UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 7, 2005
Safeguard Scientifics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
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| 1-5620
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23-1609753 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 800 The Safeguard Building |
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| 435 Devon Park Drive |
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| Wayne, PA
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19087 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
610-293-0600
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement.
On September 7, 2005, Safeguard Scientifics, Inc. (“Registrant”) entered into an agreement
with James A. Datin (“Agreement”) pursuant to which he joined the Registrant as Executive Vice
President and Managing Director, Life Sciences. The Agreement is filed with this Current Report on
Form 8-K as Exhibit 99.1. A copy of the Registrant’s press release announcing Mr. Datin’s
appointment is attached as Exhibit 99.2 to this report and incorporated herein by reference.
The material terms of Mr. Datin’s employment agreement with the Registrant, including without
limitation his base salary, annual incentive, stock option incentives, signing bonus, relocation
benefit, termination and severance, are set forth in the document entitled Summary of Compensation
Terms – James A. Datin, which is filed with this Current Report on Form 8-K as Exhibit 99.3.
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On September 7, 2005, Mr. Datin joined the Registrant as Executive Vice President and Managing
Director, Life Sciences. Mr. Datin, age 42, brings to his role over 20 years’ experience as a
marketing and sales executive for leading pharmaceutical, medical device, life sciences,
diagnostics, and software companies both in the United States and abroad. From 2004 to 2005, Mr.
Datin served as Chief Executive Officer of Touchpoint Solutions, Inc., a provider of software that
enables customers to develop and deploy applications, content and media on multi-user interactive
devices. Mr. Datin served as Group President in 2004, and as Group President, International, from
2001 to 2003, of Dendrite International, a provider of sales, marketing, clinical and compliance
solutions and services to global pharmaceutical and other life sciences companies. From 1999 to
2001, Mr. Datin served as Group Director, Corporate Business Strategy and Planning at
GlaxoSmithKline, where he also was a member of the company’s Predictive Medicine Board of Directors
that evaluated acquisitions and alliances. His prior experience also includes international
assignments with and identifying strategic growth opportunities for E Merck and Baxter. Mr. Datin
is a director of Intralinks, Inc., a leading provider of virtual data rooms to the financial
services industry.
A description of Mr. Datin’s employment arrangements with Registrant is incorporated by
reference to Exhibits 99.1 and 99.3 of this Current Report on Form 8-K.
ITEM 8.01. Other Events.
The press release issued by Registrant on September 7, 2005, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K, also announced the promotion of John A. Loftus
from Senior Vice President and Chief Technology Officer to Executive Vice President and Managing
Director, Information Technology.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits.
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99.1 |
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Agreement by and between Safeguard Scientifics, Inc. and James
A. Datin dated September 7, 2005 |
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99.2 |
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Press release dated September 7, 2005 |
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99.3 |
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Summary of Compensation Terms – James A. Datin |