UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Safeguard Scientifics, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $.10 par value
(Title of Class of Securities)
786449207
(CUSIP Number of Class of Securities)
Eric C. Salzman
Chief Executive Officer
Safeguard Scientifics, Inc.
150 N. Radnor Chester Rd., Suite F-200
Radnor, Pennsylvania 19087
(610) 293-0600
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
Yelena Barychev, Esq. Alan Lieblich, Esq. Blank Rome LLP 130 North 18th Street Philadelphia, Pennsylvania 19103 (215) 569-5500 | G. Matthew Barnard, Esq. Safeguard Scientifics, Inc. |
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** |
$35,000,000 | $3,818.50 |
* | Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase for not more than $35,000,000 in the aggregate of up to 4,430,379 shares of common stock of Safeguard Scientifics, Inc. at the minimum tender offer price of $7.90 per share in cash. |
** | The amount of the filing fee, calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the value of the transaction. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $3,818.50 Form or Registration No.: Schedule TO | Filing Party: Safeguard Scientifics, Inc. Date Filed: September 2, 2021 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), on September 2, 2021, as amended and supplemented on October 4, 2021 (as so amended and supplemented, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $35,000,000 in value of shares of its common stock, $.10 par value per share, at a purchase price not less than $7.90 nor greater than $9.00 per share, net to the seller in cash, less applicable withholding taxes and without interest.
Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, dated September 2, 2021, and the related Letter of Transmittal.
Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof:
“On October 7, 2021, the Company issued a press release announcing the final results of the tender offer, which expired at 5:00 p.m., Eastern Time, on October 1, 2021. A copy of the press release is filed as Exhibit (a)(5)(C) to the Schedule TO and is incorporated herein by reference.”
Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(C) Press release announcing final results of the tender offer, dated October 7, 2021.
* Previously filed.
** Filed herewith.
SIGNATURE
After due 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.
SAFEGUARD SCIENTIFICS, INC. |
By: | /s/ Mark A. Herndon | |
Name: | Mark A. Herndon | |
Title: | Senior Vice President and | |
Chief Financial Officer | ||
Dated: October 7, 2021 |