SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)(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)
Karen M. Keating, 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)
February 10, 1004
--------------------------------------------------------------------------------
(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
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 25,832,128
PERSON WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
25,832,128
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,832,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ x / *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%
14 TYPE OF REPORTING PERSON
CO
* Excludes an aggregate of 15,341 shares of common stock held by certain
executive officers and directors of Reporting Persons and 21,354 shares that
have been pledged to Safeguard Scientifics, Inc. as collateral for a loan it
provided to a former officer. Safeguard Scientifics, Inc. disclaims beneficial
ownership of such shares.
CUSIP No. 17111P 10 4 13D
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 22,393,407
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
22,393,407
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,393,407
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.5%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 17111P 10 4 13D
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)
8.5%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 17111P 10 4 13D
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 developing companies primarily in the information technology and
healthcare life sciences areas. 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:
Pursuant to the terms of the Warrant issued to SDI on August 28, 2002 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, on January 21, 2004, the Company issued to SDI a Warrant
to purchase 100,000 shares at $2.40 per share and a Warrant to purchase 31,411
shares at $3.32 per share. Both Warrants expire on October 21, 2004.
On February 10, 2004, SDI and the Company entered into a Securities Purchase
Agreement pursuant to which SDI purchased 2,295,230 shares of Company common
stock at a purchase price of $2.1785 per share, or an aggregate of $5,000,000,
and a warrant to purchase 229,523 shares of Company common stock at $2.95 per
share which expires on March 1, 2008. The funds used in this transaction came
from the general working capital of Safeguard. SDI and the Company also entered
into a Registration Rights Agreement, dated as of February 10, 2004, 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, as amended.
The foregoing 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.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction described in the second paragraph of Item 3 above
was to acquire additional shares of Company common stock and to provide the
Company with needed working capital to support the expansion of the Company's
services to the biopharmaceutical industry. Safeguard intends to review, from
time to time, its interest in the Company in light of the Company's business,
financial condition, results of operations and prospects, economic and industry
conditions, as well as other developments relating to the Company and other
acquisition opportunities available to Safeguard. Based upon these
considerations, Safeguard may seek to acquire additional shares of common stock
of the Company, or to dispose of all or a portion of its shares of the Company.
Safeguard has a strategic relationship with the Company and, accordingly, two
employees of Safeguard are currently members of the Board of Directors of the
Company. Safeguard anticipates that this strategic relationship will continue.
Safeguard's Managing Director of Healthcare Life Sciences, Michael F. Cola, also
serves as the Chairman of the Company's Board of Directors and recently assumed
an interim role as Chief Executive Officer of the Company.
Safeguard reserves the right to change its plans and intentions at any time and
to take any action, with respect to the Company or any of its debt or equity
securities, in any manner permitted by law.
CUSIP No. 17111P 10 4 13D
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
February 10, 2004. The information contained in rows 6 through 11 on each of the
cover pages hereto is hereby incorporated by reference into this Item 5.
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) 25,832,128 62.5%
Safeguard Delaware, Inc. (3)(4) 22,393,407 54.5%
Safeguard Scientifics (Delaware), Inc. (4) 3,438,721 8.5%
(1) Calculations based upon 40,883,834 shares outstanding.
(2) Includes the 21,970,558 directly held shares and warrants to purchase
422,849 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
15,341 shares of common stock held by certain executive officers and
directors of Reporting Persons and 21,354 shares that have been pledged
to Safeguard Scientifics, Inc. as collateral for a loan it provided to
a former officer, of which Safeguard disclaims beneficial ownership.
(3) Includes warrants to purchase 422,849 shares.
(4) SDI and SSD are wholly owned subsidiaries of Safeguard.
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, Safeguard, SDI and the Company are parties to the Securities
Purchase Agreement dated February 10, 2004, 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
February 10, 2004. Both the Securities Purchase Agreement and the Registration
Rights Agreement are more fully described in Item 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
99.16 Securities Purchase Agreement by and between Safeguard Delaware,
Inc. and ChromaVision Medical Systems, Inc. dated February 10, 2004
99.17 Registration Rights Agreement between Safeguard Delaware, Inc. and
ChromaVision Medical Systems, Inc. dated February 10, 2004.
CUSIP No. 17111P 10 4 13D
99.18 Common Stock Purchase Warrant issued by ChromaVision Medical Systems,
Inc. to Safeguard Delaware, Inc.
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: March 1, 2004 Safeguard Scientifics, Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Managing Director and
Chief Financial Officer
Date: March 1, 2004 Safeguard Delaware, Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Vice President and Treasurer
Date: March 1, 2004 Safeguard Scientifics (Delaware), Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Vice President and Treasurer
CUSIP No. 17111P 10 4 13D
SCHEDULE I
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. ("SSDI"). Safeguard
has an address at 800 The Safeguard Building, 435 Devon Park Drive,
Wayne, PA 19087-1945. Safeguard is a leader in developing companies
primarily in the information technology and healthcare life sciences
areas. See Schedule II with respect to the executive officers and
directors of Safeguard as of the date of filing this Schedule 13D.
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.
Safeguard Scientifics (Delaware), Inc.
SSDI is a wholly owned subsidiary of Safeguard. SSDI owns all of the
outstanding capital stock of SSI Management Company, Inc. ("SSI
Management"). 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. 17111P 10 4 13D
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, Healthcare Life Sciences 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
John A. Loftus Chief Technology Officer 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. 17111P 10 4 13D
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
Steve Grenfell 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. 17111P 10 4 13D
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
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
Steve Grenfell 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.