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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
180489 10 6 |
1 | NAMES OF REPORTING PERSONS: Safeguard Scientifics, Inc. |
||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|||||||||||
23-1609753 | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Pennsylvania | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 45,324,277 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
45,324,277 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
45,324,277 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
þ* | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
61.1% (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
* | Excludes an aggregate of 20,641 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. Reporting persons disclaim beneficial ownership of such shares. |
CUSIP No. |
180489 10 6 |
1 | NAMES OF REPORTING PERSONS: Safeguard Delaware, Inc. |
||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|||||||||||
52-2081181 | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 41,885,556 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
41,885,556 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
41,885,556 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
þ* | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
56.5% (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
* | Excludes an aggregate of 20,641 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. Reporting persons disclaim beneficial ownership of such shares. |
CUSIP No. |
180489 10 6 |
1 | NAMES OF REPORTING PERSONS: Safeguard Scientifics (Delaware), Inc. |
||||||||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|||||||||||
51-0291171 | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 3,438,721 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
3,438,721 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
3,438,721 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
þ* | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
4.8% (See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
* | Excludes an aggregate of 20,641 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. Reporting persons disclaim beneficial ownership of such shares. |
CUSIP No. 180489 10 6 | 13D |
CUSIP No. 180489 10 6 | 13D |
Beneficial Ownership | ||||||||
Number of | Percentage | |||||||
Shares | of Total (1) | |||||||
Safeguard Scientifics, Inc. (2)(3) |
45,324,277 | 61.1 | % | |||||
Safeguard Delaware, Inc. (3)(4)(5) |
41,885,556 | 56.5 | % | |||||
Safeguard Scientifics (Delaware), Inc. (3)(5) |
3,438,721 | 4.8 | % |
(1) | For purposes of this schedule, the percentage of ownership calculations are based upon 71,135,845 shares (66,973,803 outstanding common shares as reported in the Companys Form 10-Q for the quarter ended June 30, 2006 plus the 4,162,042 common shares acquired by SDI) and an aggregate of 3,002,956 warrants held by SDI also are included; however, warrants, options or other derivative securities held by others are excluded. | |
(2) | Includes the 38,882,600 directly held shares and warrants to purchase 3,002,956 shares beneficially owned by SDI and the 3,438,721 shares beneficially owned by SSDI. Safeguard is the sole stockholder of each of SDI and SSDI. Safeguard and each of SDI and SSDI have reported that Safeguard, together with each of SDI and SSDI, respectively, have shared voting and dispositive power with respect to the shares beneficially owned by each of SDI and SSDI, respectively. | |
(3) | Excludes an aggregate of 20,641 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. | |
(4) | Includes warrants to purchase 3,002,956 shares. |
|
(5) | SDI and SSDI are wholly-owned subsidiaries of Safeguard. |
EXHIBIT NO. | DESCRIPTION | |
99.23
|
Securities Purchase Agreement, dated September 22, 2006, by and between Clarient, Inc. and Safeguard Delaware, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 25, 2006 by Clarient, Inc. (SEC File No. 000-22677)) | |
99.24
|
Form of Common Stock Warrant to be issued pursuant to the Securities Purchase Agreement, dated September 22, 2006 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on September 25, 2006 by Clarient, Inc. (SEC File No. 000-22677)) |
CUSIP No. 180489 10 6 | 13D |
Date: September 27, 2006 | Safeguard Scientifics, Inc. | |||
By: | STEVEN J. FEDER | |||
Steven J. Feder Senior Vice President & General Counsel |
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Safeguard Delaware, Inc. | ||||
Date: September 27, 2006
|
By: | STEVEN J. FEDER | ||
Steven J. Feder Vice President |
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Date: September 27, 2006 | Safeguard Scientifics (Delaware), Inc. | |||
By: | STEVEN J. FEDER | |||
Steven J. Feder Vice President |
CUSIP No. 180489 10 6 | 13D |
1. | Safeguard Scientifics, Inc. | |
Safeguard Scientifics, Inc., a Pennsylvania corporation (Safeguard), owns all of the outstanding capital stock of Safeguard Delaware, Inc., a Delaware corporation (SDI), and Safeguard Scientifics (Delaware), Inc., a Delaware corporation (SSDI). Safeguard has an address at 435 Devon Park Drive, Building 800, Wayne, PA 19087-1945. Safeguard is a publicly-traded company that builds value in high-growth information technology and life sciences companies. See Schedule II with respect to the executive officers and directors of Safeguard as of the date of this amendment to 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. Box 7048, Wilmington, DE 19803. Schedule III provides information about the executive officers and directors of SDI as of the date of this amendment to Schedule 13D. | ||
3. | Safeguard Scientifics (Delaware), Inc. | |
SSDI is a wholly-owned subsidiary of Safeguard. 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 this amendment to Schedule 13D. |
CUSIP No. 180489 10 6 | 13D |
Name | Present Principal Employment | Business Address | ||
Executive Officers* |
||||
Peter J. Boni |
President and Chief Executive Officer | Safeguard Scientifics, Inc. | ||
435 Devon Park Drive, Building 800 | ||||
Wayne, PA 19087 | ||||
James A. Datin |
Executive Vice President and Managing | Safeguard Scientifics, Inc. | ||
Director, Life Sciences | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Christopher J. Davis |
Executive Vice President and Chief | Safeguard Scientifics, Inc. | ||
Administrative & Financial Officer | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
John A. Loftus |
Executive Vice President and Managing | Safeguard Scientifics, Inc. | ||
Director, Information Technology | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Steven J. Feder |
Senior Vice President & General | Safeguard Scientifics, Inc. | ||
Counsel | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Directors* |
||||
Peter J. Boni |
Same as above | Same as above | ||
Julie A. Dobson |
Former COO, TeleCorp PCS; Former | c/o Safeguard Scientifics, Inc. | ||
President, Bell Atlantic Mobile | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Robert E. Keith, Jr. |
Managing Director, TL Ventures | TL Ventures | ||
435 Devon Park Drive, Bldg. 700 | ||||
Wayne, PA 19087 | ||||
Andrew E. Lietz |
Managing Director, Rye Capital | c/o Safeguard Scientifics, Inc. | ||
Management, LLC | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
George MacKenzie |
Retired Vice Chairman, Hercules, Inc. | c/o Safeguard Scientifics, Inc. | ||
435 Devon Park Drive, Building 800 | ||||
Wayne, PA 19087 | ||||
George D. McClelland |
Independent Director | c/o Safeguard Scientifics, Inc. | ||
435 Devon Park Drive, Building 800 | ||||
Wayne, PA 19087 | ||||
Jack L. Messman |
Former Chairman, President and CEO, | c/o Safeguard Scientifics, Inc. | ||
Novell, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
John W. Poduska Sr. |
Independent Consultant | c/o Safeguard Scientifics, Inc. | ||
435 Devon Park Drive, Building 800 | ||||
Wayne, PA 19087 | ||||
John J. Roberts |
Retired Global Managing Partner, | c/o Safeguard Scientifics, Inc. | ||
PricewaterhouseCoopers | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 |
* | All Executive Officers and Directors are U.S. Citizens. |
CUSIP No. 180489 10 6 | 13D |
Name | Present Principal Employment | Business Address | ||
Executive Officers* |
||||
Peter J. Boni |
President and Chief Executive Officer, | Safeguard Scientifics, Inc. | ||
Safeguard Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Christopher J. Davis |
Executive Vice President and Chief | Safeguard Scientifics, Inc. | ||
Administrative & Financial Officer, | 435 Devon Park Drive, Building 800 | |||
Safeguard Scientifics, Inc. | Wayne, PA 19087 | |||
Steven J. Feder |
Senior Vice President & General Counsel, | Safeguard Scientifics, Inc. | ||
Safeguard Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Directors* |
||||
Deirdre Blackburn |
Manager, Legal Systems & Corporate | Safeguard Scientifics, Inc. | ||
Secretary, Safeguard Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Christopher J. Davis |
Same as above | Same as above | ||
Steven Grenfell |
Vice President, Operations, Safeguard | Safeguard Scientifics, Inc. | ||
Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 |
* | All Executive Officers and Directors are U.S. Citizens. |
CUSIP No. 180489 10 6 | 13D |
Name | Present Principal Employment | Business Address | ||
Executive Officers* |
||||
Peter J. Boni |
President and Chief Executive Officer, | Safeguard Scientifics, Inc. | ||
Safeguard Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Christopher J. Davis |
Executive Vice President and Chief | Safeguard Scientifics, Inc. | ||
Administrative & Financial Officer, | 435 Devon Park Drive, Building 800 | |||
Safeguard Scientifics, Inc. | Wayne, PA 19087 | |||
Steven J. Feder |
Senior Vice President & General Counsel, | Safeguard Scientifics, Inc. | ||
Safeguard Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Directors* |
||||
Deirdre Blackburn |
Manager, Legal Systems & Corporate | Safeguard Scientifics, Inc. | ||
Secretary, Safeguard Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 | ||||
Christopher J. Davis |
Same as above | Same as above | ||
Steven Grenfell |
Vice President, Operations, Safeguard | Safeguard Scientifics, Inc. | ||
Scientifics, Inc. | 435 Devon Park Drive, Building 800 | |||
Wayne, PA 19087 |
* | All Executive Officers and Directors are U.S. Citizens. |