Purchase Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Purchaser or its nominees to vote such Shares directly. The undersigned hereby revokes any and all prior proxies or powers of attorney in respect of any of its Shares and acknowledges that the undersigned shall not, and does not have the power to, grant any proxy, power-of-attorney or other voting authorization in or with respect to such Shares. This Irrevocable Proxy shall automatically terminate without further action upon the earliest to occur of (x) the approval of all of the matters set forth in Section 1.4(a) of the Securities Purchase Agreement, as of June 11, 2002, between the Company, SDI and Safeguard Scientifics, Inc., (y) the payment by the Company of the Second Closing Termination Fee (as defined in the Securities Purchase Agreement) and (z) the date that is six months from the date hereof (the "TERM"). THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM. The undersigned acknowledges that, at any time during the Term, the Company shall, and SDI may require the Company to, cause each certificate representing the Shares now or hereafter owned by or issued to the undersigned or its successors, assigns and transferees to be endorsed with the following legend: "THE SHARES REPRESENTED HEREBY ARE SUBJECT TO AN IRREVOCABLE PROXY, DATED JUNE __, 2002, GIVEN BY _____________. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH IRREVOCABLE PROXY TO THE HOLDER HEREOF WITHOUT CHARGE." The Company shall cause the legend placed on any certificates representing the Shares to be removed upon the expiration of the Term. The undersigned acknowledges that the rights of any holder of the Shares, including any direct or indirect transferees of the undersigned are subject to this Proxy and any such holder shall be bound by the terms of this Proxy and the receipt by any such transferee of certificates containing the above legend shall be deemed to be such Transferee's consent to and confirmation of this Proxy. -2- IN WITNESS WHEREOF, the undersigned has caused this Irrevocable Proxy to be executed as of the date first written above. [STOCKHOLDER] By: ___________________________________ Name: Title: -3- -----END PRIVACY-ENHANCED MESSAGE-----