SC 13D 1 w40490sc13d.txt SCHEDULE 13D USDATA CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO___________)* USDATA Corporation ------------------ (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 917294 10 0 ----------- (CUSIP Number) Diana Wechsler Kerekes, 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) September 12, 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. 917294 10 0 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 OO 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 10,442,579 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 10,442,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,442,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.83% 14 TYPE OF REPORTING PERSON CO * Excludes an aggregate of 250,927 shares of common stock held by certain executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3) foundations controlled by them. Safeguard Scientifics, Inc. disclaims beneficial ownership of such shares. Also excludes exercisable options to purchase 18,000 shares of common stock held by Jack Messman, a director of Safeguard Scientifics, Inc., of which Safeguard Scientifics, Inc. disclaims beneficial ownership. 3 CUSIP No. 917294 10 0 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 OO 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 7,042,498 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 7,042,498 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,042,498 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.30% 14 TYPE OF REPORTING PERSON CO 4 CUSIP No. 917294 10 0 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 OO 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 3,400,081 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 3,400,081 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,400,081 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.33% 14 TYPE OF REPORTING PERSON CO 5 CUSIP No. 917294 10 0 1 NAME OF REPORTING PERSON Safeguard 2000 Capital, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 23-3026167 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 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 -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 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) 0% 14 TYPE OF REPORTING PERSON PN 6 CUSIP No. 917294 10 0 1 NAME OF REPORTING PERSON Safeguard Fund Management, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 23-3045546 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 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 2,175,703 REPORTING PERSON 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,175,703 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,175,703 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.48% 14 TYPE OF REPORTING PERSON CO 7 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, $0.01 par value per share, of USDATA Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 2435 North Central Expressway, Richardson, TX 75080-2722. According to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, the number of shares of the Company's common stock, $.01 par value, outstanding as of July 31, 2000,was 13,974,596. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by Safeguard Scientifics, Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics (Delaware), Inc. ("SSD"), Safeguard 2000 Capital L.P. ("Safeguard 2000"), and Safeguard Fund Management, Inc. ("SFMI") (collectively, the "Reporting Persons" and, individually, a "Reporting Person"). Safeguard is a leader in developing and operating premier Internet Infrastructure companies. SSD and SDI are wholly owned subsidiaries of Safeguard. SFMI is a wholly owned subsidiary of SDI. SDI is the general partner of Safeguard 2000, a limited partnership organized under the laws of Delaware, and has sole voting and dispositive power over the securities owned by Safeguard 2000. SFMI is the sole general partner of Safeguard Fund Management, L.P., a Delaware limited partnership which is the sole general partner of SCP Management II, L.P., the general partner of SCP Private Equity II General Partner, L.P., the general partner of SCP Private Equity Partners II, L.P. SFMI holds a membership interest in SCP Private Equity II, LLC, the investment manager of SCP Private Equity Partners II, L.P. ("SCP"). SFMI shares voting and dispositive power over the securities owned by SCP. Set forth in Schedule I annexed hereto are the name, identity and background of each Reporting Person and set forth in Schedules II, III, IV and V are 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. (d) and (e) During the past five years, no Reporting Person nor, to the best of each Reporting Person's knowledge, no person named in Schedules II through V to this Schedule 13D, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the terms of the Securities Purchase Agreement dated September 12, 2000 among eMake Corporation, the Company, Safeguard 2000 and SCP, Safeguard 2000 and SCP each acquired 5,300,000 shares of Series A Preferred Stock of eMake Corporation for an aggregate purchase price by each entity of $13,250,000. Each share of Series A Preferred Stock of eMake Corporation is potentially convertible into 0.025 shares of Series B Preferred Stock of the Company pursuant to the terms of the Exchange Agreement dated September 12, 2000. Safeguard 2000 and SCP also each received a warrant to purchase additional shares of Series A Preferred Stock at a per share exercise price of $0.01. The number of shares for which the warrants may be exercised is based on performance criteria for eMake's software products as of June 30, 2001. The funds used in making such purchases came from the committed capital of each limited partnership. On August 6, 1999, SDI purchased 50,000 shares of Series A Preferred Stock of the Company for a purchase price of $5,000,000. SDI paid the purchase price from its existing working capital. ITEM 4. PURPOSE OF TRANSACTION The shares were acquired pursuant to the Securities Purchase Agreement described in Item 3 of this statement on Schedule 13D. SCP entered into the above mentioned transaction to acquire the shares for investment purposes. Safeguard acquired the shares as part of its operating strategy to integrate its partner companies into a collaborative network that leverages its collective knowledge and resources. With the goal of holding its partner company interests for the long term, Safeguard uses these collective resources to actively develop the business strategies, 8 operations and management teams of the Company and its other partner companies. Safeguard intends to review, from time to time, its interest in the Company's business, financial condition, results of operations and prospects, economic and industry conditions, as well as other developments and other acquisition opportunities. Based upon these considerations, Safeguard may seek to acquire additional shares of common stock of the Company on the open market or in privately negotiated transactions, or to dispose of all of a portion of its shares of the Company. Safeguard has a strategic relationship with the Company and, accordingly, one representative of Safeguard is currently a member of the Board of Directors of the Company. Safeguard anticipates that this strategic relationship will continue. SCP has the right to propose one director for election to the Company's board and the Company's management has agreed to nominate the proposed director. This right continues as long as SCP owns at least 5% of the outstanding common stock of the Company (on an as-converted basis). Other than as set forth in Item 3 or Item 4 of this statement on Schedule 13D, each Reporting Person currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) - (i) of Schedule 13D (although each Reporting Person reserves the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 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. Unless otherwise indicated in Schedule VI annexed hereto, no Reporting Person or director or executive officer of a Reporting Person listed on Schedules II through V 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) 10,442,579 53.83% Safeguard Delaware, Inc. 7,042,498 36.30% Safeguard Scientifics (Delaware), Inc. 3,400,081 24.33% Safeguard Fund Management, Inc. 2,175,703 13.48% Safeguard 2000 Capital L.P. 0 0.00%
(1) Calculations based upon 13,974,596 shares outstanding on July 31, 2000 and assumes, where applicable, the conversion of the Series A Preferred Stock into 1,075,268 shares and the conversion of the Series B Preferred Stock (that may potentially be issued upon the exchange of shares of Series A Preferred Stock of eMake Corporation) into 4,351,406 shares. (2) Includes the 7,042,498 shares beneficially owned by Safeguard Delaware, Inc., the 3,400,081 shares beneficially owned by Safeguard Scientifics (Delaware), Inc., and the 2,175,703 shares beneficially owned by Safeguard Fund Management, Inc. Safeguard is the sole stockholder of each of SDI and SSD, and SDI is the sole stockholder of SFMI. Safeguard and each of SDI, SSD, and SFMI have reported that Safeguard, together with each of SDI, SSD and SFMI, respectively, have shared voting and dispositive power with respect to the shares beneficially owned by each of SDI, SSD and SFMI, respectively, and SDI and SFMI have reported that SDI, together with SFMI, has shared voting and dispositive power with respect to the shares beneficially owned by SFMI. Excludes an aggregate of 250,927 shares of common stock held by certain executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3) foundations controlled by them. Safeguard Scientifics, Inc. disclaims beneficial ownership of such shares. Also excludes exercisable options to purchase 18,000 shares of common stock held by Jack Messman, a director of Safeguard Scientifics, Inc., of which Safeguard Scientifics, Inc. disclaims beneficial ownership. 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described in Item 4 of this statement on Schedule 13D, to each Reporting Person's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Securities Purchase Agreement dated as of September 12, 2000 99.2 Exchange Agreement dated as of September 12, 2000 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information named in this schedule is true, complete and correct. Date: September 20, 2000 Safeguard Scientifics, Inc. By: /s/ James A. Ounsworth ------------------------------------ James A. Ounsworth Sr. Vice President, General Counsel and Secretary Date: September 20, 2000 Safeguard Delaware, Inc. By: /s/ James A. Ounsworth ------------------------------------ James A. Ounsworth Vice President and Secretary Date: September 20, 2000 Safeguard Scientifics (Delaware), Inc. By: /s/ James A. Ounsworth ------------------------------------ James A. Ounsworth Vice President and Secretary Date: September 20, 2000 Safeguard Fund Management, Inc. By: /s/ James A. Ounsworth ------------------------------------ James A. Ounsworth Vice President and Secretary Date: September 20, 2000 Safeguard 2000 Capital L.P. By: Safeguard Delaware, Inc. Its: General Partner By: /s/ James A. Ounsworth ------------------------------------ James A. Ounsworth Vice President and Secretary 10 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 developing and operating premier Internet Infrastructure companies. 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 2000 Capital L.P. ("Safeguard 2000"), a Delaware limited partnership, and owns all of the outstanding capital stock of Safeguard Fund Management, Inc., a Delaware corporation ("SFMI"). 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 Fund Management, Inc. SFMI is a wholly owned subsidiary of SDI. SFMI is the sole general partner of Safeguard Fund Management, L.P., a Delaware limited partnership which is the sole general partner of SCP Management II, L.P., the general partner of SCP Private Equity II General Partner, L.P., the general partner of SCP Private Equity Partners II, L.P. SFMI holds a membership interest in SCP Private Equity II, LLC, the investment manager of SCP Private Equity Partners II, L.P. ("SCP"). SFMI is a holding company and has an office at 103 Springer Building, 3411 Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule V provides information about the executive officers and directors of SFMI as of the date of this Schedule 13D. 5. Safeguard 2000 Capital L.P. Safeguard 2000 is a Delaware limited partnership with a principal place of business at 1013 Centre Road, Suite 350, Wilmington, DE 19095. 11 SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Scientifics, Inc.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Warren V. Musser Chairman of the Board and Chief Executive Officer Safeguard Scientifics, Inc. 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 Stephen J. Andriole Sr. Vice President and Chief Technology Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Gerald A. Blitstein Sr. Vice President and Chief Financial Officer Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Michael G. Bolton Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 Thomas C. Lynch Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Secretary Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Wayne, PA 19087
12
DIRECTORS* Vincent G. Bell Jr. President and Chief Executive Officer, Verus Verus Corporation Corporation 5 Radnor Corporate Center Suite 520 Radnor, PA 19087 Walter W. Buckley III President & CEO, Internet Capital Internet Capital Group 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 President TL Ventures and CEO, Technology Leaders Management, Inc. 700 Building 435 Devon Park Drive Wayne, PA 19087 Michael Emmi Chairman, President and CEO, Systems & Computer Systems & Computer Technology Corporation Technology Corporation 4 Country View Road Malvern, PA 19355 Jack L. Messman President and CEO, Cambridge Technology Cambridge Technology Partners Partners (Massachusetts), Inc. 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 Systems, Advanced Visual Systems, Inc. Inc. 300 Fifth Avenue Waltham, MA 02154 Heinz Schimmelbusch President, Safeguard International Group, Inc., Safeguard International Chairman, Allied Resource Corporation, Chairman, Group, Inc. Metallurg, Inc. and Managing Director, Safeguard 800 The Safeguard Building International Fund, L.P. 435 Devon Park Drive Wayne, PA 19087 Hubert J.P. Schoemaker Chairman of the Board and CEO, Neuronyx, Inc. Neuronyx, 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. 13 SCHEDULE III DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD DELAWARE, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Delaware, Inc.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Harry Wallaesa President and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc. 800 The Safeguard Building President, Safeguard Delaware, Inc. 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Delaware, Inc. Wayne, PA 19087 Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Delaware, Inc. Wayne, PA 19087 Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building Vice President and Treasurer, Safeguard Delaware, 435 Devon Park Drive Inc. Wayne, PA 19087 Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Delaware, Inc. 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Delaware, Inc. 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive Delaware, Inc. Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President and Secretary, Safeguard Delaware, Wayne, PA 19087 Inc. DIRECTORS* James A. Ounsworth (Same as above) (Same as above)
* All Executive Officers and Directors are U.S. Citizens. 14 SCHEDULE IV DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Scientifics (Delaware), Inc.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Harry Wallaesa President and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc. 800 The Safeguard Building President, Safeguard Scientifics (Delaware), Inc. 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Scientifics (Delaware), Wayne, PA 19087 Inc. Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Scientifics (Delaware), Wayne, PA 19087 Inc. Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building Vice President and Treasurer, Safeguard 435 Devon Park Drive Scientifics (Delaware), Inc. Wayne, PA 19087 Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Scientifics (Delaware), 435 Devon Park Drive Inc. Wayne, PA 19087 John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Scientifics (Delaware), 435 Devon Park Drive Inc. Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive Scientifics (Delaware), Inc. Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President and Secretary, Safeguard Wayne, PA 19087 Scientifics (Delaware), Inc. DIRECTORS* James A. Ounsworth (Same as above) (Same as above)
* All Executive Officers and Directors are U.S. Citizens. 15 SCHEDULE V DIRECTORS AND EXECUTIVE OFFICERS OF SAFEGUARD FUND MANAGEMENT, INC. Set forth below are the name, business address, present principal occupation or employment of each director and executive officer of Safeguard Fund Management, Inc.
Name Present Principal Employment Business Address ---- ---------------------------- ---------------- EXECUTIVE OFFICERS* Warren V. Musser Chairman of the Board and Chief Executive Safeguard Scientifics, Inc. Officer, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Chairman of the Board and Chief Executive Wayne, PA 19087 Officer, Safeguard Fund Management, Inc. Harry Wallaesa President and CEO, Safeguard Scientifics, Inc., Safeguard Scientifics, Inc. 800 The Safeguard Building President, Safeguard Fund Management, Inc. 435 Devon Park Drive Wayne, PA 19087 Jerry L. Johnson Executive Vice President, Operations, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Fund Management, Inc. Wayne, PA 19087 Stephen J. Andriole Sr. Vice President and Chief Technology Officer, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President, Safeguard Fund Management, Inc. Wayne, PA 19087 Gerald A. Blitstein Sr. Vice President and CFO, Safeguard Safeguard Scientifics, Inc. Scientifics, Inc. 800 The Safeguard Building Vice President and Treasurer, Safeguard Fund 435 Devon Park Drive Management, Inc. Wayne, PA 19087 Michael G. Bolton Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Fund Management, Inc. 435 Devon Park Drive Wayne, PA 19087 John K. Halvey Sr. Vice President, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President, Safeguard Fund Management, Inc. 435 Devon Park Drive Wayne, PA 19087 N. Jeffrey Klauder Sr. Vice President Safeguard Scientifics, Inc. 800 The Safeguard Building Vice President and Assistant Secretary, Safeguard 435 Devon Park Drive Fund Management, Inc. Wayne, PA 19087 James A. Ounsworth Sr. Vice President, General Counsel and Safeguard Scientifics, Inc. Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building 435 Devon Park Drive Vice President and Secretary, Safeguard Fund Wayne, PA 19087 Management, Inc. DIRECTORS* James A. Ounsworth (Same as above) (Same as above)
* All Executive Officers and Directors are U.S. Citizens. 16 SCHEDULE VI 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 Transaction Date Type of Transaction Shares Price Per Share ---- ---------------- ------------------- ------ ---------------
17 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Securities Purchase Agreement dated as of September 12, 2000 99.2 Exchange Agreement dated as of September 12, 2000