0001157523-11-006921.txt : 20111121 0001157523-11-006921.hdr.sgml : 20111121 20111121100015 ACCESSION NUMBER: 0001157523-11-006921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111121 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111121 DATE AS OF CHANGE: 20111121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05620 FILM NUMBER: 111217942 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 8-K 1 a50079482.htm SAFEGUARD SCIENTIFICS, INC. 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)

November 21, 2011

Safeguard Scientifics, Inc.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania

1-5620

23-1609753

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

435 Devon Park Drive, Building 800, Wayne, PA

19087

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code

610-293-0600

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):

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

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

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

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


ITEM 8.01.      Other Events.

On November 21, 2011, the Registrant issued a press release announcing that its Board of Directors has authorized the Company, from time to time and depending on market conditions, to repurchase shares of its outstanding common stock, with up to an aggregate value of $10 million. These repurchases will be made in open market or privately negotiated transactions. The manner, timing and amount of any purchases will be determined by the Registrant based upon an evaluation of market conditions, stock price and other factors.  The Board’s authorization does not obligate the Registrant to acquire any particular amount of common stock and may be modified or suspended at any time, at the Registrant’s discretion.

A copy of the Registrant’s press release describing the stock repurchase is being furnished as Exhibit 99.1 hereto.

ITEM 9.01.      Financial Statements and Exhibits

(d) Exhibits
 

99.1      Press Release dated November 21, 2011.


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:

November 21, 2011 By:

 

/s/ BRIAN J. SISKO

 

Brian J. Sisko

 

Senior Vice President and General Counsel

EX-99.1 2 a50079482ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Safeguard Scientifics Renews Share Repurchase Program

Reiterates Confidence in Long-Term Strategy

WAYNE, Pa.--(BUSINESS WIRE)--November 21, 2011--Safeguard Scientifics, Inc. (NYSE: SFE), a holding company that builds value in growth-stage life sciences and technology companies, today announced that its Board of Directors has renewed its prior authorization of a share repurchase program.

Safeguard’s Board of Directors has reauthorized the Company, from time to time and depending on market conditions, to repurchase shares of its outstanding common stock, with up to an aggregate value of $10 million. These repurchases will be made in open market or privately negotiated transactions in compliance with Securities and Exchange Commission and other applicable legal requirements. The manner, timing and amount of any purchases will be determined by Safeguard based upon an evaluation of market conditions, stock price and other factors. The Board’s authorization does not obligate Safeguard to acquire any particular amount of common stock; may be modified or suspended at any time at Safeguard’s discretion; and replaces any prior repurchase authorization.

Stephen T. Zarrilli, Senior Vice President and Chief Financial Officer of Safeguard said, “In May 2008, our board approved a share repurchase of up to $10 million, pursuant to which Safeguard repurchased an aggregate of 163,000 shares for the aggregate amount of $1.3 million. Since those share repurchases were undertaken we also have repurchased approximately $81.6 million in face value of convertible debt. Safeguard’s debt to equity ratio has moved from 1:1 at March 31, 2008 to 1:8. The reauthorization of this share repurchase program provides management with the flexibility to consider share repurchases in the future. However, management still believes that multiple opportunities exist to deploy capital in new and existing partner companies capable of producing meaningful future returns.”

Zarrilli continued, “As we stated during our third quarter 2011 results conference call, at September 30, Safeguard’s interests in its 13 partner companies represented an aggregate of $167 million in capital deployed, and our net cash, cash equivalents and marketable securities totaled $235 million. This amount of cash provides a meaningful base of capital, but not an amount we consider excessive in relation to opportunities for capital deployment being presented to us. Although we can’t predict or guarantee that we will produce any particular level of return, if any, since January 1, 2006 Safeguard’s aggregate cash-on-cash returns have averaged 2.4x for exit transactions and write-offs relating to partner company relationships created by our current management since January 2006. Applying this aggregate track record to existing and future capital deployed provides a potential assessment of future value.”


About Safeguard Scientifics

Founded in 1953 and based in Wayne, PA, Safeguard Scientifics, Inc. (NYSE: SFE) provides growth capital for entrepreneurial and innovative life sciences and technology companies. Safeguard targets life sciences companies in Molecular and Point-of-Care Diagnostics, Medical Devices, Regenerative Medicine, Specialty Pharmaceuticals and selected healthcare services, and technology companies in Internet / New Media, Financial Services IT, Healthcare IT and selected business services with capital requirements of up to $25 million. Safeguard participates in expansion financings, corporate spin-outs, management buyouts, recapitalizations, industry consolidations and early-stage financings. For more information, please visit our website at www.safeguard.com, our blog at blog.safeguard.com, download our web app at app.safeguard.com, or you can follow us on Twitter (twitter.safeguard.com), LinkedIn (linked.safeguard.com) or YouTube (youtube.safeguard.com).

Forward-Looking and Cautionary Statements

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. Such 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 against stated strategy, the uncertainty of the future performance of our companies, acquisitions and dispositions of companies, the inability to manage growth, compliance with government regulations, additional financing requirements, 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, including our Annual Report on Form 10-K . 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.

CONTACT:
Safeguard Scientifics, Inc.
John E. Shave, 610-975-4952
Vice President, Business Development and Corporate Communications