SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)(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)
July 9, 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, 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 14
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 14,919,415
PERSON WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
13,958,493
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,919,415
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / x /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
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 14
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 11,480,694
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
10,519,772
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,480,694
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.5%
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 960,922
shares of ChromaVision Medical Systems, Inc. common stock by virtue of voting
agreements and irrevocable proxies which are described in Amendment No. 2 to
Schedule 13D previously filed by Safeguard Scientifics, Inc.
CUSIP No. 17111P 10 4 13D Page 4 of 14
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)
13.6%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 17111P 10 4 13D Page 5 of 14
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 -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
Page 6 of 14
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Add the following to the end of Item 3:
On June 30, 2002, pursuant to the terms of the Series D Preferred Stock, the
Company elected to pay the dividend on the Series D Stock in common stock and
delivered to SDI 114,992 shares of common stock based on a per share value of
$1.786.
Pursuant to the terms of the Securities Purchase Agreement dated June ___, 2002,
to which Safeguard Delaware, Inc. (SDI) and XL Vision, Inc. (XLV) were parties,
SDI agreed to purchase from XLV the 699,870 shares of Company common stock owned
by XLV. The transaction was subject to the approval of the United States
Bankruptcy Court of the Southern District of Florida, in the matter of XL
Vision, Inc., Debtor. The Bankruptcy Court approved the transaction on July 8,
2002, and on July 9, 2002, SDI purchased the 699,870 shares of Company common
stock at a per share purchase price of $1.585. Safeguard 98 Capital, L.P. had a
pre-existing right to obtain from XLV 324,612 shares of Company common stock
under the convertible note issued by XLV. Since XLV no longer owns shares of
Company common stock, the convertible note held by Safeguard 98 Capital, L.P.
will remain outstanding as a claim against the XLV bankruptcy estate although
XLV no longer owns shares of Company common stock to deliver upon the
conversion. The funds used in making such purchase came from the general working
capital of Safeguard.
ITEM 4. PURPOSE OF TRANSACTION
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, 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 or a
portion of its shares of the Company, subject to certain restrictions described
in Amendment No. 2 to Schedule 13D.
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.
Other than as set forth in Item 3 or Item 4 of this statement or as disclosed in
previous amendments to 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
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
July 9, 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.
Page 7 of 14
Beneficial Ownership
--------------------
Number of Percentage
Shares of Total(1)
------ -----------
Safeguard Scientifics, Inc. (2) 14,919,415 52.7%
Safeguard Delaware, Inc. (3) 11,480,694 40.5%
Safeguard Scientifics (Delaware), Inc. 3,438,721 13.6%
Safeguard 98 Capital L.P. 0 0.0%
(1) Calculations based upon 25,301,970 shares outstanding.
(2) Includes the 7,523,977 directly held shares, the 2,955,745 shares of
common stock currently issuable upon the conversion of the Series D
Preferred Stock, and warrants to purchase 40,050 shares beneficially
owned by Safeguard Delaware, Inc. (SDI) and the 3,438,721 shares
beneficially owned by Safeguard Scientifics (Delaware), Inc. (SSD).
Includes the 960,922 shares that may be beneficially owned by SDI by
virtue of voting agreements and irrevocable proxies previously
described in Amendment No. 2 to Schedule 13D. 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 (i) an aggregate of 45,915 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,
(ii) 362,663 shares of common stock that SDI has the right to purchase
from the Company under stockholder approval, and (iii) 4,151,294
additional shares of common stock issuable to SDI upon conversion of
all of the outstanding shares of Series D Preferred Stock and/or
exercise of the Series D Warrants upon stockholder approval.
(3) Includes warrants to purchase 40,050 shares. Includes the 960,922
shares that may be beneficially owned by SDI by virtue of voting
agreements and irrevocable proxies previously described in Amendment
No. 2 to Schedule 13D. See Note 2.
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, SDI and XLV are parties to the Stock Purchase Agreement
dated as of June ___, 2002, pursuant to which SDI acquired the shares set forth
in Items 3 and 4 above from XLV.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
99.13 Stock Purchase Agreement dated as of June ___, 2002
between Safeguard Delaware, Inc. and XL Vision, Inc.
Page 8 of 14
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 2, 2002 Safeguard Scientifics, Inc.
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Managing Director
Date: August 2, 2002 Safeguard Delaware, Inc.
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Vice President
Date: August 2, 2002 Safeguard Scientifics (Delaware), Inc.
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Vice President
Date: August 2, 2002 Safeguard 98 Capital L.P.
By: Safeguard Delaware, Inc.
Its: General Partner
By: /s/ N. Jeffrey Klauder
-----------------------------------
N. Jeffrey Klauder
Vice President
Page 9 of 14
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.
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 10 of 14
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, President & Novell, Inc.
CEO, Novell, Inc. 1800 South Novell Place
Provo, 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 11 of 14
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, 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.
Page 12 of 14
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, 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.
Page 13 of 14
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 14 of 14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.13 Stock Purchase Agreement dated as of June ___, 2002
between Safeguard Delaware, Inc. and XL Vision, Inc.