-----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, KjIKdX5OQt33n0ZoZzuQneiYPQh/3RkOVrajIEmZX68eyD1Srfnr9imPNzfcqN+D EQRHx8Va+YBzU0/6n5IJhA== 0000893220-00-000709.txt : 20000523 0000893220-00-000709.hdr.sgml : 20000523 ACCESSION NUMBER: 0000893220-00-000709 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000522 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMERGE INTERACTIVE INC CENTRAL INDEX KEY: 0001092605 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650534535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59039 FILM NUMBER: 640677 BUSINESS ADDRESS: STREET 1: 10315 102ND TERRACE CITY: SEBASTIAN STATE: FL ZIP: 32958 BUSINESS PHONE: 5615897331 MAIL ADDRESS: STREET 1: 10315 102ND TERRACE CITY: SEBASTIAN STATE: FL ZIP: 32958 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC ET AL CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 INDUSTRIES INC DATE OF NAME CHANGE: 19810525 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD CORP DATE OF NAME CHANGE: 19690521 SC 13D 1 SCHEDULE 13D - EMERGE INTERACTIVE, INC. 1 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. ____)(1) EMERGE INTERACTIVE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.008 PER SHARE (Title of Class of Securities) 29088U 10 3 (CUSIP Number) N. JEFFREY KLAUDER, ESQ. SAFEGUARD SCIENTIFICS, INC. 435 DEVON PARK DRIVE, BUILDING 800 WAYNE, PENNSYLVANIA 19087 (610) 975-4948 WITH A COPY TO: WILLIAM N. DORAN, ESQ. MICHAEL N. PETERSON, ESQ. MORGAN, LEWIS & BOCKIUS LLP 1701 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19103 (215) 963-5025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 18, 2000 (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 give copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 pages) 2 CUSIP NO. 29088U 10 3 PAGE 2 OF 7 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SAFEGUARD SCIENTIFICS, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 23-160975 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER 0 SHARES OF SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 14,682,770 SHARES OWNED --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER BY EACH 0 SHARES --------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER 14,682,770 SHARES PERSON --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,682,770 SHARES - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 29088U 10 3 PAGE 3 OF 7 ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, $0.008 par value per share, of eMerge Interactive, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company is located at 10315 102nd Street, Terrace Sebastian, Florida, 32958. According to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, the number of shares of the Company's common stock, $0.008 par value, outstanding as of April 30, 2000 was 33,077,270. There were 27,382,825 shares of Class A common stock outstanding and 5,694,445 shares of Class B common outstanding as of this date. The Classes are the same in all respects except that each share of Class B common stock entitles the holder to 2-1/2 votes on each matter submitted to the vote of shareholders whereas each share of Class A common stock only entitles the holder to one vote per share. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) This Schedule 13D is being filed by Safeguard Scientifics, Inc. ("Safeguard" or, the "Reporting Person"). Safeguard's executive officers are located at 435 Devon Park Drive, Building 800, Wayne, Pennsylvania 19087. Safeguard is a leader in incubating and operating what it believes are the premier developing technology companies in the Internet infrastructure market. Set forth in Schedule I annexed hereto is the information required by Item 2 of Schedule 13D about the identity and background of the Reporting Person's directors, executive officers and controlling persons, if any. (d) and (e) During the past five years, the Reporting Person nor, to the best of each Reporting Person's knowledge, no person named in Schedule I to this Schedule 13D, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. Approximately $25.4 million was expended by the Reporting Person after February 2000, the date of the Company's initial public offering, in acquiring direct beneficial ownership of approximately 1,322,600 shares of Class A common stock. The Company's Class A common stock is traded in NASDAQ National Market and all such purchases were made in open market transactions through brokers and the funds used in making such purchases came from the general working capital of the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION. The shares of common stock of the Company held directly by the Reporting Person were acquired either prior to the time the Company completed its initial public offering in February 2000 or in open market purchases since April 1, 2000. The Reporting Person believes that the common stock of the Company represents an attractive investment opportunity and have acquired the Common Stock for investment purposes. Depending on prevailing market conditions from time to time, the Reporting Person may purchase additional shares of Common Stock in open market or privately negotiated transactions. Alternatively, the Reporting Person may determine to cease further purchases of the Company's common stock. The Reporting Person has a strategic relationship with the Company and, accordingly one representative of the Reporting Person is currently a member of the Board of Directors of the Company. The Reporting Person anticipates that this strategic relationship will continue. The Reporting Person has entered into a Joint Venture Agreement (the "ICG Agreement") with Internet Capital Group ("ICG") with respect to the shares of common stock of the Company owned from time to time by the Reporting Person or ICG. Pursuant to the terms of the ICG Agreement, among other things, the Reporting Person and ICG have agreed to vote all shares owned by either of them for the election to the board of directors of the Company of two designees of the Reporting Person and two designees of ICG. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Reporting Person and ICG are parties to the ICG Agreement with respect to shares of Common Stock held from time to time by either the Reporting Person or ICG, as described in Items 4 and 5 hereof. 4 CUSIP NO. 29088U 10 3 PAGE 4 OF 7 ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person and ICG are parties to the ICG Agreement with respect to shares of common stock of the Company held from time to time by either the Reporting Person or ICG, as described in Items 4 and 5 hereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Venture Agreement, dated October 1999, between Safeguard Scientifics, Inc. and Internet Capital Group, Inc. 5 CUSIP NO. 29088U 10 3 PAGE 5 OF 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information named in this schedule is true, complete and correct. Date: May 19, 2000 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ---------------------------------------- N. Jeffrey Klauder Senior Vice President
6 CUSIP NO. 29088U 10 3 PAGE 6 OF 7 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Scientifics, Inc.
Name Present Principal Employment Business Address - ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Warren V. Musser Chairman of the Board and Chief Executive Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Harry Wallaesa President and Chief Operating Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Stephen J. Andriole Sr. Vice President and Chief Technology Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A Blitstein Sr. Vice President and Chief Financial Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael Bolton Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John Halvey Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Judith Areen Executive Vice President for Law Center Georgetown University Affairs and Dean of the Law Center, 600 New Jersey Ave. N.W Georgetown University Washington, D.C. 20001 Vincent G. Bell Jr. President and Chief Executive Officer, Verus Verus Corporation Corporation 5 Radnor Corporate Center Walter W. Buckley, III President and Chief Executive Officer, Internet Internet Capital Group, Inc. Capital Group Building 600 435 Devon Park Drive Wayne, PA 19087 Michael Emmi Chairman, President and CEO, Systems & Computer Systems & Computer Technology Technology (SCT) Corporation (SCT) Corporation 4 Country View Road Malvern, PA 19355 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 Robert E. Keith Jr. Managing Director of TL Ventures and President TL Ventures and CEO, Technology Leaders Management, Inc. 700 Building 435 Devon Park Drive Wayne, PA 19087 Jack L. Messman President and CEO, Cambridge Technology Partners Cambridge Technology Partners 8 Cambridge Center Cambridge, MA 02142 Warren V. Musser (Same as above) (Same as above) Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group 3600 Market Street Suite 530 Philadelphia, PA 19104 John W. Poduska Sr. Chairman of the Board, Advanced Visual Systems, Advanced Visual Systems, Inc. Inc. 300 Fifth Avenue Waltham, MA 02154 Heinz Schimmelbusch President, Safeguard International Group, Inc., Safeguard International Chairman, Allied Resource Corporation, Chairman, Group, Inc. Metallurg, Inc. and Managing Director, Safeguard 800 The Safeguard Building International Fund, L.P. 435 Devon Park Drive Wayne, PA 19087 Hubert J.P. Schoemaker Chairman of the Board, Centocor, Inc. Centocor, Inc. 200 Great Valley Parkway Malvern, PA 19355 Harry Wallasea (Same as above) (Same as above) Carl J. Yankowski President and CEO, Palm Computing, Inc. Palm Computing, Inc. 5400 Bayfront Plaza, MS9208 Santa Clara, CA 95054 * All Executive Officers and Directors are U.S. citizens, except Heinz Schimmelbusch, who is a citizen of Austria, and Hubert J.P. Schoemaker, who is a citizen of the Netherlands. Suite 520 Radnor, PA 19087
7 CUSIP NO. 29088U 10 3 PAGE 7 OF 7 SCHEDULE II All of the following purchases were effected by a subsidiary of the Reporting Person in brokers' transactions in the NASDAQ National Market.
PRICE TRANSACTION DATE SHARES PER SHARE ---------------- ------ --------- 4/25/00 35,000 $ 12.946 4/26/00 35,000 $ 15.563 4/26/00 15,000 $ 15.250 4/26/00 10,000 $ 15.500 4/27/00 45,000 $ 15.844 4/27/00 10,000 $ 15.594 4/27/00 75,000 $ 16.658 4/28/00 6,000 $ 18.563 4/28/00 100,000 $ 18.475 5/1/00 200 $ 19.500 5/2/00 5,000 $ 19.438 5/3/00 20,000 $ 20.000 5/3/00 10,000 $ 20.000 5/3/00 25,000 $19.7813 5/3/00 40,000 $ 20.000 5/3/00 8,000 $ 19.688 5/3/00 28,000 $ 19.563 5/3/00 6,000 $ 19.500 5/3/00 7,000 $ 19.625 5/3/00 15,000 $ 20.000 5/4/00 10,500 $ 20.000 5/4/00 32,200 $ 21.125 5/4/00 17,300 $ 21.250 5/4/00 4,500 $ 22.150 5/4/00 5,500 $ 20.688 5/4/00 4,200 $ 20.375 5/4/00 6,000 $ 21.750 5/4/00 13,200 $ 22.500 5/5/00 35,000 $ 21.750 5/5/00 21,500 $ 21.750 5/5/00 15,000 $ 22.000 5/5/00 10,000 $ 21.750 5/5/00 11,000 $ 22.000 5/5/00 10,000 $ 21.750 5/8/00 90,000 $ 20.851 5/9/00 10,000 $ 20.938 5/9/00 5,000 $ 21.000 5/9/00 7,000 $ 21.000 5/9/00 6,000 $ 21.000 5/9/00 5,000 $ 21.000 5/9/00 5,000 $ 21.000 5/10/00 8,000 $ 20.000 5/10/00 18,000 $ 20.000 5/10/00 35,000 $ 20.000 5/10/00 11,500 $ 20.063 5/10/00 22,500 $ 20.063 5/10/00 5,000 $ 20.125 5/11/00 1,000 $ 19.625 5/11/00 2,000 $ 19.625 5/12/00 30,000 $ 19.750 5/12/00 12,000 $ 19.938 5/12/00 7,000 $ 20.000 5/12/00 13,000 $ 19.875 5/12/00 8,000 $ 20.188 5/12/00 11,000 $ 20.563 5/12/00 19,000 $ 21.000 5/15/00 13,000 $ 18.938 5/15/00 12,000 $ 19.000 5/15/00 5,000 $ 19.125 5/15/00 10,500 $ 19.500 5/15/00 6,000 $ 19.500 5/16/00 13,000 $ 19.625 5/16/00 30,000 $ 19.750 5/16/00 4,000 $ 19.875 5/16/00 12,000 $ 19.875 5/17/00 40,000 $ 18.188 5/17/00 19,000 $ 17.688 5/17/00 28,000 $ 18.625 5/17/00 14,000 $ 18.938 5/18/00 54,000 $ 18.938 5/18/00 22,000 $ 19.000 5/18/00 5,500 $ 19.000 5/18/00 10,000 $ 19.000 5/18/00 2,500 $ 19.000 --------- TOTAL 1,322,600 ---------
EX-1 2 JOINT VENTURE AGREEMENT 1 JOINT VENTURE AGREEMENT This Agreement is made as of October 26, 1999 by and between Internet Capital Group, Inc. ("ICG") and Safeguard Scientifics, Inc. ("SSI") WHEREAS, SSI and ICG and certain entitled controlled by them own and/or have the right to acquire substantial numbers of shares of voting capital stock of eMerge Interactive, Inc. ("EMerge"); and WHEREAS, SSI and ICG desire to act jointly to exercise a controlling influence over the management and policies of eMerge. NOW, THEREFORE, intending to be legally bound, the parties agree as follows: 1. Election of Directors. Each of SSI and ICG will vote all shares of eMerge that it currently owns or hereafter acquires, and will use reasonable efforts in good faith to cause all other eMerge shareholders controlled by it to vote all of their shares of eMerge currently owned or hereafter acquired, to elect to and maintain on the eMerge Board of Directors, two designees of ICG and two designees of SSI (one of which shall be subdesignated by TL Ventures). The designees of ICG and SSI will be advised of the existence and the purpose of this Agreement, and will be encouraged, subject to their fiduciary duties, to consult with each other on all key corporate matters submitted to a vote of the directors of eMerge, including capital structure, corporate reorganizations, mergers and acquisitions, sale of substantially all of the corporation's assets, significant loans and borrowings, significant capital expenditures, budgets, and key management personnel decisions. 2. Other Votes. The parties will consult with each other with regard to all matters submitted to a vote of the shareholders of eMerge, and will attempt in good faith to agree on a course of action which is in the best interests of both SSI and ICG, it being acknowledged that this is an obligation to meet and discuss such matters, but not an obligation to act other than in each entity's best interest. 3. Right of First Refusal. After the closing of eMerge's initial Public offering (defined below), if either of SSI and ICG or any of their majority owned subsidiaries intends to sell to an unaffiliated buyer less than all of its shares of capital stock of eMerge, it will first offer to sell such shares to the other party at the fair market price of the shares, based on the average closing price of the Class A common stock of eMerge as reported on the principal market or exchange on which such shares trade for the five trading days immediately preceding the date on which the offer expires. Such offer will expire at 4:00 eastern time on the first trading day after the date the offer was made. If the offer is accepted for any or all of the shares, the parties will each be obligated to complete the transaction at the offered price within five business days after acceptance. If the offer is not accepted in whole, then the selling party may sell the remaining offered shares at any time within one month after the offer was made at the market price at the time of the sale. For purposes of this Agreement, the term "Public Offering" means the effectiveness of a 2 registration statement filed by eMerge pursuant to the Securities Act of 1933, as amended (other than on Form S-4 or S-8 on any successor forms thereto), covering the offer and sale of Class A Common Stock in an underwritten public offering on a firm commitment basis in which the gross proceeds of the offering will equal or exceed $10,000,000 (calculated before deducting underwriters' discounts and commissions and other offering expenses), and in which the public offering price per share of Class A Common Stock (calculated before deducting underwriters' discounts and commissions) results in a valuation of the total number of outstanding shares of capital stock of eMerge immediately prior to the closing of the public offering of at least $30,000,000. 4. Sale of Entire Interest. After the closing of eMerge's initial Public Offering, if either of SSI or ICG desires to sell to an unaffiliated buyer all of the shares of capital stock of eMerge owned by such party and its majority owned subsidiaries, such party will first discuss such intention with the other party and will attempt in good faith to provide the other party to have the opportunity either to purchase all of the shares owned by the selling party and its subsidiaries or to participate in the sale of shares to the unaffiliated buyer. 5. Management of the Company. Each of SSI and ICG acknowledges that (i) it intends to actively participate in discussions with the other party regarding the business of eMerge and (ii) it has substantial expertise in the e-commerce industry. The parties will coordinate their public statements regarding this Agreement and eMerge, including filings on Schedule 13D. 6. Term and Termination. This Agreement shall continue in effect until the earlier of (a) the date the parties mutually agree in writing to terminate or amend this Agreement and (b) the date that the aggregate number of shares of eMerge owned by either ICG or SSI is less than 5% of all of the outstanding shares of all classes of Common Stock of eMerge on a combined basis. This Agreement shall terminate automatically if it is determined by relevant authority not to create a valid joint venture; provided that the parties will prior to such termination meet to discuss in good faith and to determine whether this Agreement could be modified to constitute a valid joint venture so long as such modifications do not materially alter the respective rights and obligations of the parties. 7. Non-assignable Agreement. This Agreement, and the rights and obligations of the parties hereunder, shall be binding on the parties and their successors, but may not be otherwise assigned by either party. 8. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as applied to contracts made and to be performed entirely within that state between residents of that state. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. INTERNET CAPITAL GROUP, INC. SAFEGUARD SCIENTIFICS, INC. By: /s/ Henry W. Nassau By: /s/ Steve J. Rosard ------------------------------- ---------------------------------- Name: Henry W. Nassau Name: Steve J. Rosard Title: Managing Director Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----