SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SAFEGUARD SCIENTIFICS INC

(Last)

(First)

(Middle)

435 DEVON PARK DR

BLDG 800

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMERGE INTERACTIVE INC [ EMRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debt	$20	01/30/2004		4J⁽¹⁾		$2,414,413	⁽¹⁾	⁽¹⁾	Class A Common	120,721	⁽¹⁾	$0	I	Safeguard Delaware⁽²⁾
Convertible Debt	$11.25	01/30/2004		4J⁽¹⁾		$3,825,000	⁽¹⁾	⁽¹⁾	Class A Common	340,000	⁽¹⁾	$0	I	Safeguard 98⁽³⁾

Explanation of Responses:

1. The Reporting Persons are creditors of a debtor that owned shares of the Issuer. The Convertible Debt reported in Table II, which was convertible into shares of the Issuer prior to the filing of debtor's bankrupty petition, represents approx. 26% of the total pre-petition debt of the debtor held by the Reporting Persons. Reporting Persons' security interest in the shares of the Issuer owned by debtor was disallowed by the bankruptcy court. However, as a creditor of the estate, Reporting Persons and their affiliates are entitled to their pro rata creditors' share of any distributions made by the debtor's estate. During January 2004, the debtor's estate sold the shares of Issuer owned by the debtor's estate. On January 30, 2004, the debtor's estate distributed to Reporting Persons and their affiliates from the sale of such shares approx. $583,312 relating to the convertible debt included in Table II.

2. Safeguard Delaware, Inc. is a wholly owned subsidiary of Safeguard Scientifics, Inc.

3. Safeguard Delaware, Inc., a wholly owned subsidiary of Safeguard Scientifics, Inc., is the general partner of Safeguard 98 Capital, L.P. and Safeguard 99 Capital, L.P.

Remarks:

Joint Filing - Additional reporting persons: Safeguard Scientifics (Delaware), Inc. Safeguard Delaware, Inc. Safeguard 98 Capital L.P. 103 Springer Building 3411 Silverside Road P. O. Box 7048 Wilmington, DE 19803

	STEVEN J. FEDER, Sr.V.P./General Counsel	02/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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