SAFEGUARD SCIENTIFICS, INC. (NYSE:SFE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 13, 2018, the Board of Directors (the “Board”) of Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Corporation”), approved amendments to amend and restate the Corporation’sBylaws(the “Bylaws”). TheBylawswere last amended on October 19, 2016. The amendments to the Bylaws are principally focused on adding various procedural safeguards with respect to the submission to the Corporation of an advance notice of proposed nominations and/or other proposed business by shareholders intending to bring such business before a meeting of shareholders (an “Advance Notice”).
Procedural Safeguards Applicable to Advance Notices
Require aproposing shareholder (a “Proponent”) submitting an Advance Notice to represent and warrant in the Advance Notice that all information contained therein is true, accurate and complete in all respects and contains no false and misleading statements.
Require a Proponent to update and supplement, on a timely basis, the Advance Notice if any of the information contained in the Advance Notice becomes inaccurate or incomplete at any time after it is submitted.
Provide that the Corporation may request that a Proponent who submits an Advance Notice provide written verification to demonstrate the accuracy of any information contained in the Advance Notice.
Provide that the Corporation may request that a Proponent who submits an Advance Notice provide a written supplement to update the information contained in any previously submitted Advance Notice.
Require a Proponent to specifically identify in the Advance Notice by way of an express cross-reference how the information being provided therein is intended to comply with a specific requirement of the Bylaws applicable to the submission of an Advance Notice.
Prohibit a Proponent from incorporating by reference into an Advance Notice information from other documents which are not prepared in response to the requirements of the Bylaws.
Provide that a Proponent submitting an Advance Notice by delivering such advance notice to the Corporation acknowledges that it understands that nothing contained therein shall be considered confidential or proprietary information and that neither the Corporation nor the Board shall be restricted, in any manner, from publicly disclosing or using any of the information contained in such Advance Notice.
Require a Proponent to submit its own timely and proper Advance Notice notwithstanding any notice of the annual meeting or proxy statement sent to shareholders on behalf of the Corporation that may seek to bring similar items of business before the meeting.
Specify that business and director candidates proposed to be brought before an annual meeting by a Proponent may not be brought before such meeting if such Proponent takes action contrary to the representations made in the Advance Notice, or if, when submitted, the Advance Notice contained untrue statements or omissions of facts necessary to make the statements therein not misleading, or, after being submitted to the Corporation, the Advance Notice was not updated in accordance with the Bylaws.
Provide that in addition to the requirements of the Bylaws applicable to the submission of an Advance Notice, a Proponent shall also comply with all applicable requirements of the Bylaws, the Articles, the Pennsylvania Business Corporation Law, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (the “SEC”) and other applicable law in connection with any proposed business and/or proposed nomination of director candidates, any solicitation of proxies from the Corporation’s shareholders in connection therewith and any filings required to be made with the SEC in connection therewith.
Content of an Advance Notice
Require the Advance Notice to include, in addition to the specific information required to be included therein to the Bylaws, such other information regarding the Proponent, each Participant (as defined in the Bylaws), any Affiliate or Associate (as such terms are defined to Rule 12b-2 under the Exchange Act) of the Proponent and each Participant, each proposed nominee and each other item of proposed business as would be required to be disclosed in a proxy statement or other filing required to be made by the Proponent with the SEC to Section 14(a) of the Exchange Act in connection with a contested solicitation of proxies by such Proponent in support of the nominees and/or other business proposed to be brought before the meeting.
Provisions Relating to the Conduct of Shareholders’ Meetings
Provide more detailed procedures with respect to the organization of shareholders’ meetings, including, but not limited to, the appointment of a presiding officer for the meeting and the appointment of a secretary for the meeting.
Provide that the Board or the chairman of a shareholder meeting shall be entitled to prescribe rules, regulations and procedures for the conduct of shareholder meetings.
In addition to the foregoing, there are various other “clean-up” changes that have been made to the Bylaws including, but not limited to, grammatical and other typographical corrections, formatting changes, revisions to headings, titles and captions, and defining certain terms and the capitalization of such defined terms.
The foregoing description of the various amendments included in theBylawsdoes not purport to be complete and is qualified in its entirety by reference to the complete text of theBylawsadopted by the Board on February 13, 2018, a copy of which is attached to this Current Report on Form8-Kas Exhibit 3.1 and incorporated by reference in this Item 5.03 in its entirety.
Financial Statements and Exhibits.
Seethe ExhibitIndexbelow, which is incorporated by reference herein.
SAFEGUARD SCIENTIFICS INC ExhibitEX-3.1 2 tv485893_ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1 THIRD AMENDED AND RESTATED BYLAWS OF SAFEGUARD SCIENTIFICS,…To view the full exhibit click here About SAFEGUARD SCIENTIFICS, INC. (NYSE:SFE) Safeguard Scientifics, Inc. provides capital, as well as strategic, operational and management resources to growth-stage businesses. The Company participates in early- and growth-stage financings. The Company operates through two segments: Healthcare and Technology. The Healthcare segment’s companies focuses principally on medical technology (MedTech), including diagnostics and devices, and healthcare technology (HealthTech). The Technology segment’s companies focuses principally on digital media, financial technology (FinTech), and enterprise software, including mobile technology, cloud, Internet of Things (IoT) and big data. It holds interests in approximately 30 non-consolidated partner companies, which are included in the Healthcare and Technology segments. The Company provides management and operational support, as well as ongoing planning and development assessment. It provides mentoring, advice and guidance to develop partner company management.