SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)(1)
ChromaVision Medical Systems, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
17111P 10 4
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(CUSIP Number)
N. Jeffrey Klauder, Esq.
800 The Safeguard Building, 435 Devon Park Drive
Wayne, PA 19087-1945
(610) 293-0600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 28, 2002
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(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, 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.
CUSIP No. 17111P 10 4 13D Page 2 of 12
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 18,529,556
PERSON WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
18,529,556
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,529,556
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ x /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%
14 TYPE OF REPORTING PERSON
CO
* Excludes an aggregate of 46,915 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 12
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 15,090,835
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
15,090,835
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,090,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.9%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 17111P 10 4 13D Page 4 of 12
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)
10.5%
14 TYPE OF REPORTING PERSON
CO
Page 5 of 12
The following information supplements and amends the information contained in
the Schedule 13D and amendments 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, 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") and Safeguard Scientifics (Delaware), Inc. ("SSD") (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. 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
Add the following to Item 3:
On August 28, 2002, the Company held a special meeting of stockholders, at which
time the stockholders approved (i) the issuance to SDI of 362,663 shares of
Company common stock at a purchase price of $1.585 per share, or an aggregate of
$574,821; (ii) the granting to SDI of a warrant to purchase 975,000 additional
shares of Company common stock; (iii) a right of first refusal pursuant to which
SDI would be able to acquire additional equity securities of the Company,
including stock purchase rights to protect SDI against dilution caused by the
exercise of options, warrants and other common stock subscription or purchase
rights outstanding on June 13, 2002, or granted after that date; and (iv) the
issuance of shares of common stock upon conversion of outstanding shares of
Series D 5% Cumulative Convertible Preferred Stock ("Series D Stock"), as the
payment of dividends thereon, and upon exercise of related warrants.
Pursuant to the Securities Purchase Agreement dated June 13, 2002 among
Safeguard, SDI and the Company, on August 28, 2002:
1. SDI purchased 362,663 shares of Company common stock at a purchase price of
$1.585 per share, or an aggregate of $574,821;
2. The Company issued to SDI a Warrant to purchase up to 975,000 shares of
Company common stock to protect Safeguard against dilution from the exercise of
certain outstanding options and warrants held by others that are exercisable to
purchase additional shares of Company common stock. Under the terms of the
Warrant, SDI is entitled to purchase one share of Company common stock for every
share of Company 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 warrant. The Warrant must be exercised by SDI within
nine months of receipt of notice from the Company that any such option or
warrant has been exercised, which notices will be given quarterly. Following the
expiration of the applicable exercise period, the number of shares subject to
the SDI Warrant will be reduced by the number of shares SDI was entitled to
purchase during the exercise period, whether or not the shares are so purchased.
3. SDI converted 11,230 shares of Series D Stock, plus accrued, unpaid dividends
in the amount of $90,513.80, into 7,142,280 shares of Company common stock.
4. The Company granted SDI a right of first refusal to purchase its pro-rata
share of all equity securities the Company proposes to sell and issue in the
future (other than compensatory grants of stock options to directors, officers,
employees and consultants) in accordance with the terms described in Amendment
No. 2 to Schedule 13D filed by Safeguard on June 24, 2002.
Page 6 of 12
The funds used in these transactions came from the general working capital of
Safeguard.
The Proxies and Voting Agreements described in Amendment No. 2 to Schedule 13D
filed by Safeguard on June 24, 2002 expired upon stockholder approval of the
matters voted upon at the special meeting of stockholders held on August 28,
2002.
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 as of
August 28, 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)
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Safeguard Scientifics, Inc. (2) 18,529,556 56.3%
Safeguard Delaware, Inc. (3) 15,090,835 45.9%
Safeguard Scientifics (Delaware), Inc. 3,438,721 10.5%
(1) Calculations based upon 32,828,142 shares outstanding.
(2) Includes the 15,028,920 directly held shares and warrants to purchase
61,915 shares beneficially owned by Safeguard Delaware, Inc. (SDI) and the
3,438,721 shares beneficially owned by Safeguard Scientifics (Delaware),
Inc. (SSD). Safeguard is the sole stockholder of each of SDI and SSD.
Safeguard and each of SDI and SSD have reported that Safeguard, together
with each of SDI and SSD, respectively, have shared voting and dispositive
power with respect to the shares beneficially owned by each of SDI and
SSD, respectively. Excludes an aggregate of 46,915 shares of common stock
held by certain executive officers and directors of Reporting Persons 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, of which Safeguard disclaims beneficial ownership.
(3) Includes warrants to purchase 61,915 shares.
Page 7 of 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this schedule is true, complete and correct.
Date: August 30, 2002 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
-------------------------------
N. Jeffrey Klauder
Managing Director
Date: August 30, 2002 Safeguard Delaware, Inc.
By: /s/ N. Jeffrey Klauder
-------------------------------
N. Jeffrey Klauder
Vice President
Date: August 30, 2002 Safeguard Scientifics (Delaware), Inc.
By: /s/ N. Jeffrey Klauder
-------------------------------
N. Jeffrey Klauder
Vice President
Page 8 of 12
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 amendment to 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
amendment to 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 amendment to Schedule 13D.
Page 9 of 12
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Chief Executive Safeguard Scientifics,Inc.
Officer and Director 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Michael F. Cola Managing Director, Corporate Safeguard Scientifics,Inc.
Operations 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 Safeguard Scientifics,Inc.
Financial Officer 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Anthony A. Ibarguen Managing Director, Business & Safeguard Scientifics,Inc.
IT Services 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
N. Jeffrey Klauder Managing Director and General Safeguard Scientifics,Inc.
Counsel 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
DIRECTORS*
Robert E. Keith, Jr. Managing Director of TL TL Ventures
Ventures and President and 700 Building
CEO, Technology Leaders 435 Devon Park Drive
Management, Inc. Wayne, PA 19087
Anthony L. Craig Same as above Same as above
Vincent G. Bell, Jr. President and Chief Executive Verus Corporation
Officer, Verus Corporation 5 Radnor Corporate Center
Suite 520
Radnor, PA 19087
Walter W. Buckley, III Chairman and CEO, Internet Internet Capital Group
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, President, CEO, Novell, Inc.
Novell, Inc. 1800 South Novell Place
Provo, UT 84606
Russell E. Palmer Chairman and CEO, The Palmer The Palmer Group
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 10 of 12
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Safeguard Safeguard Scientifics, Inc.
Delaware, Inc.; President and 800 The Safeguard Building
CEO, Safeguard Scientifics, 435 Devon Park Drive
Inc. Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer, Safeguard Scientifics,Inc.
Safeguard Delaware, Inc.; 800 The Safeguard Building
Managing Director and CFO, 435 Devon Park Drive
Safeguard Scientifics, Inc. Wayne, PA 19087
N. Jeffrey Klauder Vice President & Assistant Safeguard Scientifics,Inc.
Secretary, Safeguard 800 The Safeguard Building
Delaware, Inc.; Managing 435 Devon Park Drive
Director and General Counsel, Wayne, PA 19087
Safeguard Scientifics, Inc.
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Safeguard Scientifics, Inc.
Corporate Secretary, 800 The Safeguard Building
Safeguard Scientifics, Inc. 435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Director, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director, 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 11 of 12
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, Safeguard Safeguard Scientifics, Inc.
Scientifics (Delaware), Inc.; 800 The Safeguard Building
President and CEO, Safeguard 435 Devon Park Drive
Scientifics, Inc. Wayne, PA 19087
Christopher J. Davis Vice President & Treasurer, Safeguard Scientifics,Inc.
Safeguard Scientifics 800 The Safeguard Building
(Delaware), Inc.; Managing 435 Devon Park Drive
Director and CFO, Safeguard Wayne, PA 19087
Scientifics, Inc.
N. Jeffrey Klauder Vice President & Assistant Safeguard Scientifics,Inc.
Secretary, Safeguard 800 The Safeguard Building
Scientifics (Delaware), Inc.; 435 Devon Park Drive
Managing Director and General Wayne, PA 19087
Counsel, Safeguard
Scientifics, Inc.
DIRECTORS*
Deirdre Blackburn Manager, Legal Systems & Safeguard Scientifics, Inc.
Corporate Secretary, 800 The Safeguard Building
Safeguard Scientifics, Inc. 435 Devon Park Drive
Wayne, PA 19087
Joseph R. DeSanto Director, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director, 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 12 of 12
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
---- ---- ------------------- ------ ---------------
Anthony L. Craig 8/26/02 Purchase 1,000 $1.40