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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 2, 2021

 

Safeguard Scientifics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Pennsylvania 1-5620 23-1609753
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer ID No.)

 

150 N. Radnor Chester Rd., Suite F-200
Radnor, PA
19087
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ($.10 par value)  SFE New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

On September 2, 2021, Safeguard Scientifics, Inc. (the “Company”) issued a press release announcing completion of the acquisition of its ownership interest in Flashtalking, Inc. and the commencement of a modified “Dutch auction” self-tender offer to purchase up to $35 million in value of shares of its common stock at a price of not less than $7.90 per share nor greater than $9.00 per share. The tender offer will expire at 5:00 pm, Eastern Time, on Friday, October 1, 2021, unless extended by the Company.

 

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1 Press release of Safeguard Scientifics, Inc. dated September 2, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

 

 

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.

 

  Safeguard Scientifics, Inc.
     
     
Date: September 2, 2021 By: /s/ G. Matthew Barnard
  Name: G. Matthew Barnard
  Title: General Counsel