8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2008

Safeguard Scientifics, Inc.
(Exact name of registrant as specified in its 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:

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 5.04. Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

On November 21, 2008, the Plan Administrator for the Safeguard Scientifics, Inc. Retirement Plan (the “401(k) Plan”) notified Safeguard Scientifics, Inc. (“Company”) of a proposed blackout period regarding the 401(k) Plan, in accordance with the requirements of Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended.  The blackout period for the 401(k) Plan is expected to commence during the week beginning December 21, 2008 and is expected to end during the week beginning January 18, 2009 (the “Blackout Period”). The Blackout Period is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider.

During the Blackout Period, participants in the 401(k) Plan will be temporarily suspended from making certain transactions under the 401(k) Plan, including directing or diversifying investments, obtaining a loan from the 401(k) Plan, and obtaining a distribution or withdrawal from the 401(k) Plan.  Notice of the Blackout Period was sent to all participants or beneficiaries under the 401(k) Plan on November 21, 2008.

On November 21, 2008, the Company sent a notice to its directors and executive officers informing them of the Blackout Period and the prohibitions on engaging in any non-exempt transactions in equity securities of the Company during the Blackout Period, as well as during the regularly scheduled quarterly blackout periods applicable to directors and certain employees (including all executive officers) (the “Notice”). The Company’s regularly scheduled quarterly blackout period begins prior to the Blackout Period and will not end until after the end date of the Blackout Period.

The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR.  A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

A participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period.  Information may be obtained before, during and for at least two years after the Blackout Period by any of the following methods:

Mail — Safeguard Scientifics, Inc., 435 Devon Park Drive, Building 800, Philadelphia, PA 19087; Attn: Corporate Secretary
Phone — (610) 293-0600
 
ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Notice of Blackout Period provided to Safeguard Scientifics, Inc. directors and executive officers

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, 2008	By:	BRIAN J. SISKO
		Brian J. Sisko Senior Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

435 Devon Park Drive
Building 800
Wayne, PA 19087
610.293.0600
(FAX) 610.293.0601

MEMORANDUM

TO:	Members of the Board of Directors and Executive Officers Safeguard Scientifics, Inc.
FROM:	Brian J. Sisko, Senior Vice President and General Counsel
RE:	Notice of Blackout Period
DATE:	November 21, 2008

As you know, you may not buy or sell equity securities of Safeguard Scientifics, Inc. during a specified period of time in each calendar quarter (the “Quarterly Blackout Period”). The Quarterly Blackout Period for the fourth quarter and fiscal year ending December 31, 2008 will begin at the close of the markets on December 17, 2008 and will last until the business day following the public release of Safeguard Scientifics’ fourth quarter and fiscal year ending December 31, 2008 earnings. You will be informed of the exact date on which the Quarterly Blackout Period for the fourth quarter and fiscal year ending December 31, 2008 will end.

Please note that the Quarterly Blackout Period for the fourth quarter is expected to overlap with a separate blackout period for participants in the Safeguard Scientifics, Inc. Retirement Plan (the “401(k) Plan”) that is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider. The blackout period for the 401(k) Plan is scheduled to commence the week beginning December 21, 2008 and is expected to end the week beginning January 18, 2009 (the “Plan Blackout Period”). Since the exact dates of the Plan Blackout Period depend on a number of factors, you may call me at 610-975-4984 at any time to determine whether the Plan Blackout Period has begun or ended. I also will notify you of any delays.

Regardless of whether you are a participant in the 401(k) Plan, YOU WILL BE PROHIBITED FROM TRADING IN EQUITY SECURITIES OF SAFEGUARD SCIENTIFICS, other than exempt transactions, from the close of the markets on December 17, 2008 until the expiration of the Quarterly Blackout Period or the expiration of the Plan Blackout Period, whichever is later. You should be aware that certain transactions which are normally permitted during our Quarterly Blackout Period (for example, exercising stock options or paying for option shares by tendering previously owned shares to pay for the exercise price) are not permitted during the Plan Blackout Period. The regulations do provide exceptions for a limited number of transactions, primarily those that take place automatically or in a manner that is outside your control. Bona fide gifts also are exempted.

Any pending purchase or sale orders involving equity securities of Safeguard Scientifics that could be executed during a blackout period must be canceled, unless they are part of a written trading plan that has been cleared by Safeguard Scientifics or are otherwise exempt transactions. Please refer to our Code of Business Conduct and Ethics and our Statement of Company Policy on Securities Trading by Company Personnel for further information regarding investment in the equity securities of Safeguard Scientifics or any of our partner companies.

Please remember that in addition to the above trading prohibitions, you are generally prohibited from buying, selling or recommending securities while you are aware of material, non-public information about any security or its issuer. Once these blackout periods end, you will still be subject to our normal rules requiring pre-clearance of trading in the equity securities of Safeguard Scientifics or any of our partner companies.

Federal securities laws require us to provide this notice to you as a director or executive officer of Safeguard Scientifics. Please contact me at (610) 975-4984 for further information or questions.