SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)(1)
ChromaVision Medical Systems, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
17111P 10 4
(CUSIP Number)
N. Jeffrey Klauder, 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)
June 13, 2002
--------------------------------------------------------------------------------
(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)
(1) 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 17111P 10 4 13D Page 2 of 19
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
WC
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 14,566,022
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
13,647,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,566,022
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4 %
14 TYPE OF REPORTING PERSON
CO
* Excludes an aggregate of 45,915 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and 501(c)(3)
foundations, trusts and limited partnerships that are either controlled by them
or over which they exercise shared voting or dispositive power. Safeguard
Scientifics, Inc. disclaims beneficial ownership of such shares.
CUSIP No. 17111P 10 4 13D Page 3 of 19
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
AF
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 10,802,689
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
9,883,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,802,689
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / x /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1%
14 TYPE OF REPORTING PERSON
CO
* Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as
amended, the filing persons may have acquired beneficial ownership of 918,718
shares of ChromaVision Medical Systems, Inc. common stock by virtue of voting
agreements and irrevocable proxies which are described in Items 3 and 6 of this
report.
CUSIP No. 17111P 10 4 13D Page 4 of 19
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
AF
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 3,438,721
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,438,721
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,438,721
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 17111P 10 4 13D Page 5 of 19
1 NAME OF REPORTING PERSON
Safeguard 98 Capital, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
52-2081182
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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 324,612
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
324,612
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,612
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON
PN
Page 6 of 19
The following information supplements and amends the information contained in
the Schedule 13D and Amendment No. 1 thereto previously filed by Safeguard
Scientifics, Inc. ("Safeguard") relating to the ownership by its subsidiaries of
the common stock, $0.01 par value per share ("Common Stock"), of ChromaVision
Medical Systems, Inc., a Delaware corporation (the "Company") listed on the
cover pages of this amendment.
ITEM 2. IDENTITY AND BACKGROUND
No change except as follows:
(a) - (c) This Schedule 13D is being filed by Safeguard, Safeguard Delaware,
Inc. ("SDI"), Safeguard Scientifics (Delaware), Inc. ("SSD"), and Safeguard 98
Capital L.P. ("Safeguard 98") (collectively, the "Reporting Persons" and,
individually, a "Reporting Person"). Safeguard is a leader in building and
operating technology companies in three principal areas: business and IT
services, software and emerging technologies. SSD and SDI are wholly owned
subsidiaries of Safeguard. SDI is the general partner of Safeguard 98, a limited
partnership organized under the laws of Delaware, and has sole voting and
dispositive power over the securities owned by Safeguard 98. Set forth in
Schedule I annexed hereto are the name, identity and background of each
Reporting Person and set forth in Schedules II, III and IV is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the terms of the Securities Purchase Agreement dated July 10, 2001,
to which the Company and SDI were parties, SDI acquired from the Company, for an
aggregate purchase price of $500,000, 500 shares of the Series D 5% Cumulative
Convertible Preferred Stock ("Series D Stock") of the Company and a five-year
warrant to purchase 21,865 shares of common stock of the Company at a per share
exercise price of $6.8604. The funds used in making such purchase came from the
general working capital of Safeguard.
On June 13, 2002, SDI and Safeguard entered into a Securities Purchase Agreement
with the Company (the "Securities Purchase Agreement") that provided for the
transactions described below. The following discussion includes a summary of the
agreements being filed as exhibits to this Schedule, is necessarily limited in
scope and is qualified in its entirety by reference to the complete terms of
those agreements.
PURCHASE OF COMMON STOCK. The aggregate number of shares of Common
Stock to be purchased by SDI under the Securities Purchase Agreement is
4,416,404 at a price per share of $1.585. Of that amount, 4,053,641 shares were
purchased on June 13, 2002 for $6,425,021. An additional 100 shares will be
purchased on July 11, 2002, and the remaining 362,663 shares will be purchased
only after obtaining the approval of the Company's stockholders at a special
meeting expected to be held by August 31, 2002 (as discussed below). The funds
used in the transactions described in this Item 3 came from the general working
capital of Safeguard.
PURCHASE OF SERIES D PREFERRED STOCK. SDI entered into six separate
Stock Purchase Agreements, each dated as of June 13, 2002, with each of the
holders of the Company's Series D 5% Cumulative Convertible Preferred Stock, par
value $.01 (the "Series D Preferred Stock") other than SDI (the "Stock Purchase
Agreements"). The number of shares of Series D Preferred Stock acquired by SDI
on June 13, 2002 pursuant to the six separate Stock Purchase Agreements was
10,730 out of 12,500 shares outstanding. The shares acquired have an aggregate
redemption price and liquidation preference of $10,730,000. SDI was the original
purchaser and is the current holder of 500 shares of Series D Preferred Stock
having a redemption price and liquidation preference of $500,000. The remaining
1,270 shares of Series D Preferred Stock not purchased by SDI pursuant to the
Stock Purchase Agreements were separately converted by each of the holders
thereof into an aggregate of 819,290 shares of Common Stock after the sale of
the other shares of Series D Preferred Stock to SDI and after SDI's purchase of
Common Stock from the Company pursuant to the Securities Purchase Agreement. The
conversion occurred in accordance with the terms of the Series D Preferred Stock
at a price of $1.585 per share. Under the terms of the Series D Preferred Stock,
the conversion price, which had been $6.5746 per share, automatically adjusts to
any price at which shares of Common Stock are issued if that price is lower than
the then effective conversion price. As a result of SDI's purchase of Common
Stock on June 13, 2002 pursuant to the Securities
Page 7 of 19
Purchase Agreement, the conversion price of the Series D Preferred Stock was
automatically reduced to $1.585 per share.
The full conversion of the Series D Preferred Stock is subject to a
limitation in the certificate of designations by which the Series D Preferred
Stock was created that, without stockholder approval, the number of shares of
Common Stock issuable upon conversion of the Series D Preferred Stock, together
with the number of shares paid as dividends thereon or issued upon exercise of
the warrants to purchase Common Stock issued in connection with the issuance of
the Series D Preferred Stock in July 2001, cannot exceed 4,002,547 shares in the
aggregate. That number represented 19.9% of the number of shares of Common Stock
outstanding when the Series D Preferred Stock was issued. At present, the
aggregate number of shares into which the Series D Preferred Stock held by SDI
is convertible, taking into account the 19.9% limitation, the conversions that
have already taken place and the dividends that have been issued to date, is
3,112,941 shares.
SDI has agreed with the Company that, upon obtaining approval of the
stockholders at the upcoming special meeting, it will convert all of the
remaining shares of Series D Preferred Stock into Common Stock, provided that:
- stockholder approval is obtained by September 11,
2002,
- no litigation, arbitration or administrative
proceeding is then pending before any court or
governmental or regulatory authority which, in the
reasonable judgment of Safeguard, would make the
conversion of all of the shares of Series D Preferred
Stock then owned by SDI imprudent, and
- no temporary restraining order, preliminary
injunction or permanent injunction issued by any
court of competent jurisdiction or any governmental
or regulatory authority has been issued restraining
or prohibiting SDI from converting the shares of
Series D Preferred Stock.
If stockholder approval is not obtained by September 11, 2002, SDI will
have the right to have the shares of Series D Preferred Stock owned by it
redeemed by the Company for $13,476,000. The Company would also be obligated to
pay SDI a $700,000 fee.
VOTING AGREEMENTS AND IRREVOCABLE PROXIES. After each of the holders of
the Series D Preferred Stock other than SDI separately sold shares of Series D
Preferred Stock to SDI and each of them separately exercised its conversion
rights with respect to any shares of Series D Preferred Stock they retained as
described above, each of those parties separately gave SDI an irrevocable proxy
to vote the shares of Common Stock issued upon such conversion, as well as any
other shares thereafter acquired, at all meetings of stockholders, including the
special meeting to be held to approve the matters referred to below. The
aggregate number of shares of Common Stock subject to those proxies as a result
of the conversion of the shares of Series D Preferred Stock retained by the
former holders is 819,920. In addition, three directors and two officers of the
Company entered into voting agreements with SDI in which they agreed to vote an
aggregate of 99,428 shares of Common Stock in favor of the proposals to be
considered at the special meeting of stockholders and against certain other
matters that could be reasonably expected to impede, interfere with, delay,
postpone or materially adversely affect the transaction.
GUARANTEE OF DEBT FINANCING. In connection with the transactions
described herein, Safeguard has agreed to provide credit support to the Company.
The guarantee may be in the form of a traditional contractual guarantee, a
letter of credit or some other form of credit enhancement that is reasonably
acceptable to the lender. Safeguard will receive commercially reasonable
compensation for providing any such credit enhancement.
SDI WARRANT AND RIGHT OF FIRST REFUSAL. The Company has agreed to issue
to SDI a warrant to purchase up to 975,000 shares of Common Stock (the "SDI
Warrant") to protect it against dilution from the exercise of certain
outstanding options and warrants held by others that are exercisable to purchase
additional shares of Common Stock. Under the terms of the SDI Warrant, SDI is
entitled to purchase one share of Common Stock for every share of Common Stock
as to which any such other option or warrant is exercised. The exercise price
payable by SDI will be equal to the exercise price of any such other option or
Page 8 of 19
warrant. The issuance of the SDI Warrant is conditioned upon obtaining
stockholder approval at the upcoming special meeting as described below.
The Company has also agreed that SDI will have a right of first refusal
to purchase its pro-rata share of all equity securities that the Company
proposes to sell and issue in the future (other than compensatory grants of
stock options to directors, officers, employees and consultants). The pro-rata
share of SDI under the right of first refusal will be determined on an
as-converted basis, which means giving effect to the issuance of all shares of
capital stock which can be acquired from the Company or any wholly-owned
subsidiary of the Company upon conversion or exercise in full of purchase rights
under the terms of any Common Stock, Preferred Stock or other security which is
convertible or exercisable to acquire any Common Stock or Preferred Stock. The
right of first refusal will be binding upon the Company only if it is approved
by the stockholders at the upcoming special meeting as described below. The
Company cannot make any compensatory grants of stock options to employees,
officers, directors, consultants or advisors ("Compensatory Grants") without the
written consent of SDI for the period specified in "Covenants of the Company"
below. SDI has agreed not to unreasonably withhold such consent, but the
agreement provides that it will be reasonable for Safeguard to withhold consent
unless the Company grants SDI a warrant or comparable stock purchase right (a
"SDI Compensatory Grant") to acquire, at a price equal to the per share exercise
price of the Compensatory Grant, a number of shares of Common Stock so that, if
all of such Compensatory Grants were exercised in full, SDI would be entitled to
acquire under the SDI Compensatory Grant one share of Common Stock more than the
recipients of the Compensatory Grants would be entitled to acquire.
COVENANTS OF THE COMPANY. Pursuant to the terms of the Securities
Purchase Agreement, the Company has entered into a number of additional
covenants with SDI relating to the capital stock of the Company, including the
following:
- The Company will not engage in a number of specified
actions or enter into any agreement with respect to
any such actions without the prior written consent of
SDI, including but not limited to disposing of assets
outside the ordinary course of business, issuing any
equity securities other than certain compensatory
grants of stock options, increasing the number of
shares available for grant under the Company's stock
option or other similar benefit plans, declaring any
dividend on any class or series of stock, incurring
indebtedness in excess of $5,000,000, acquiring any
other business or making any equity investment in
another business, making certain amendments to its
certificate of incorporation or by-laws, entering
into any transaction with any officer or director of
the Company or holder of capital stock of the Company
or any member of their respective immediate families
or entities controlled by one or more of the
foregoing or make or permit any material change in
the nature of the Company's business except as
contemplated by the Company's business plan and
certain other transactions. These covenants expire on
the earliest of June 30, 2004, the date that SDI and
its affiliates no longer own greater than 40% of the
voting power of all outstanding securities of the
Company entitled to vote generally in the election of
directors or the date SDI or any of its affiliates
disposes of any equity security of the Company
(excluding a transfer to an affiliate).
- The Company will create a committee of its board of
directors comprised of three directors satisfying the
independence standards of the rules of the Nasdaq
Stock Market, Inc., and these directors will be
tasked with considering and, if appropriate,
approving any transactions between the Company and
officers, directors or holders of more than 5% of the
outstanding shares of any class of voting securities
of the Company, which would include SDI and its
affiliates.
The Company has also entered into a Registration Rights Agreement,
dated as of June 13, 2002, with SDI (the "Registration Rights Agreement")
pursuant to which SDI and its affiliates have rights to have shares of Common
Stock owned by SDI and its affiliates registered under the Securities Act of
1933.
COVENANTS OF SAFEGUARD. SDI has agreed with the Company that neither it
nor any of its affiliates will sell a number of shares of Common Stock greater
than 30% of the number
Page 9 of 19
of shares of Common Stock then outstanding in any transaction or series of
transactions unless the other stockholders of the Company are afforded the right
to sell to the proposed purchaser, at the same price per share and on the same
terms and conditions, the same proportion of their shares of Common Stock as the
proposed sale represents with respect to the aggregate number of shares of
Common Stock then owned by SDI and its affiliates. That covenant expires on June
13, 2005 and does not apply to a sale of Common Stock in a broadly disseminated
public offering or a broker's transaction under Rule 144 of the Securities and
Exchange Commission adopted under the Securities Act of 1933.
SDI has also agreed that, unless permitted by the affirmative vote of
the committee of independent directors designated to consider and approve
related party transactions or a vote of the holders of a majority of the
outstanding securities of the Company entitled to vote generally on the election
of directors (excluding shares held by Safeguard and its affiliates), it will
cause all directors of the Company who are employees of Safeguard or any of its
affiliates or who are appointed or nominated for election to the board of
directors of the Company at the request of SDI to vote in favor of the election
of three directors meeting the independence requirements of the rules of the
Nasdaq Stock Market, Inc. to the Company's Audit Committee and to the committee
of the board of directors referred to above tasked to consider and approve
related party transactions.
STOCKHOLDERS MEETING. As indicated above, the Company intends to hold a
special meeting of stockholders by August 31, 2002 at which the stockholders
will vote upon the following matters:
- the issuance to SDI of the additional 362,663 shares
of Common Stock referred to above;
- the granting to SDI of the SDI Warrant to purchase
975,000 additional shares of Common Stock;
- the conversion of the Series D Preferred Stock into a
number of shares that exceeds the 19.9% limit
referred to above; and
- the right of first refusal pursuant to which
Safeguard would be able to acquire additional equity
securities of the Company, including the SDI
Compensatory Grants described above.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions described herein was to acquire
additional shares of Common Stock and to provide the Company with needed working
capital. Furthermore, the transactions will improve the Company's balance sheet
and capital structure.
(A) Following stockholder approval, SDI will acquire additional shares
of Common Stock from the Company and is obligated (subject to certain
exceptions) to fully convert the shares of Series D Preferred Stock then owned
by it into shares of Common Stock, all as more fully described in Item 3. If
stockholder approval is not obtained, none of SDI, Safeguard or any of their
affiliates currently has any plans to acquire additional shares of capital stock
of the Company.
(B) Not applicable.
(C) Not applicable.
(D) The Securities Purchase Agreement provides that the Company must
request that its board of directors appoint or nominate for election by the
stockholders to the Board, nominees designated by Safeguard, provided that the
number of nominees so designated, if appointed or elected, plus all other
directors previously so designated and appointed or nominated or who are
directors, officers or employees of Safeguard or any of its Affiliates
("Safeguard Directors"), would not be greater than the number of incumbent
directors plus one. As used in the preceding sentence, the term "incumbent
directors" shall mean all members of the Company's board of directors who are
not Safeguard Directors. Provided that there exists at least one Safeguard
Director, the Company will cause a Safeguard Director
Page 10 of 19
to be a member of each committee of the board of directors of the Company except
for the Related Party Transactions Committee and the Audit Committee.
(E) SDI has agreed with the Company that, upon obtaining approval of
the stockholders at the special meeting as described above, it will convert all
of the remaining shares of Series D Preferred Stock into Common Stock, provided
that:
- stockholder approval is obtained by September 11,
2002,
- no litigation, arbitration or administrative
proceeding is then pending before any court or
governmental or regulatory authority which, in the
reasonable judgment of Safeguard, would make the
conversion of all of the shares of Series D Preferred
Stock then owned by SDI imprudent, and
- no temporary restraining order, preliminary
injunction or permanent injunction issued by any
court of competent jurisdiction or any governmental
or regulatory authority has been issued restraining
or prohibiting Safeguard from converting the shares
of Series D Preferred Stock.
If SDI converts all of the remaining shares of Series D Preferred Stock into
shares of Common Stock, the only capital stock of the Company outstanding at
that time will be Common Stock.
(F) Not applicable.
(G) Not applicable.
(H) Not applicable.
(I) Not applicable.
(J) Not applicable.
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 as of
June 20, 2002. The information contained in rows 6 through 11 on each of the
cover pages hereto is hereby incorporated by reference into this Item 5.
Unless otherwise indicated in Schedule V annexed hereto, no Reporting Person or
director or executive officer of a Reporting Person listed on Schedules II
through IV 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) 14,565,922 51.4%
Safeguard Delaware, Inc. (3) 10,802,589 38.1%
Safeguard Scientifics (Delaware), Inc. 3,438,721 13.7%
Safeguard 98 Capital L.P. (4) 324,612 1.3%
(1) Calculations based upon 25,151,774 shares outstanding.
(2) Includes the 6,709,015 directly held shares of common stock, the
3,112,941 shares of common stock currently issuable upon the conversion
of the Series D Preferred Stock and warrants to purchase 61,915 shares
beneficially owned by Safeguard Delaware, Inc., the 3,438,721 shares
beneficially owned by Safeguard Scientifics (Delaware), Inc., and
324,612 shares that Safeguard 98 has the option to acquire upon
conversion of debt of XL Vision to Safeguard 98. Includes the 918,718
shares that may be beneficially owned by Safeguard Delaware, Inc. by
virtue of voting agreements and irrevocable proxies which are described
in Item 6 of this report. Safeguard is the
Page 11 of 19
sole stockholder of each of SDI and SSD, and SDI is the general partner
of Safeguard 98 and has sole voting and dispositive power over the
securities owned by Safeguard 98. Safeguard and each of SDI and SSD
have reported that Safeguard, together with each of SDI and SSD,
respectively, has shared voting and dispositive power with respect to
the shares beneficially owned by each of SDI and SSD, respectively.
Excludes (i) an aggregate of 45,915 shares of Common Stock held by
certain executive officers and directors of Safeguard and 501(c)(3)
foundations, trusts and limited partnerships that are either controlled
by them or over which they exercise shared voting or dispositive power.
Safeguard disclaims beneficial ownership of such shares, (ii) 362,663
shares of Common Stock that SDI has the right to purchase from the
Company upon stockholder approval and (iii) 3,972,233 additional shares
of Common Stock issuable to SDI upon conversion of all of the
outstanding shares of Series D Preferred Stock upon stockholder
approval.
(3) Includes warrants to purchase 61,915 shares and 324,612 shares of the
Company which are owned by XL Vision and which may be acquired by
Safeguard 98 upon the conversion of XL Vision debt. Includes the
918,718 shares that may be beneficially owned by Safeguard Delaware,
Inc. by virtue of the voting agreements and irrevocable proxies
described in Item 3 of this report. See Note 2.
(4) Includes 324,612 shares of the Company which are owned by XL Vision and
which may be acquired by Safeguard 98 upon the conversion of XL Vision
debt. See Note 2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY
In addition to the agreements previously filed as exhibits to Schedule 13D,
Safeguard, SDI and the Company are parties to the Securities Purchase Agreement
dated June 13, 2002, pursuant to which SDI acquired shares of Common Stock from
the Company. In connection with this transaction, SDI and the Company also
entered into a Registration Rights Agreement dated June 13, 2002. Both the
Securities Purchase Agreement and the Registration Rights Agreement are more
fully described in Item 3.
After each of the holders of the Series D Preferred Stock other than Safeguard
sold shares of Series D Preferred Stock to SDI and then each of them exercised
its conversion rights with respect to the shares of Series D Preferred Stock
they retained, each of those parties gave SDI an Irrevocable Proxy to vote the
shares of Common Stock issued upon conversion of the Series D Preferred Stock
such party retained, as well as any other shares thereafter acquired, at all
meetings of stockholders, including the special meeting to be held to approve
certain aspects of these transactions, as described in Item 3. The aggregate
number of shares of Common Stock subject to those proxies is 819,920. The former
holders of Series D Preferred Stock that gave SDI proxies are Velocity
Investment Partners, Ltd., Halifax Fund, L.P., Credit Suisse First Boston
Corporation, Castle Creek Healthcare Partners LLC and CCL Fund, LLC.
In addition, Thomas R. Testman, Douglas S. Harrington, Michael G. Schneider,
Jose Torre Bueno and Mary Lake Polan each entered into Voting Agreements dated
June 13, 2002 with Safeguard in which they agreed to vote an aggregate of 99,428
shares of Common Stock in favor of the proposals to be considered at the special
meeting of stockholders and against certain other matters that could be
reasonably expected to impede, interfere with, delay, postpone or materially
adversely affect the transactions described herein.
The proxies and voting agreements expire upon the earlier to occur of
stockholder approval of the matters to be voted upon at the special meeting,
payment of a $700,000 fee by the Company if the matters are not approved at the
special meeting of stockholders or December 12, 2003. Upon expiration, Safeguard
will no longer beneficially own the shares subject to the proxies or the voting
agreements.
In connection with SDI's original purchase of Series D Stock in July 2001, the
Company issued to SDI a warrant to purchase 21,865 shares of Common Stock. SDI
has certain registration rights with respect to such shares of Common Stock
pursuant to the Registration Rights Agreement, dated July 10, 2001, by and among
the Company and the Purchasers listed on the signature pages thereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
99.5 Form of Common Stock Purchase Warrant to be issued by
ChromaVision Medical Systems, Inc. to Safeguard Delaware, Inc.
(incorporated by reference to Exhibit 4.2 filed with the
Current Report on Form 8-K filed by the Company with the SEC
on June 17, 2002)
99.6 Securities Purchase Agreement dated June 13, 2002 by and among
ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc.
and
Page 12 of 19
Safeguard Scientifics, Inc. (incorporated by reference to
Exhibit 99.1 filed with the Current Report on Form 8-K filed
by the Company with the SEC on June 17, 2002)
99.7 Form of Stock Purchase Agreement dated June 13, 2002 by and
among ChromaVision Medical Systems, Inc., Safeguard Delaware,
Inc. and each of six institutional investors (incorporated by
reference to Exhibit 99.2 filed with the Current Report on
Form 8-K filed by the Company with the SEC on June 17, 2002)
99.8 Registration Rights Agreement dated June 13, 2002 between
ChromaVision Medical Systems, Inc. and Safeguard Delaware,
Inc. (incorporated by reference to Exhibit 99.3 filed with the
Current Report on Form 8-K filed by the Company with the SEC
on June 17, 2002)
99.9 Form of Voting Agreement dated June 13, 2002 between Safeguard
Delaware, Inc. and certain individuals
99.10 Form of Irrevocable Proxy dated June 13, 2002 granted by
certain institutional investors
99.11 Securities Purchase Agreement, dated July 10, 2001, by and
among ChromaVision Medical Systems, Inc. and the Purchasers
listed on Schedule I thereto (incorporated by reference to
Exhibit 2.1 filed with the Current Report on Form 8-K filed by
the Company with the SEC on July 12, 2001)
99.12 Registration Rights Agreement, dated July 10, 2001, by and
among ChromaVision Medical Systems, Inc. and the Purchasers
listed on the signature pages thereto (incorporated by
reference to Exhibit 4.1 filed with the Current Report on Form
8-K filed by the Company with the SEC on July 12, 2001)
Page 13 of 19
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 24, 2002 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Managing Director
Date: June 24, 2002 Safeguard Delaware, Inc.
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Vice President
Date: June 24, 2002 Safeguard Scientifics (Delaware), Inc.
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Vice President
Date: June 24, 2002 Safeguard 98 Capital L.P.
By: Safeguard Delaware, Inc.
Its: General Partner
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Vice President
Page 14 of 19
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 building and operating technology
companies in three principal areas: business and IT services,
software and emerging technologies. 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 98 Capital L.P.
("Safeguard 98"), a Delaware limited partnership. 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 98 Capital L.P.
Safeguard 98 is a Delaware limited partnership with a
principal place of business at 103 Springer Building, 3411
Silverside Road, P.O. Box 7048, Wilmington, DE 19803.
Page 15 of 19
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Chief Executive Officer and Safeguard Scientifics,Inc.
Director 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Michael F. Cola Managing Director, Corporate Operations Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Robert D. Crowley Managing Director, Software Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Managing Director and Chief Financial Safeguard Scientifics,Inc.
Officer 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Anthony A. Ibarguen Managing Director, Business & IT Services Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Managing Director and General Counsel Safeguard Scientifics,Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Robert E. Keith, Jr. Managing Director of TL Ventures and TL Ventures
President and CEO, Technology Leaders 700 Building
Management, Inc. 435 Devon Park Drive
Wayne, PA 19087
Anthony L. Craig Same as above Same as above
Vincent G. Bell, Jr. President and Chief Executive Officer, Verus Corporation
Verus Corporation 5 Radnor Corporate Center
Suite 520
Radnor, PA 19087
Walter W. Buckley, III Chairman and CEO, Internet Capital Group, Internet Capital 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
Jack L. Messman Chairman of the Board, President and Chief Novell, Inc.
Executive Officer, Novell, Inc. 1800 South Novell Place
Prove, Utah 84606
Russell E. Palmer Chairman and CEO, The Palmer Group The Palmer Group
3600 Market Street, Suite 530
Philadelphia, PA 19104
John W. Poduska Sr. Consultant 295 Meadowbrook Rd.
Weston, MA 02493-2450
* All Executive Officers and Directors are U.S. Citizens.
Page 16 of 19
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Safeguard Delaware, Inc.; Safeguard Scientifics, Inc.
President and CEO, Safeguard Scientifics, 800 The Safeguard Building
Inc. 435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc.
Delaware, Inc.; Managing Director and CFO, 800 The Safeguard Building
Safeguard Scientifics, Inc. 435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc.
Safeguard Delaware, Inc.; Managing 800 The Safeguard Building
Director and General Counsel, Safeguard 435 Devon Park Drive
Scientifics, Inc. Wayne, PA 19087
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director, Finance/Controller, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
Page 17 of 19
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Safeguard Scientifics Safeguard Scientifics, Inc.
(Delaware), Inc.; President and CEO, 800 The Safeguard Building
Safeguard Scientifics, Inc. 435 Devon Park Drive
Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer, Safeguard Safeguard Scientifics,Inc.
Scientifics (Delaware), Inc.; Managing 800 The Safeguard Building
Director and CFO, Safeguard Scientifics, 435 Devon Park Drive
Inc. Wayne, PA 19087
N. Jeffrey Klauder Vice President & Assistant Secretary, Safeguard Scientifics,Inc.
Safeguard Scientifics (Delaware), Inc.; 800 The Safeguard Building
Managing Director and General Counsel, 435 Devon Park Drive
Safeguard Scientifics, Inc. Wayne, PA 19087
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Corporate Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Director, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director, Finance/Controller, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
Page 18 of 19
SCHEDULE V
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 Date Type of Transaction Shares Price Per Share
---- ---- ------------------- ------ ---------------
None.
Page 19 of 19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.5 Form of Common Stock Purchase Warrant to be issued by
ChromaVision Medical Systems, Inc. to Safeguard Delaware, Inc.
(incorporated by reference to Exhibit 4.2 filed with the
Current Report on Form 8-K filed by the Company with the SEC
on June 17, 2002)
99.6 Securities Purchase Agreement dated June 13, 2002 by and among
ChromaVision Medical Systems, Inc., Safeguard Delaware, Inc.
and Safeguard Scientifics, Inc. (incorporated by reference to
Exhibit 99.1 filed with the Current Report on Form 8-K filed
by the Company with the SEC on June 17, 2002)
99.7 Form of Stock Purchase Agreement dated June 13, 2002 by and
among ChromaVision Medical Systems, Inc., Safeguard Delaware,
Inc. and each of six institutional investors (incorporated by
reference to Exhibit 99.2 filed with the Current Report on
Form 8-K filed by the Company with the SEC on June 17, 2002)
99.8 Registration Rights Agreement dated June 13, 2002 between
ChromaVision Medical Systems, Inc. and Safeguard Delaware,
Inc. (incorporated by reference to Exhibit 99.3 filed with the
Current Report on Form 8-K filed by the Company with the SEC
on June 17, 2002)
99.9 Form of Voting Agreement dated June 13, 2002 between Safeguard
Delaware, Inc. and certain individuals
99.10 Form of Irrevocable Proxy dated June 13, 2002 granted by
certain institutional investors
99.11 Securities Purchase Agreement, dated July 10, 2001, by and
among ChromaVision Medical Systems, Inc. and the Purchasers
listed on Schedule I thereto (incorporated by reference to
Exhibit 2.1 filed with the Current Report on Form 8-K filed by
the Company with the SEC on July 12, 2001)
99.12 Registration Rights Agreement, dated July 10, 2001, by and
among ChromaVision Medical Systems, Inc. and the Purchasers
listed on the signature pages thereto (incorporated by
reference to Exhibit 4.1 filed with the Current Report on Form
8-K filed by the Company with the SEC on July 12, 2001)