8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 9, 2005

Safeguard Scientifics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

1-5620	23-1609753
(Commission File Number)	(IRS Employer Identification No.)

800 The Safeguard Building
435 Devon Park Drive
Wayne, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

610-293-0600

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition

On March 10, 2005, Safeguard Scientifics, Inc. (“Registrant”) issued a press release setting forth Registrant’s financial information for the fourth quarter and year ended December 31, 2004. A copy of Registrant’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On March 9, 2005, the Registrant’s president and chief executive officer, Anthony L. Craig, notified the Board of Directors of his intention to retire and his decision to resign upon the commencement of employment of a new president and chief executive officer. A copy of Registrant’s press release dated March 10, 2005 is attached hereto as Exhibit 99.2 and hereby incorporated by reference.

ITEM 9.01. Financial Statements and Exhibits

(c)   Exhibits

99.1	Press Release of Safeguard Scientifics, Inc. dated March 10, 2005 Announcing 2004 Fourth Quarter and Full-Year Results
99.2	Press Release of Safeguard Scientifics, Inc. dated March 10, 2005 Announcing Chief Executive Officer Plans to Retire

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Safeguard Scientifics, Inc.
Dated: March 10, 2005	By:	STEVEN J. FEDER
		Steven J. Feder
		Senior Vice President and General Counsel

Exhibit Index

99.1	Press Release of Safeguard Scientifics, Inc. dated March 10, 2005 Announcing 2004 Fourth Quarter and Full-Year Results
99.2	Press Release of Safeguard Scientifics, Inc. dated March 10, 2005 Announcing Chief Executive Officer Plans to Retire

EX-99.1

EXHIBIT 99.1

CONTACT:	FOR IMMEDIATE RELEASE
Janine Dusossoit
Vice President, Investor Relations	(610) 293-0600

SAFEGUARD ANNOUNCES 2004 FOURTH QUARTER
AND FULL-YEAR RESULTS

CEO Anthony Craig to Retire

Wayne, PA, March 10, 2005 – Safeguard Scientifics, Inc. (NYSE: SFE), a strategic growth partner for information technology and life sciences companies in the Time-to-Volume stage of development, today announced its operating results for the fourth quarter ended December 31, 2004.

For the three months ended December 31, 2004, Safeguard’s consolidated revenues from continuing operations were $42.9 million, compared with $42.5 million in the fourth quarter of 2003. Net loss from continuing operations in the fourth quarter of 2004 was $20.4 million, or $0.17 per share compared with net loss from continuing operations of $35.5 million, or $0.30 per share in the fourth quarter of 2003. Net loss in the fourth quarter of 2004 was $18.6 million, or $0.15 per share, compared with net loss of $32.9 million, or $0.28 per share in the fourth quarter of 2003. The 2004 figure includes impairment charges of $7.1 million, and the 2003 figure includes impairment charges of $23.1 million.

For the full year ended December 31, 2004, consolidated revenues from continuing operations were $156.7 million compared to $167.4 million in the same period a year ago. In 2003, the company’s revenues included approximately $11.0 million from holdings that were sold in late 2003 and early 2004. Net loss from continuing operations was $35.0 million, or $0.29 per share, compared to a net loss of $41.3 million from continuing operations, or $0.35 per share. Net loss was $54.8 million, or $0.46 per share, compared to a net loss of $33.3 million, or $0.28 per share.

- more -

1

As previously reported, Safeguard completed the sale of its interest in CompuCom Systems on October 1, 2004. For the fourth quarter of 2004 and all periods reported, CompuCom results are shown as discontinued operations.

“We are pleased with the progress made by our companies in the fourth quarter of 2004. All our consolidated companies increased their revenues in the fourth quarter of 2004 compared to the third quarter,” said Anthony L. Craig, President and Chief Executive Officer of Safeguard Scientifics. “Safeguard’s strong balance sheet positions us well to continue facilitating the growth of our companies, as well as to consider acquisitions,” he said.

In a separate statement today, Safeguard Scientifics announced that President and Chief Executive Officer, Anthony L. Craig, intends to retire. Mr. Craig has agreed to remain as CEO until his successor is named. The Board of Directors has initiated a search for his successor.

Web Cast
Safeguard will host a conference call and Web cast on March 10, 2005 at 9:00 a.m. (ET) to discuss fourth quarter and full-year 2004 results. Interested parties may access the live Web cast through the Safeguard Web site at www.safeguard.com. Web participants are encouraged to go to the Web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. A replay of the Web cast will be archived and available at the Web site shortly after the call.

About Safeguard
Safeguard Scientifics, Inc. (NYSE: SFE) is a committed strategic growth partner for companies in the Time-to-Volume stage of development. Time-to-Volume companies are those that are generating revenues from a commercially viable product or service, but are facing new challenges as they scale their businesses to meet market opportunities. Focused primarily on the information technology and life sciences sectors, Safeguard generally acquires majority ownership interests in companies at this stage of growth. In addition to expansion capital, Safeguard provides its companies a wide range of operating and managerial expertise to drive their successful growth to become market leaders. For more information about Safeguard and its strategy, visit www.safeguard.com.

Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties. These forward-looking statements that could cause actual results to differ materially, include, among others, managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, the ability to execute our strategy, the uncertainty of the future performance of our companies, acquisitions and dispositions of companies, the inability to manage growth, compliance with government regulations and legal liabilities, additional financing requirements, labor disputes, the effect of economic conditions in the business sectors in which our companies operate, and other uncertainties described in the Company’s filings with the Securities and Exchange Commission. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.

# # #

2

Safeguard Scientifics, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

	December 31,		December 31,
	2004		2003
Assets
Current Assets
Cash and cash equivalents, restricted cash and marketable securities — Parent	$	162,378	$	129,618
— Subsidiaries		19,170		15,247
Restricted marketable securities		3,771		—
Accounts receivable, net		37,677		33,363
Prepaid expenses and other current assets		8,974		7,278
Current assets of discontinued operations		—		333,150
Total current assets		231,970		518,656
Property and equipment, net		45,135		14,873
Ownership interests in and advances to companies		35,311		53,119
Long-term marketable securities		11,964		—
Long-term restricted marketable securities		13,045		—
Intangible assets, net		10,855		10,017
Goodwill		93,049		90,763
Other		12,483		19,830
Non-current assets of discontinued operations		—		129,228
Total Assets	$	453,812	$	836,486
Liabilities and Shareholders’ Equity
Current maturities of long-term debt	$	5,337	$	11,530
Other current liabilities		47,026		42,763
Current liabilities of discontinued operations		—		186,166
Total current liabilities		52,363		240,459
Long-term debt		21,329		2,537
Minority interest		11,652		14,557
Other long-term liabilities		12,665		13,152
Convertible subordinated notes		—		200,000
Convertible senior debentures		150,000		—
Non-current liabilities of discontinued operations		—		129,610
Total shareholders’ equity		205,803		236,171
Total Liabilities and Shareholders’ Equity	$	453,812	$	836,486

As a result of the sale of CompuCom, the assets and liabilities of CompuCom are reflected as a discontinued operation as of December 31, 2003. All prior periods have been reclassified to conform to this presentation. Certain other prior year amounts have also been reclassified to conform to the current year presentation.

3

Safeguard Scientifics, Inc.
Condensed Consolidated Statements of Operations
(in thousands except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2004			2003			2004			2003
Revenue
Product sales	$	3,034		$	5,083		$	8,397		$	17,822
Service sales		39,826			37,388			148,312			149,616
Total revenue		42,860			42,471			156,709			167,438
Operating Expenses
Cost of sales — product		658			1,093			2,728			6,879
Cost of sales — service		29,473			23,974			102,271			93,278
Selling, general and administrative		23,950			25,388			103,771			110,812
Amortization of intangibles		1,348			4,111			5,129			9,499
Impairment		—			15,968			—			15,968
Total operating expenses		55,429			70,534			213,899			236,436
Operating loss		(12,569	)		(28,063	)		(57,190	)		(68,998	)
Other income (loss), net		(752	)		653			38,804			48,930
Impairment — related party		(3,400	)		—			(3,400	)		(659	)
Interest Income		1,072			359			2,628			2,197
Interest expense		(1,875	)		(2,993	)		(9,761	)		(12,173	)
Equity loss		(5,461	)		(7,407	)		(14,534	)		(17,179	)
Minority interest		2,543			1,848			8,428			6,754
Net loss from continuing operations before income taxes		(20,442	)		(35,603	)		(35,025	)		(41,128	)
Income tax benefit (expense)		81			76			24			(209	)
Net loss from continuing operations		(20,361	)		(35,527	)		(35,001	)		(41,337	)
Discontinued operations, net of income taxes		1,759			2,643			(19,819	)		8,006
Net Loss	$	(18,602	)	$	(32,884	)	$	(54,820	)	$	(33,331	)
Basic loss per share from continuing operations	$	(0.17	)	$	(0.30	)	$	(0.29	)	$	(0.35	)
Basic income (loss) per share from discontinued operations		0.02			0.02			(0.17	)		0.07
Basic net loss per share	$	(0.15	)	$	(0.28	)	$	(0.46	)	$	(0.28	)
Diluted loss per share from continuing operations	$	(0.17	)	$	(0.30	)	$	(0.29	)	$	(0.35	)
Diluted income (loss) per share from discontinued operations		0.02			0.02			(0.17	)		0.05
Diluted net loss per share (a)	$	(0.15	)	$	(0.28	)	$	(0.46	)	$	(0.30	)
Weighted average shares outstanding — basic and diluted		120,419			118,846			119,965			118,486

As a result of the sale of CompuCom, the results of CompuCom are shown as discontinued operations for all periods presented. Certain other prior year amounts have also been reclassified to conform to the current year presentation.

(a) If a consolidated or equity method public company has dilutive options or securities outstanding, dilutive net loss per share is computed first by deducting from net loss the income attributable to the potential exercise of the dilutive options or securities of the company.

4

Safeguard Scientifics, Inc.
Results of Segment Operations from Continuing Operations
(in thousands)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2004			2003			2004			2003
Revenues
Alliance	$	24,140		$	22,187		$	93,148		$	87,648
ChromaVision		2,883			3,142			9,769			11,928
Mantas		8,813			7,218			25,929			23,321
Pacific Title		6,113			6,826			25,609			31,528
Other Companies		884			3,026			2,162			12,697
Total Segment Results		42,833			42,399			156,617			167,122
Other Items		27			72			92			316
	$	42,860		$	42,471		$	156,709		$	167,438
Operating Income (Loss) (a)
Alliance	$	(1,468	)	$	(16,261	)	$	(5,039	)	$	(18,344	)
ChromaVision		(6,078	)		(1,635	)		(20,974	)		(9,670	)
Mantas		(180	)		(4,803	)		(11,512	)		(21,059	)
Pacific Title		279			619			1,226			5,674
Other Companies		(251	)		(1,558	)		(1,647	)		(3,908	)
Total Segment Results		(7,698	)		(23,638	)		(37,946	)		(47,307	)
Other Items		(4,871	)		(4,425	)		(19,244	)		(21,691	)
	$	(12,569	)	$	(28,063	)	$	(57,190	)	$	(68,998	)
Safeguard Share of Net Income (Loss) from Continuing Operations
Alliance (b)	$	(1,553	)	$	(16,323	)	$	(5,336	)	$	(18,559	)
ChromaVision (b)		(3,609	)		(1,150	)		(12,829	)		(6,568	)
Mantas (b)		(200	)		(4,293	)		(11,904	)		(17,546	)
Pacific Title (b)		287			514			1,157			4,851
Other Companies (c)		(5,684	)		(7,391	)		25,887			28,308
Total Segment Results		(10,759	)		(28,643	)		(3,025	)		(9,514	)
Other Items (d)		(9,602	)		(6,884	)		(31,976	)		(31,823	)
Net Loss from Continuing Operations	$	(20,361	)	$	(35,527	)	$	(35,001	)	$	(41,337	)

(a) Operating Income (Loss) represents the revenues less operating expenses of each segment, and excludes any allocation to minority interest.

(b) Safeguard Share of Net Income (Loss) from Continuing Operations includes the net results of each segment, including interest, adjusted for any amount allocated to minority interest.

(c) Other Companies, includes Laureate Pharma (which was acquired in December 2004), and those companies in which Safeguard has less than a majority interest, as well as our ownership in funds. Our share of Other Companies consists primarily of equity income (loss) and gains (loss) on companies, both of which are reported below the operating income (loss) line.

(d) Other Items includes corporate expenses and income taxes.

5

EX-99.2

EXHIBIT 99.2

CONTACT:	FOR IMMEDIATE RELEASE
Janine Dusossoit
Vice President, Investor Relations	(610) 293-0600

SAFEGUARD SCIENTIFICS ANNOUNCES ITS CHIEF EXECUTIVE OFFICER PLANS TO RETIRE

WAYNE, PA – March 10, 2005 — Safeguard Scientifics, Inc. (NYSE: SFE), a leading developer of companies in the information technology and life sciences sectors, announced today that its president and chief executive officer, Anthony L. Craig, has notified the Board of Directors of his intention to retire. Mr. Craig has agreed to remain in his role until a new CEO is named.

The company’s Board of Directors has commenced a search for Mr. Craig’s successor and expects a successful transition. The Board said it had engaged Egon Zehnder International to manage the search.

“Since his arrival at Safeguard in 2001, Tony has been a major change agent,” said Robert E. Keith, Jr., Safeguard’s Chairman of the Board. “Three years ago, the company was facing critical issues following the collapse of the Internet market. Tony and the new management led Safeguard through a difficult turnaround, successfully repositioning the company’s strategy, restoring the balance sheet to health, and focusing the portfolio of companies in which Safeguard is invested. As a result, the company is in far better shape.”

Mr. Craig will continue to serve as a director of the company.

About Safeguard

Safeguard Scientifics, Inc. (NYSE: SFE) is a committed strategic growth partner for companies in the Time-to-Volume stage of development. Time-to-Volume companies are those that are generating revenues from a commercially viable product or service, but are facing new challenges as they scale their businesses to meet market opportunities. Focused primarily on the information technology and life sciences sectors, Safeguard generally acquires majority ownership interests in companies at this stage of growth. In addition to expansion capital, Safeguard provides its companies a wide range of operating and managerial expertise to drive their successful growth to become market leaders. For more information about Safeguard and its strategy, visit www.safeguard.com.