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) November 17, 2006
Safeguard Scientifics, Inc.
(Exact Name of Registrant as Specified in Charter)
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Pennsylvania
(State or Other Jurisdiction
of Incorporation)
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1-5620
(Commission
File Number)
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23-1609753
(IRS Employer
Identification No.) |
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435 Devon Park Drive, Building 800, Wayne, PA
(Address of Principal Executive Offices)
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19087
(Zip Code) |
Registrants telephone number, including area code 610-293-0600
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.
Safeguard Delaware, Inc. (SDI) and Safeguard Scientifics (Delaware),
Inc. (SSDI), both subsidiaries of Safeguard Scientifics, Inc. (Safeguard), entered into the
Loan Agreement dated as of November 17, 2006 (the Loan Agreement), by and among Commerce Bank,
N.A. (Bank), SDI and SSDI. The Loan Agreement provides Safeguard with an additional revolving
credit facility that provides for borrowings and issuances of letters of credit and guarantees of
up to $20 million. Borrowing availability under the facility is reduced by the amounts outstanding
for Safeguards borrowings and letters of credit and amounts guaranteed under partner company
facilities maintained with Bank. This credit facility bears interest at the prime rate for
outstanding borrowings. The credit facility is subject to an unused commitment fee of 0.0125%,
which is subject to reduction based on deposits maintained at Bank. The facility requires cash
collateral in an amount equal to Safeguards borrowings and letters of credit and amounts borrowed
by partner companies under the guaranteed portion of the partner company facilities maintained at
Bank. The credit facility matures on November 17, 2007. Safeguard is a guarantor of the
obligations of SDI and SSDI under this facility.
The information set forth above is qualified in its entirety by reference to the Loan Agreement and
Guaranty attached hereto as Exhibits 99.1 and 99.2, respectively, which exhibits are incorporated
herein by reference.
ITEM
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Registrant
incorporates herein by reference the information set forth in item
1.01 above.
ITEM 9.01. Financial Statements and Exhibits
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99.1
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Loan Agreement dated as of November 17, 2006, by and among Commerce Bank, N.A.,
Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc. |
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99.2
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Guaranty dated as of November 17, 2006 by Safeguard Scientifics, Inc. to
Commerce Bank, N.A. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Safeguard Scientifics, Inc.
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Dated: November 17, 2006 |
By: |
/s/ STEVEN J. FEDER
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Steven J. Feder |
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Senior Vice President and General Counsel |
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