UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED ON STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
Amendment No. 10
Tangram Enterprise Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
875924 10 2
(CUSIP Number)
Karen M. Keating, Esq.
Safeguard Scientifics, Inc.
435 Devon Park Drive, Building 800
Wayne, PA 19087
(610) 975-4984
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 4, 2003
(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 give
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. 875924 10 2 Page 2 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFEGUARD SCIENTIFICS, INC. 23-1609753
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 REPORTING 12,316,604 SHARES OF COMMON STOCK
PERSON WITH (ASSUMING CONVERSION OF SERIES F
CONVERTIBLE PREFERRED STOCK)*
------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------
10 SHARED DISPOSITIVE POWER
12,316,604 SHARES OF COMMON STOCK
(ASSUMING CONVERSION OF SERIES F
CONVERTIBLE PREFERRED STOCK)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,316,604 SHARES OF COMMON STOCK (ASSUMING CONVERSION OF SERIES F
CONVERTIBLE PREFERRED STOCK)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.89%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Opsware Inc. pursuant to the terms of
Voting Agreements, dated as of December 4, 2003. See Item 4.
CUSIP No. 875924 10 2 Page 3 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFEGUARD DELAWARE, INC. 52-2081181
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 REPORTING 1,500,000 SHARES OF COMMON STOCK
PERSON WITH (ASSUMING CONVERSION OF SERIES F
CONVERTIBLE PREFERRED STOCK)*
------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------
10 SHARED DISPOSITIVE POWER
1,500,000 SHARES OF COMMON STOCK
(ASSUMING CONVERSION OF SERIES F
CONVERTIBLE PREFERRED STOCK)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 SHARES OF COMMON STOCK (ASSUMING CONVERSION OF SERIES F
CONVERTIBLE PREFERRED STOCK)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.04%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Opsware Inc. pursuant to the terms of a
Voting Agreement, dated as of December 4, 2003. See Item 4.
CUSIP No. 875924 10 2 Page 4 of 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFEGUARD SCIENTIFICS (DELAWARE), INC. 51-0291171
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 REPORTING 10,816,604 SHARES OF COMMON STOCK*
PERSON WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------
10 SHARED DISPOSITIVE POWER
10,816,604 SHARES OF COMMON STOCK*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,816,604 SHARES OF COMMON STOCK*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.60%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Opsware Inc. pursuant to the terms of a
Voting Agreement, dated as of December 4, 2003. See Item 4.
CUSIP No. 875924 10 2 Page 5 of 11
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 10 to Schedule 13D amends and supplements the
Schedule 13D, as amended, previously filed by the Reporting Persons relating to
the common stock, par value $.01 per share (the "Common Stock") of Tangram
Enterprise Solutions, Inc. (the "Company"). This Statement on Schedule 13D
relates to the execution of Voting Agreements in connection with an Agreement
and Plan of Reorganization by and among Opsware Inc., TES Acquisition Corp. and
the Company. The executive office of the Company is located at 11000 Regency
Parkway, Suite 401, Cary, North Carolina 27511-8504.
ITEM 2. IDENTITY AND BACKGROUND.
NO CHANGE EXCEPT AS FOLLOWS:
(a) - (c) This Schedule 13D is being filed by: Safeguard Scientifics,
Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI") and Safeguard Scientifics
(Delaware), Inc. ("SSDI") (collectively, the "Safeguard Reporting Persons").
Safeguard is a leader in building and operating technology companies. SDI and
SSDI are wholly owned subsidiaries of Safeguard. Set forth in Schedule I annexed
hereto are the name, identity and background of each Safeguard Reporting Person
and set forth in Schedules II, III and IV annexed hereto is the information
required by Item 2 of Schedule 13D about the identity and background of each
Safeguard Reporting Person's directors, executive officers and controlling
persons, if any. The Safeguard Reporting Persons are sometimes referred to
herein, collectively, as the "Reporting Persons," and, individually, as a
"Reporting Person."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable
ITEM 4. PURPOSE OF TRANSACTION.
On December 4, 2003, Opsware Inc., TES Acquisition Corp., a wholly
owned subsidiary of Opsware, and the Company entered into an Agreement and Plan
of Reorganization (the "Merger Agreement") which provides for the merger of TES
Acquisition Corp. with and into Company (the "Merger"). Subject to certain
adjustments and conditions contained in the Merger Agreement, all of the
Company's outstanding debt as well as all outstanding shares of Company Common
Stock and Company Series F Preferred Stock will be converted into shares of
Opsware Inc. Common Stock valued at $10 million.
Concurrently with the execution of the Merger Agreement, each of SDI
and SSDI entered into a Voting Agreement with Opsware Inc. Pursuant to the terms
of the Voting Agreement, each of SDI and SSDI have agreed (1) not to transfer
any securities of the Company they currently hold or that may be acquired prior
to the effective time of the Merger and (2) to cause all shares of capital stock
of the Company held by each to be voted at any annual, special or adjourned
meeting of the shareholders of the Company (i) in favor of the approval and
adoption of the Merger Agreement and the approval of the Merger and any actions
required in furtherance of the Merger and (ii) against approval of any
Acquisition Proposal (as defined in the Merger Agreement), any action or
agreement that would result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or of SDI or SSDI under the applicable Voting
Agreement, or any other matter that could reasonably be expected to impede,
delay or materially and adversely affect the consummation of the Merger. Each of
SDI and SSDI will also deliver to Opsware Inc. an Irrevocable Proxy appointing
each of the members of the Board of Directors of Opsware Inc. as their proxies
to exercise all voting and other rights of each of SDI and SSDI with respect to
the shares of capital stock of the Company held by each in connection with the
above matters only at every annual, special or adjourned meeting of Company
shareholders or otherwise.
CUSIP No. 875924 10 2 Page 6 of 11
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Replace the disclosure previously contained in Item 5 with the
following:
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.
No Reporting Person or director or executive officer of a Reporting
Person listed on Schedules II-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
Safeguard Scientifics, Inc. 12,316,604(3)(4)(6) 57.89%(1)
Safeguard Delaware, Inc. 1,500,000(4)(5)(6) 7.04%(1)
Safeguard Scientifics (Delaware), Inc. 10,816,604(5)(6) 54.60%(2)
(1) Calculations based upon 21,302,439 shares outstanding (assuming the
conversion of all outstanding shares of Series F Preferred Stock) on
November 3, 2003.
(2) Calculations based upon 19,802,439 shares outstanding on November 3,
2003.
(3) Represents the shares of Series F Preferred Stock on an as converted
basis beneficially owned by SDI, a wholly owned subsidiary of
Safeguard, and the 10,816,604 shares of Common Stock beneficially owned
by SSDI, a wholly owned subsidiary of Safeguard. Safeguard and each of
SDI and SSDI have reported that Safeguard together with each of SDI and
SSDI, respectively, have both shared voting and dispositive power with
respect to the shares held by each of SDI and SSDI, respectively,
because Safeguard is the sole stockholder of each of SDI and SSDI.
(4) Assumes the conversion of all outstanding shares of the Series F
Preferred Stock into Common Stock.
(5) The Reporting Person is a wholly owned subsidiary of Safeguard.
(6) Pursuant to the terms of the Voting Agreement attached hereto as
Exhibit 99.1, Reporting Persons and Opsware Inc. have shared voting
power with respect to the shares held by each of SDI and SSDI in
connection with those matters described in Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In addition to the agreements previously filed as exhibits to Schedule
13D and amendments thereto, each of SDI and SSDI are parties to a Voting
Agreement with Opsware Inc., dated as of December 4, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. Form of Voting Agreement, dated as of December 4, 2003, between
Opsware, Inc. and the shareholder listed on the signature page thereto. Each of
SDI and SSDI are parties to a Voting Agreement that differs from the form filed
only as to the number of shares of Opsware Inc. capital stock owned as of the
date of the agreement set forth on the signature page thereto.
CUSIP No. 875924 10 2 Page 7 of 11
SIGNATURE
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: December 5, 2003 Safeguard Scientifics, Inc.
By: CHRISTOPHER J. DAVIS
-----------------------------------
Christopher J. Davis
Managing Director and Chief
Financial Officer
Safeguard Delaware, Inc.
Date: December 5, 2003
By: CHRISTOPHER J. DAVIS
-----------------------------------
Christopher J. Davis
Vice President and Treasurer
Date: December 5, 2003 Safeguard Scientifics (Delaware), Inc.
By: CHRISTOPHER J. DAVIS
-----------------------------------
Christopher J. Davis
Vice President and Treasurer
CUSIP No. 875924 10 2 Page 8 of 11
SCHEDULE I
1. Safeguard Scientifics, Inc.
Safeguard Scientifics, Inc., a Pennsylvania corporation ("Safeguard"),
owns all of the outstanding capital stock of Safeguard Delaware, Inc.
("SDI") and Safeguard Scientifics (Delaware) Inc., a Delaware
corporation ("SSDI"). 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. See Schedule II
with respect to the executive officers and directors of Safeguard as of
the date of filing 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.
7048, Wilmington, DE 19803. Schedule III provides information about the
executive officers and directors of SDI as of the date of filing this
Schedule 13D.
3. Safeguard Scientifics (Delaware), Inc.
SSDI is a wholly owned subsidiary of Safeguard. SSDI 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 SSDI as of
the date of filing this Schedule 13D.
CUSIP No. 875924 10 2 Page 9 of 11
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
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
DIRECTORS*
Robert E. Keith, Jr. Managing Director, TL Ventures TL Ventures
435 Devon Park Drive, Bldg. 700
Wayne, PA 19087
Anthony L. Craig Same as above Same as above
Julie A. Dobson Consultant 12617 Greenbriar Road
Potomac, MD 20854
Andrew E. Lietz Managing Director, Rye Capital Management P. O. Box 738
Rye, NH 03870
George MacKenzie Consultant 360 High Ridge Road
Chadds Ford, PA 19317
Jack L. Messman Chairman and CEO, Novell, Inc. Novell, Inc.
404 Wyman Street, Suite 500
Waltham, MA 02451
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
Robert Ripp Chairman, Lightpath Technologies, Inc. 21 Old Logging Road
Bedford, NY 10506
John J. Roberts Consultant 1007 Canterbury Lane
Villanova, PA 19085
* All Executive Officers and Directors are U.S. Citizens.
CUSIP No. 875924 10 2 Page 10 of 11
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
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, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
CUSIP NO. 875924 10 2 PAGE 11 OF 11
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (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
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, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.