SC 13D/A 1 w45421sc13da.txt SCHEDULE 13D AMENDMENT - SAFEGUARD 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 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) December 21, 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 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) 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. 2 CUSIP No. 17111P 10 4 Page 2 of 22 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 6,455,944 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,455,944 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,455,944 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.07% 14 TYPE OF REPORTING PERSON CO * Excludes an aggregate of 48,499 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. 3 CUSIP No. 17111P 10 4 Page 3 of 22 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 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 Delaware NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 3,017,223 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 3,017,223 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,017,223 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.99% 14 TYPE OF REPORTING PERSON CO 4 CUSIP No. 17111P 10 4 Page 4 of 22 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 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 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) 17.11% 14 TYPE OF REPORTING PERSON CO 5 CUSIP No. 17111P 10 4 Page 5 of 22 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 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 -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.62% 14 TYPE OF REPORTING PERSON PN 6 Page 6 of 22 The following information supplements and amends the information contained in the Schedule 13D previously filed by Safeguard Scientifics, Inc. ("Safeguard") relating to the ownership by its subsidiaries of the common stock, $0.01 par value per share, 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 identifying, developing and operating premier technology companies with a focus on three sectors: software, communications, and eServices. 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 Add the following to the end of Item 3: Pursuant to the terms of the Stock Purchase Agreement dated as of December 21, 2000, among XL Vision, Inc., Safeguard, SDI and incuVest, LLC, SDI acquired from XL Vision, Inc., for an aggregate purchase price of $779,950, 366,122 shares of common stock of the Company. The funds used in making such purchase came from the general working capital of Safeguard. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Replace the disclosure previously contained in Item 5 with the following: The table below sets forth the aggregate number of shares and percentage of the Company's outstanding shares beneficially owned by each Reporting Person. Except as otherwise noted, each person listed has sole voting and dispositive power over all shares listed opposite its name. Any of the aforementioned persons whose names do not appear in the table below do not, to the best of each Reporting Person's knowledge, beneficially own any shares of the Company. The Schedule 13D previously filed included in Safeguard's beneficial ownership calculation the shares of common stock of the Company owned by XL Vision, Inc. ("XL"). Safeguard disclaims beneficial ownership of the shares of common stock of the Company owned by XL except as expressly described in 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) 6,455,944 32.07% Safeguard Delaware, Inc. (3) 3,017,223 14.99% Safeguard Scientifics (Delaware), Inc. 3,438,721 17.11% Safeguard 98 Capital L.P. (4) 324,612 1.62%
(1) Calculations based upon 20,092,466 shares outstanding. (2) Includes the 2,652,561 shares and a warrant to purchase 40,050 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. Safeguard is the 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, 7 Page 7 of 22 together with each of SDI and SSD, respectively, have shared voting and dispositive power with respect to the shares beneficially owned by each of SDI and SSD, respectively. Excludes an aggregate of 48,499 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. (3) Includes a warrant to purchase 40,050 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. 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 ISSUER In addition to the agreements previously filed as exhibits to Schedule 13D, Safeguard and SDI are parties to the Stock Purchase Agreement dated as of December 21, 2000, among XL Vision, Inc., Safeguard, SDI and incuVest, LLC, pursuant to which SDI acquired the shares set forth in Items 3 and 4 above from XL Vision, Inc. Item 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Stock Purchase Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.1 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.2 Registration Rights Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.2 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.3 Note Purchase Agreement dated as of May 14, 1999 (incorporated by reference to Exhibit 99.3 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.4 Purchase and Sale Agreement dated as of December 21, 2000 (filed herewith) 8 Page 8 of 22 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this schedule is true, complete and correct. Date: February 12, 2001 Safeguard Scientifics, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Executive Vice President Date: February 12, 2001 Safeguard Delaware, Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: February 12, 2001 Safeguard Scientifics (Delaware), Inc. By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President Date: February 12, 2001 Safeguard 98 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ N. Jeffrey Klauder ----------------------------------- N. Jeffrey Klauder Vice President 9 Page 9 of 22 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 identifying, developing and operating premier technology companies with a focus on three sectors: software, communications, and eServices. 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. 10 Page 10 of 22 SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Warren V. Musser Chairman of the Board and Chief Executive Safeguard Scientifics,Inc. Officer 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 Gerald A. Blitstein Executive Vice President and Chief Safeguard Scientifics,Inc. Financial Officer 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Executive Vice President Safeguard Scientifics,Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Executive Vice President and General Safeguard Scientifics,Inc. Counsel 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* 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 President & 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 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 Michael Emmi Chairman, President and CEO, Systems & Systems & Computer Technology Computer Technology Corporation Corporation 4 Country View Road Malvern, PA 19355 Jack L. Messman President and CEO, Cambridge Technology Cambridge Technology Partners Partners (Massachusetts) 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 Advanced Visual Systems, Inc. Systems, Inc. 300 Fifth Avenue Waltham, MA 02154
11 Page 11 of 22
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- Heinz Schimmelbusch President, Safeguard International Group, Safeguard International Group Inc., Chairman, Allied Resource Building 400 Corporation, Chairman, Metallurg, Inc. and 435 Devon Park Drive Managing Director, Safeguard International Wayne, PA 19087 Fund, L.P. Hubert J.P. Schoemaker Chairman of the Board and CEO, Neuronyx, Neuronyx, Inc. Inc. 200 Great Valley Parkway Malvern, PA 19355 Harry Wallaesa (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. 12 Page 12 of 22 SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Harry Wallaesa President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President and Assistant Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Joseph DeSanto Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya Zweier Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Mary Alice Avery Assistant Secretary 103 Springer Building 3411 Silverside Road Wilmington, DE 19810
* All Executive Officers and Directors are U.S. Citizens. 13 Page 13 of 22 SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Harry Wallaesa President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Vice President and Treasurer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Vice President and Assistant Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 DIRECTORS* Joseph DeSanto Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Tonya Zweier Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Mary Alice Avery Assistant Secretary 103 Springer Building 3411 Silverside Road Wilmington, DE 19810
* All Executive Officers and Directors are U.S. Citizens. 14 Page 14 of 22 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 ---- ---- ------------------- ------ --------------- Vincent G. Bell Jr. 12/19/00 Sale 10,000 $2.4319
15 Page 15 of 22 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Stock Purchase Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.1 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.2 Registration Rights Agreement dated as of September 28, 2000 (incorporated by reference to Exhibit 99.2 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.3 Note Purchase Agreement dated as of May 14, 1999 (incorporated by reference to Exhibit 99.3 filed with Schedule 13-D filed with the SEC on October 10, 2000) 99.4 Purchase and Sale Agreement dated as of December 21, 2000 (filed herewith)