-----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, O5nKV6Z1+bBMkMqtGEgCOjQ9iAsrXktg+RrxiNt+RM3IKezhyowo4EGGLw6FVs+1 4DMk2kjhW6C63jGoOaIVAg== 0000893220-08-000993.txt : 20080403 0000893220-08-000993.hdr.sgml : 20080403 20080403104353 ACCESSION NUMBER: 0000893220-08-000993 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05620 FILM NUMBER: 08736119 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: BLDG 800 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102930600 MAIL ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: BLDG 800 CITY: WAYNE STATE: PA ZIP: 19087 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 10-K/A 1 w53230a1e10vkza.htm FORM 10-K/A SAFEGUARD SCIENTIFICS, INC. e10vkza
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2007
Commission File Number 1-5620
Safeguard Scientifics, Inc.
(Exact name of Registrant as specified in its charter)
     
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
  23-1609753
(I.R.S. Employer ID No.)
     
435 Devon Park Drive    
Building 800    
Wayne, PA   19087
(Address of principal executive offices)   (Zip Code)
(610) 293-0600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of each exchange on which registered
Common Stock ($.10 par value)   New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
     Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
     Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No þ
     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
     As of June 30, 2007, the aggregate market value of the Registrant’s common stock held by non-affiliates of the registrant was $338,086,524 based on the closing sale price as reported on the New York Stock Exchange.
     The number of shares outstanding of the Registrant’s Common Stock, as of March 28, 2008 was 121,564,111.
DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the definitive proxy statement (the “Definitive Proxy Statement”) to be filed with the Securities and Exchange Commission for the Company’s 2008 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
 
 

 


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SIGNATURES
Certification of Peter J. Boni
Certification of Raymond J. Land
Certification of Peter J. Boni, Pursuant to Section 906
Certification of Raymond J. Land, Pursuant to Section 906


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This Amendment on Form 10-K/A is being filed solely for the purpose of providing a dated signature page and dated versions of the following exhibits, all of which were inadvertently included without dates in Safeguard Scientifics, Inc.’s Form 10-K for the fiscal year ended December 31, 2007, originally filed with the Securities and Exchange Commission on March 31, 2008:
31.1   Certification of Peter J. Boni pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
 
31.2   Certification of Raymond J. Land pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
 
32.1   Certification of Peter J. Boni pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32.2   Certification of Raymond J. Land pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Except as described above, no other changes have been made in this Form 10-K/A.

 


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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  Safeguard Scientifics, Inc.
 
 
  By:   PETER J. BONI    
    Peter j. boni   
    President and Chief Executive Officer   
 
Dated: March 31, 2008
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
Peter J. Boni
 
Peter J. Boni
  President and Chief Executive
Officer and Director
(Principal Executive Officer)
  Dated: March 31, 2008
 
       
Raymond J. Land
 
Raymond J. Land
  Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
  Dated: March 31, 2008
 
       
Michael J. Cody
 
Michael J. Cody
  Director    Dated: March 31, 2008
 
       
Julie A. Dobson
 
Julie A. Dobson
  Director    Dated: March 31, 2008
 
       
Robert E. Keith, Jr.
 
Robert E. Keith, Jr.
  Chairman of the Board of Directors   Dated: March 31, 2008
 
       
Andrew E. Lietz
 
Andrew E. Lietz
  Director    Dated: March 31, 2008
 
       
George MacKenzie
 
George MacKenzie
  Director    Dated: March 31, 2008
 
       
George McClelland
 
George McClelland
  Director    Dated: March 31, 2008
 
       
Jack L. Messman
 
Jack L. Messman
  Director    Dated: March 31, 2008
 
       
John W. Poduska, Sr.
 
John W. Poduska Sr.
  Director    Dated: March 31, 2008
 
       
John J. Roberts
 
John J. Roberts
  Director    Dated: March 31, 2008
 
       
Robert J. Rosenthal
 
Robert J. Rosenthal
  Director    Dated: March 31, 2008

 

EX-31.1 2 w53230a1exv31w1.htm CERTIFICATION OF PETER J. BONI exv31w1
 

Exhibit 31.1
CERTIFICATION
I, Peter J. Boni, certify that:
1.   I have reviewed this Annual Report on Form 10-K of Safeguard Scientifics, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)   all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
  SAFEGUARD SCIENTIFICS, INC.
 
 
Date: March 31, 2008  PETER J. BONI    
  Peter J. Boni   
  President and Chief Executive Officer   

 

EX-31.2 3 w53230a1exv31w2.htm CERTIFICATION OF RAYMOND J. LAND exv31w2
 

         
Exhibit 31.2
CERTIFICATION
I, Raymond J. Land, certify that:
1.   I have reviewed this Annual Report on Form 10-K of Safeguard Scientifics, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
  SAFEGUARD SCIENTIFICS, INC.
 
 
Date: March 31, 2008   RAYMOND J. LAND    
  Raymond J. Land   
  Senior Vice President and Chief Financial Officer   
 

 

EX-32.1 4 w53230a1exv32w1.htm CERTIFICATION OF PETER J. BONI, PURSUANT TO SECTION 906 exv32w1
 

Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
     In connection with the Annual Report of Safeguard Scientifics, Inc. (“Safeguard”) on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter J. Boni, President and Chief Executive Officer of Safeguard, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.   The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m(a)); and
 
2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safeguard.
         
  SAFEGUARD SCIENTIFICS, INC.
 
 
Date: March 31, 2008  PETER J. BONI    
  Peter J. Boni   
  President and Chief Executive Officer   
 

 

EX-32.2 5 w53230a1exv32w2.htm CERTIFICATION OF RAYMOND J. LAND, PURSUANT TO SECTION 906 exv32w2
 

Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Safeguard Scientifics, Inc. (“Safeguard”) on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond J. Land, Senior Vice President and Chief Financial Officer of Safeguard, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.   The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, (15 U.S.C. 78m(a)); and
 
2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safeguard.
         
  SAFEGUARD SCIENTIFICS, INC.
 
 
Date: March 31, 2008   RAYMOND J. LAND    
  Raymond J. Land   
  Senior Vice President and Chief Financial Officer   
 

 

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