8-K

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): December 21, 2020

Safeguard Scientifics, Inc.

(Exact Name of registrant as Specified in Charter)

Registrant’s telephone number, including area code: 610-293-0600

(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))

☐ 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:

Indicate by check mark whether the registrant is an emerging growth company 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 21, 2020, Safeguard Scientifics, Inc. (the “Company”) appointed Eric C. Salzman as the Company’s Chief Executive Officer. Since April 1, 2020, Mr. Salzman has served as the Company’s Chief Restructuring Officer. Robert J. Rosenthal, Ph.D., who has been serving as the Company’s Executive Chairman, will resume his role as Chairman of the Board of Directors of the Company. Dr. Rosenthal’s and Mr. Salzman’s compensation will remain unchanged.

Prior to Mr. Salzman joining the Company as Chief Restructuring Officer, Mr. Salzman, age 53, had been providing consulting services to the Company since November 21, 2019. Mr. Salzman has a 25-year track record partnering with growth companies as an investor, board member and strategic advisor. He has worked in M&A, restructuring, growth and special situations investing at a number of investment banks and private equity funds, including Credit Suisse and Lehman Brothers. Mr. Salzman helped oversee the monetization of a $2 billion portfolio of illiquid assets in the Lehman Brothers Bankruptcy Estate and subsequently advised several investment funds on value-maximization strategies for their respective portfolios. He currently serves as a director on a number of the Company’s portfolio companies as well as an independent director at publicly traded 8x8, Inc. Mr. Salzman earned a B.A. Honors from the University of Michigan and an MBA from Harvard University.

ITEM 7.01. Regulation FD Disclosure.

On December 21, 2020, the Company issued a press release announcing the appointment of Mr. Salzman as Chief Executive Officer of the Company and that Dr. Rosenthal would resume his role as Chairman of the Board of Directors of the Company. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 7.01 by this reference.

ITEM 9.01. Financial Statements and Exhibits.

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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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ex_218479.htm

Exhibit 99.1

SAFEGUARD SCIENTIFICS ANNOUCES APPOINTMENT OF ERIC C. SALZMAN AS CEO

Radnor, PA, December 21, 2020 — Safeguard Scientifics, Inc. (NYSE:SFE) announced today that Eric C. Salzman has been appointed Chief Executive Officer, effective December 21, 2020. Since April 1, 2020, Mr. Salzman has served as the Company’s Chief Restructuring Officer. As CEO, Mr. Salzman will continue to focus on the value maximization and monetization of Safeguard’s interests in its portfolio companies as well as the management of Safeguard’s operations.

“Since joining Safeguard earlier this year, we have been impressed with Eric’s progress towards executing on Safeguard’s strategy to drive value creation from the portfolio and return capital to our shareholders,” said Robert J. Rosenthal, Chairman of the Board of Directors of Safeguard.

“I am excited to build on the work that the team and I have accomplished over the past several months, and to continue to closely partner with our portfolio of companies,” said Eric C. Salzman. “Safeguard owns a portfolio of late stage interests in valuable and high growth companies and I am optimistic of our ability to generate substantial value for shareholders through our efforts.”

Dr. Rosenthal, currently Executive Chairman, will resume his position as Chairman of the Board of Directors of Safeguard.

Mr. Salzman has a 25-year track record partnering with growth companies as an investor, board member and strategic advisor. He has worked in M&A, restructuring, growth and special situations investing at a number of investment banks and private equity funds, including Credit Suisse and Lehman Brothers. Mr. Salzman helped oversee the monetization of a $2 billion portfolio of illiquid assets in the Lehman Brothers Bankruptcy Estate and subsequently advised several investment funds on value-maximization strategies for their respective portfolios. He currently serves as a director on a number of Safeguard portfolio companies as well as an independent director at publicly traded 8x8, Inc. Mr. Salzman earned a B.A. Honors from the University of Michigan and an MBA from Harvard University.

About Safeguard Scientifics

Historically, Safeguard Scientifics (NYSE:SFE) has provided capital and relevant expertise to fuel the growth of technology-driven businesses. Safeguard has a distinguished track record of fostering innovation and building market leaders that spans more than six decades. Currently, Safeguard is pursuing a focused strategy to value-maximize and monetize its ownership interests over a multiyear time frame to drive shareholder value. For more information, please visit www.safeguard.com.

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SAFEGUARD CONTACT:

Mark Herndon

Chief Financial Officer

(610) 975-4913

mherndon@safeguard.com