UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED ON STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
Amendment No. ____
Sanchez Computer Associates, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
799702 10 5
(CUSIP Number)
Karen M. Keating, Esq.
Safeguard Scientifics, Inc.
435 Devon Park Drive, Building 800
Wayne, PA 19087
(610) 293-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 27, 2004
(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
[X].
NOTE: Schedules filed in paper format shall include a signed original and give
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. 799702 10 5 Page 2 of 14
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFEGUARD SCIENTIFICS, INC. 23-1609753
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,288,184 SHARES OF COMMON STOCK *
OWNED BY -----------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,288,184 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,288,184 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X] **
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Fidelity National Financial, Inc. and
Fidelity Information Services, Inc. pursuant to the terms of a
Shareholder's Agreement, dated as of January 27, 2004. See Item 4.
** Excludes an aggregate of 4,166 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. and
695,000 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. 799702 10 5 Page 3 of 14
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFEGUARD DELAWARE, INC. 52-2081181
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 865,288 SHARES OF COMMON STOCK *
OWNED BY -----------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
865,288 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,288 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Fidelity National Financial, Inc. and
Fidelity Information Services, Inc. pursuant to the terms of a
Shareholder's Agreement, dated as of January 27, 2004. See Item 4.
CUSIP No. 799702 10 5 Page 4 of 14
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFEGUARD SCIENTIFICS (DELAWARE), INC. 51-0291171
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,422,896 SHARES OF COMMON STOCK*
OWNED BY -----------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,422,896 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,422,896 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Fidelity National Financial, Inc. and
Fidelity Information Services, Inc. pursuant to the terms of a
Shareholder's Agreement, dated as of January 27, 2004. See Item 4.
CUSIP No. 799702 10 5 Page 5 of 14
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SSI MANAGEMENT COMPANY, INC. 23-2541388
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 81,900 SHARES OF COMMON STOCK*
OWNED BY -----------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
81,900 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,900 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Voting power is shared with Fidelity National Financial, Inc. and
Fidelity Information Services, Inc. pursuant to the terms of a
Shareholder's Agreement, dated as of January 27, 2004. See Item 4.
CUSIP No. 799702 10 5 Page 6 of 14
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, no par value,
of Sanchez Computer Associates, Inc., a Pennsylvania corporation (the
"Company"). The principal executive offices of the Company are located at 40
Valley Stream Parkway, Malvern, PA 19355. According to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003, the number of
shares of the Company's common stock, no par value, outstanding as of October
31, 2003, was 26,921,551.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Schedule 13D is being filed by: Safeguard Scientifics, Inc.
("Safeguard"), Safeguard Delaware, Inc. ("SDI"), Safeguard Scientifics
(Delaware), Inc. ("SSDI") and SSI Management Company, Inc. ("SSI Management")
(collectively, the "Safeguard Reporting Persons"). Safeguard is a leader in
building and operating technology companies that provide business decision and
life science software-based product and service solutions. SDI and SSDI are
wholly owned subsidiaries of Safeguard. SSI Management is a wholly owned
subsidiary of SSDI. Set forth in Schedule I annexed hereto are the name,
identity and background of each Safeguard Reporting Person and set forth in
Schedules II, III, IV and V annexed hereto is the information required by Item 2
of Schedule 13D about the identity and background of each Safeguard Reporting
Person's directors, executive officers and controlling persons, if any. The
Safeguard Reporting Persons are sometimes referred to herein, collectively, as
the "Reporting Persons," and, individually, as a "Reporting Person."
(d) and (e) During the past five years, no Reporting Person nor, to the
best of each Reporting Person's knowledge, no person named in Schedules II
through V to this Schedule 13D, has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable
ITEM 4. PURPOSE OF TRANSACTION.
On January 27, 2004, Fidelity National Financial, Inc. ("FNF") and various
of its direct and indirect subsidiaries, and the Company entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") which provides for
various mergers pursuant to which the Company will become an indirect subsidiary
of FNF (the "Merger"). If the transactions contemplated by the Merger Agreement
are consummated, each of the Company's outstanding shares of Company Common
Stock will be converted into $6.50 in either cash or FNF common stock valued at
a trailing twenty-day average calculated two days prior to closing, based upon
the election of the Company's shareholders and subject to proration such that
the overall limitation for the Merger consideration in the transaction will be
fifty percent cash compensation and fifty percent compensation in the form of
FNF common stock.
Concurrently with the execution of the Merger Agreement, each of SDI, SSDI
and SSI Management entered into a Shareholder's Agreement with FNF and FIS. The
Shareholder's Agreement is attached hereto as Exhibit 99.1, and the following
summary of the terms of the Shareholder's Agreement is qualified in its entirety
by reference to the text of the Shareholder's Agreement set forth in such
Exhibit.
CUSIP No. 799702 10 5 Page 7 of 14
Pursuant to the terms of the Shareholder's Agreement, Safeguard has agreed to
cause each of SDI, SSDI and SSI Management to cause all shares of capital stock
of the Company held by each of them respectively to be voted at any annual,
special or adjourned meeting of the shareholders of the Company (i) in favor of
the adoption of the Merger Agreement by the Company and in favor of the other
transactions contemplated by the Merger Agreement, (ii) against any merger,
consolidation, sale of assets, recapitalization or other business combination
involving the Company (other than the Merger) or any other action or agreement
that would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement, or
which would result in any of the conditions to the Company's or FNF's
obligations under the Merger Agreement not being fulfilled, and (iii) in favor
of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Each of SDI, SSDI and SSI
Management also will deliver to FNF and FIS an Irrevocable Proxy appointing
Brent Bicket, Executive Vice President of FNF, or any other officer of FNF as
Mr. Bicket may designate, as their proxies to exercise all voting and other
rights of each of SDI, SSDI and SSI Management with respect to the shares of the
Company Common Stock held by each of them respectively in connection with the
above matters only at every annual, special or adjourned meeting of Company
shareholders or otherwise.
Reporting Persons also granted to FNF an option to purchase Reporting
Persons' holdings of Company Common Stock at an option price equal to the
greater of (i) the greater of (A) $6.50 per Share or (B) such higher amount that
FNF may agree to pay to acquire shares of Company common stock pursuant to an
amendment to the Merger Agreement or (ii) the value of the consideration being
offered by a proposed purchaser in a takeover proposal. The option may be
exercised, in whole but not in part, prior to the earlier of (a) twenty-four
hours after the date that notice that the Merger Agreement is terminated in
accordance with its terms is delivered to FNF or (b) the Effective Time (as
defined in the Merger Agreement).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The table below sets forth the aggregate number of shares and percentage
of the Company's outstanding shares beneficially owned by each Reporting Person.
Except as otherwise noted, each person listed has sole voting and dispositive
power over all shares listed opposite its name. Any of the aforementioned
persons whose names do not appear in the table below do not, to the best of each
Reporting Person's knowledge, beneficially own any shares of the Company.
No Reporting Person or director or executive officer of a Reporting Person
listed on Schedules II-V annexed hereto has consummated any transaction in the
Company's shares during the past 60 days.
Beneficial Ownership
--------------------
Number of Percentage
Shares of Total
------ --------
Safeguard Scientifics, Inc. 6,288,184 (2)(6) 23.4% (1)
Safeguard Delaware, Inc. 865,288 (3)(6) 3.2% (1)
Safeguard Scientifics (Delaware), Inc. 5,422,896 (3)(4)(6) 20.1% (1)
SSI Management Company, Inc. 81,900 (5)(6) 0.3% (1)
(1) Calculations based upon 26,921,551 shares of Company Common Stock
outstanding on October 31, 2003, as reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2003.
(2) Represents the 5,422,896 shares of Common Stock beneficially owned by SSDI
and the 865,288 shares of Common Stock held of record by SDI. Safeguard and each
of SDI and SSDI have reported that
CUSIP No. 799702 10 5 Page 8 of 14
Safeguard together with each of SDI and SSDI, respectively, have both shared
voting and dispositive power with respect to the shares beneficially owned by
each of SDI and SSDI, respectively, because Safeguard is the sole stockholder of
each of SDI and SSDI. Excludes an aggregate of 4,166 shares of common stock held
by certain executive officers and directors of Safeguard Scientifics, Inc. and
695,000 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.
(3) The Reporting Person is a wholly owned subsidiary of Safeguard.
(4) Represents the 5,340,996 shares of Common Stock held of record by SSDI and
the 81,900 shares held of record by SSI Management Company, Inc.
(5) The Reporting Person is a wholly owned subsidiary of SSDI.
(6) Pursuant to the terms of the form of Shareholder's Agreement attached hereto
as Exhibit 99.1, the Reporting Persons, FNF and FIS have shared voting power
with respect to the shares held by each of SDI, SSDI and SSI Management
respectively in connection with those matters described in Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Each of Safeguard, SDI, SSDI and SSI Management are parties to a
Shareholder's Agreement with FNF and FIS, dated as of January 27, 2004, in
connection with those matters described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. Shareholder's Agreement, dated as of January 27, 2004, among FNF,
FIS, Safeguard, SDI, SSDI and SSI Management. Each of SDI, SSDI and SSI
Management are parties to the Shareholder's Agreement that differs from the form
filed only as to the signature page thereto.
CUSIP No. 799702 10 5 Page 9 of 14
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: January 28, 2004 Safeguard Scientifics, Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Managing Director and
Chief Financial Officer
Date: January 28, 2004 Safeguard Delaware, Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Vice President and Treasurer
Date: January 28, 2004 Safeguard Scientifics (Delaware), Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Vice President and Treasurer
Date: January 28, 2004 SSI Management Company, Inc.
By: CHRISTOPHER J. DAVIS
---------------------------------
Christopher J. Davis
Vice President and Treasurer
CUSIP No. 799702 10 5 Page 10 of 14
SCHEDULE I
1. 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 building and operating technology
companies that provide business decision and life science software-based
product and service solutions. See Schedule II with respect to the
executive officers and directors of Safeguard as of the date of filing
this 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.
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.
3. 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.
4. SSI Management Company, Inc.
SSI Management is a wholly owned subsidiary of SSDI. SSI Management is a
holding company and has an office at 103 Springer Building, 3411
Silverside Road, P.O. Box 7048, Wilmington, DE 19803. Schedule V provides
information about the executive officers and directors of SSI Management
as of the date of filing this Schedule 13D.
CUSIP No. 799702 10 5 Page 11 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, 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 Decision Safeguard Scientifics,Inc.
Solutions 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. 799702 10 5 Page 12 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
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-Taxes, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director-Finance and Controller, 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.
CUSIP No. 799702 10 5 Page 13 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
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-Taxes, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director-Finance and Controller, 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.
CUSIP No. 799702 10 5 Page 14 of 14
SCHEDULE V
EXECUTIVE OFFICERS AND DIRECTORS OF SSI MANAGEMENT COMPANY, INC.
Name Present Principal Employment Business Address
---- ---------------------------- ----------------
EXECUTIVE OFFICERS*
Anthony L. Craig President, SSI Management Company, 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, SSI Management Safeguard Scientifics,Inc.
Company, 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
Joseph R. DeSanto Director-Taxes, Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087
Tonya L. Zweier Director-Finance and Controller, 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.