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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
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 Rule 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).
CUSIP No. |
180489 10 6 |
13D |
1 | NAMES OF REPORTING PERSONS Safeguard Scientifics, Inc. |
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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 | 47,149,794 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
47,149,794 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
47,149,794 | |||||||||||
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) | ||||||||||
61.5%(See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. |
180489 10 6 |
13D |
1 | NAMES OF REPORTING PERSONS Safeguard Delaware, Inc. |
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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 | 43,711,073 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
43,711,073 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
43,711,073 | |||||||||||
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) | ||||||||||
57.0%(See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. |
180489 10 6 |
13D |
1 | NAMES OF REPORTING PERSONS Safeguard Scientifics (Delaware), Inc. |
||||||||||
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 |
CUSIP No. |
180489 10 6 |
13D |
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) |
47,149,794 | 61.5 | % | |||||
Safeguard Delaware, Inc. (3)(4)(5) |
43,711,073 | 57.0 | % | |||||
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 71,886,915 outstanding shares of Common Stock, as reported in the Companys Form 10-Q for the quarter ended September 30, 2007, and an aggregate of 4,828,473 shares of Common Stock underlying warrants held by SDI; however, warrants, options or other derivative securities held by others are excluded. | |
(2) | Includes the 38,882,600 directly held shares of Common Stock and warrants to purchase 4,828,473 shares of Common Stock beneficially owned by SDI and the 3,438,721 shares of Common Stock 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 of Common Stock beneficially owned by each of SDI and SSDI, respectively. | |
(3) | Excludes an aggregate of 27,891 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 4,828,473 shares of Common Stock. |
|
(5) | SDI and SSDI are wholly owned subsidiaries of Safeguard. |
CUSIP No. |
180489 10 6 |
13D |
Incorporated Filing | ||||||||||
Reference | ||||||||||
Original | ||||||||||
Exhibit | Form Type & | Exhibit | ||||||||
Number | Description | Filing Date | Number | |||||||
99.1
|
Amended and Restated Reimbursement and Indemnity Agreement, dated January 17, 2007, by Clarient, Inc. in favor of Safeguard Delaware, Inc. and Safeguard Scientifics (Delaware), Inc. | (1 | ) | 10.3 | ||||||
99.2
|
Common Stock Purchase Warrant, dated January 17, 2007, for 100,000 shares issued to Safeguard Delaware, Inc. | (1 | ) | 10.7 | ||||||
99.3
|
Senior Subordinated Revolving Credit Agreement, dated March 7, 2007, by and between Clarient, Inc. and Safeguard Delaware, Inc. | (1 | ) | 10.9 | ||||||
99.4
|
Common Stock Purchase Warrant, dated March 7, 2007, for 125,000 shares issued to Safeguard Delaware, Inc. | (1 | ) | 10.10 | ||||||
99.5
|
Common Stock Purchase Warrant, dated March 7, 2007, for 62,500 shares issued to Safeguard Delaware, Inc. | (1 | ) | 10.11 | ||||||
99.6
|
Form of Common Stock Purchase Warrant to be issued to Safeguard Delaware, Inc. (for that number of shares to be determined in connection with usage by the Company under the Senior Subordinated Revolving Credit Agreement by and between Clarient, Inc. and Safeguard Delaware, Inc.) | (1 | ) | 10.12 | ||||||
99.7
|
Common Stock Purchase Warrant, dated April 18, 2007, for 166,667 shares issued to Safeguard Delaware, Inc. | (1 | ) | 10.15 | ||||||
99.8
|
Amended and Restated Senior Subordinated Revolving Credit Agreement dated as of March 14, 2008 by and between Safeguard Delaware, Inc. and Clarient, Inc. | (2 | ) | 10.1 | ||||||
99.9
|
Registration Rights Agreement dated as of March 14, 2008 by and among Safeguard Delaware, Inc., Safeguard Scientifics, Inc., Safeguard Scientifics (Delaware), Inc. and Clarient, Inc. | (2 | ) | 10.2 | ||||||
99.10
|
Form of Common Stock Purchase Warrant to be issued pursuant to the Amended and Restated Senior Subordinated Revolving Credit Agreement, dated March 14, 2008 | (2 | ) | 10.3 |
(1) | Incorporated by reference to the Quarterly Report on Form 10-Q filed on May 9, 2007 by
Clarient, Inc. (SEC File No. 000-22677) |
|
(2) | Incorporated by reference to the Current Report on Form 8-K filed on March 17, 2008 by
Clarient, Inc. (SEC File No. 000-22677) |
CUSIP No. |
180489 10 6 |
13D |
Date: March 17, 2008 | Safeguard Scientifics, Inc. |
|||
By: | BRIAN J. SISKO | |||
Brian J. Sisko | ||||
Senior Vice President & General Counsel | ||||
Date: March 17, 2008 | Safeguard Delaware, Inc. |
|||
By: | BRIAN J. SISKO | |||
Brian J. Sisko | ||||
Vice President | ||||
Date: March 17, 2008 | Safeguard Scientifics (Delaware), Inc. |
|||
By: | BRIAN J. SISKO | |||
Brian J. Sisko | ||||
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 holding company that builds value in growth-stage 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 1105 North Market Street, Wilmington, DE 19801. 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 1105 North Market Street, Wilmington, DE 19801. 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 Director, Life Sciences | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Raymond J. Land
|
Senior Vice President and Chief Financial Officer | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
John A. Loftus
|
Executive Vice President and Managing Director, Technology | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Brian J. Sisko
|
Senior Vice President & General Counsel | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Directors* |
||||
Peter J. Boni
|
Same as above | Same as above | ||
Michael J. Cody
|
Senior Vice President, Corporate Development |
Ensign-Bickford Industries 1601 Trapelo Road Suite 284 Waltham, MA 02451 |
||
Julie A. Dobson
|
Former COO, TeleCorp PCS; Former President, Bell Atlantic Mobile | c/o Safeguard Scientifics, Inc. 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 Management, LLC |
c/o Safeguard Scientifics, Inc. 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, Novell, Inc. | c/o Safeguard Scientifics, 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, PricewaterhouseCoopers |
c/o Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Robert J. Rosenthal
|
President and Chief Executive Officer, Magellan Biosciences, Inc. | Magellan Biosciences, Inc. 22 Alpha Road Chelmsford, MA 01824-4171 |
* | 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 |
||
Raymond J. Land
|
Senior Vice President and Chief Financial Officer, Safeguard Scientifics, Inc. | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Brian J. Sisko
|
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 Secretary, Safeguard Scientifics, Inc. | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Steven J. Grenfell
|
Vice President, Operations, Safeguard Scientifics, Inc. | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Raymond J. Land
|
Same as above | Same as above | ||
Brian J. Sisko
|
Same as above | Same as above |
* | 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 |
||
Raymond J. Land
|
Senior Vice President and Chief Financial Officer, Safeguard Scientifics, Inc. | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Brian J. Sisko
|
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 Secretary, Safeguard Scientifics, Inc. | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Steven J. Grenfell
|
Vice President, Operations, Safeguard Scientifics, Inc. | Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800 Wayne, PA 19087 |
||
Raymond J. Land
|
Same as above | Same as above | ||
Brian J. Sisko
|
Same as above | Same as above |
* | All Executive Officers and Directors are U.S. Citizens. |