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. 3
eMerge Interactive, Inc.
(Name of Issuer)
Common Stock, $0.008 par value
(Title of Class of Securities)
29088W 10 3
(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)
February 20, 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
[ ].
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. 29088W 10 3 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
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 8,034,129 SHARES OF CLASS A COMMON
STOCK
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,034,129 SHARES OF CLASS A COMMON
STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,034,129 SHARES OF CLASS A 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)
20.4%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Excludes an aggregate of 5,053 shares of common stock held by certain
executive officers and directors of Safeguard Scientifics, Inc. Safeguard
Scientifics, Inc. disclaims beneficial ownership of such shares.
CUSIP No. 29088W 10 3 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
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 3,625,432 SHARES OF CLASS A COMMON
STOCK
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,625,432 SHARES OF CLASS A COMMON
STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,432 SHARES OF CLASS A 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)
9.2%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
CUSIP No. 29088W 10 3 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
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 4,153,921 SHARES OF CLASS A COMMON
STOCK
-----------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,153,921 SHARES OF CLASS A COMMON
STOCK
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,153,921 SHARES OF CLASS A 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)
10.6%
--------------------------------------------------------------------------------
14E TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
CUSIP No. 29088W 10 3 Page 5 of 14
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D amends and supplements the
Schedule 13D, as amended, previously filed by the Reporting Persons relating to
the common stock, $0.008 par value per share, of eMerge Interactive, Inc., a
Delaware corporation (the "Company"). This Amendment No. 3 to Schedule 13D
relates to the execution of a Termination Agreement dated February 20, 2004, by
and between Internet Capital Group, Inc. and Safeguard Scientifics, Inc.,
providing for the termination of a joint venture entered into between the
parties.
The principal executive offices of the Company are located at 10315
102nd Terrace, Sebastian, Florida 32958. 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 outstanding as of November 10, 2003, was
39,064,587, consisting of 33,370,142 shares of Class A common stock outstanding
and 5,694,445 shares of Class B common outstanding as of this date.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Schedule 13D is being filed by: Safeguard Scientifics,
Inc. ("Safeguard"), Safeguard Delaware, Inc. ("SDI"), and Safeguard Scientifics
(Delaware), Inc. ("SSDI") (collectively, the "Safeguard Reporting Persons").
Safeguard is a leader in developing companies primarily in the information
technology and healthcare life sciences areas. SDI and SSDI are wholly owned
subsidiaries of Safeguard. 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, and IV 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 IV 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.
Add the following to Item 3:
On June 1, 2001, SDI received 14,000 shares of the Company, valued at
$6.00 per share, from a third party in exchange for partial cancellation of
indebtedness.
On August 31, 2001, SDI acquired 29,441 shares of the Company at
$1.6984 per share. The funds used in this transaction came from the general
working capital of Safeguard.
On August 24, 2001, SDI received a warrant to purchase 254,776 shares
of Class A common stock in connection with the posting of a letter of credit for
the Company. The strike price for the warrant is $1.548 per share, and the
warrant expires on August 24, 2004.
CUSIP No. 29088W 10 3 Page 6 of 14
On January 15, 2003, SDI acquired 20,000 shares of the Company valued
at $2.00 per share, from a third party in exchange for partial cancellation of
indebtedness.
ITEM 4. PURPOSE OF TRANSACTION.
Safeguard holds interests in a number of non-strategic, or legacy,
companies that do not currently operate in areas within Safeguard's strategic
focus or are companies in which Safeguard owns less than a majority interest.
Safeguard manages its non-strategic holdings to contribute to its balance sheet
strength. Safeguard reviews on an ongoing basis its non-strategic companies and,
depending on market conditions and other factors, considers divesting a company
and redeploying the capital realized to support its other business
opportunities. The Company is one of our non-strategic holdings and Safeguard
may therefore seek to dispose of all or a portion of its shares of the Company
from time to time as market conditions may permit.
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 equity
securities, in any manner permitted by law.
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. 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.
Unless otherwise indicated in Schedule V annexed hereto, no Reporting
Person or director or executive officer of a Reporting Person listed on
Schedules II-IV 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. 8,034,129(2) 20.4%(1)
Safeguard Delaware, Inc. 3,625,432(2)(3) 9.2%(1)
Safeguard Scientifics (Delaware), Inc. 4,153,921(3) 10.6%(1)
(1) Calculations based upon 39,064,587 shares of Company Common Stock
outstanding on November 10, 2003, as reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2003.
(2) Represents the 4,153,921 shares of Common Stock beneficially owned by SSDI
and the 3,625,432 shares of Common Stock beneficially owned by SDI. Safeguard
and each of SDI and SSDI have reported that 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. Included in
the 3,625,432 shares beneficially owned by SDI are 254,776 shares that may be
acquired upon exercise of
CUSIP No. 29088W 10 3 Page 7 of 14
currently exercisable warrants. Excludes an aggregate of 5,053 shares of common
stock held by certain executive officers and directors of Safeguard Scientifics,
Inc. Safeguard Scientifics, Inc. disclaims beneficial ownership of such shares.
(3) The Reporting Person is a wholly owned subsidiary of Safeguard.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Add the following to Item 6:
In accordance with a Termination Agreement, dated February 20, 2004, by
and between Internet Capital Group, Inc. ("ICG") and Safeguard (the "Termination
Agreement"), the joint venture entered into between ICG and Safeguard was
terminated. Accordingly, ICG and Safeguard are no longer bound to vote all
shares controlled by either of them for the election to the board of directors
of the Company of two designees of Safeguard and two designees of ICG, and ICG
and Safeguard will no longer be bound by provisions regarding rights of first
refusal. Following the execution of the Termination Agreement, Safeguard is no
longer regarded as having beneficial ownership of the shares of Company common
stock held by ICG or its subsidiaries.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. Termination Agreement, dated February 20, 2004, by and between
Internet Capital Group, Inc. and Safeguard Scientifics, Inc.
CUSIP No. 29088W 10 3 Page 8 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: February 24, 2004 Safeguard Scientifics, Inc.
By: CHRISTOPHER J. DAVIS
----------------------------
Christopher J. Davis
Managing Director and
Chief Financial Officer
Date: February 24, 2004 Safeguard Delaware, Inc.
By: CHRISTOPHER J. DAVIS
----------------------------
Christopher J. Davis
Vice President and Treasurer
Date: February 24, 2004 Safeguard Scientifics (Delaware),
Inc.
By: CHRISTOPHER J. DAVIS
----------------------------
Christopher J. Davis
Vice President and Treasurer
CUSIP No. 29088W 10 3 Page 9 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 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.
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.
CUSIP No. 29088W 10 3 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, 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
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. 29088W 10 3 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
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. 29088W 10 3 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
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. 29088W 10 3 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
---- ---- ------------------- ------ ---------------
Poduska Family Trust 1/28/04 Sale 95,562 $3.30