SEC – ‘UPLOAD’ from 10/16/23 re: Safeguard Scientifics Inc. – ‘TEXT-EXTRACT’

On:  Monday, 10/16/23, at 1:36pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-23-11280   ·   File #:  5-19574

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     42K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    13K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

October 16, 2023        

Eric Salzman                                                      
Chief Executive Officer                                           
Safeguard Scientifics, Inc.                                       
150 N. Radnor Chester Rd., Suite F-200                            
130 North 18th Street                                             
Radnor, PA 19087                                                  

                                             Re: Safeguard
Scientifics, Inc.                                                               
                                                      Schedule 13E-3
filed October 5, 2023                                                           
                                                          File No. 005-19574
                                                         Preliminary Proxy
Statement on Schedule 14A filed October 5, 2023                                 
                                                          File No. 001-05620

Dear Eric Salzman:                                                

            We have reviewed your filing and have the following comments. In
some of our                                                                     
      comments, we may ask you to provide us with information so we may better
understand your                                                                 
disclosure.                                                       

         Please respond to these comments by providing the requested
information or advise us as                                                     
soon as possible when you will respond. If you do not believe our 
comments apply to your facts                                                    
and circumstances, please tell us why in your response.           

                                                    After reviewing your
response to these comments, we may have additional comments.                    

Schedule 13E-3 filed October 5, 2023                              

General                                                           

  1.                                                   We note your disclosure
on page 26 that    [f]rom March to July 2023, Safeguard was                     
                                                      engaged in the process
of negotiating a potential transaction with Party A.    However, in             
                                                 Item 5(c) of your
Schedule 13E-3, you state that Item 1005(c) of Regulation M-A, which            
                                                      requires disclosure of
certain    negotiations or material contacts concerning the matters             
                                              referred to in
paragraph (b) of [Item 1005] during the past two years,    is    [n]ot          
                                                    applicable.    Given
this apparent discrepancy, please revise or advise.                             
 2.                                                   We note the disclosure
in your definitive proxy statement, filed on April 6, 2023, that                
                                                   Safeguard   s
shareholders have cumulative voting rights under the Pennsylvania Business      
                                                       Corporation Law,    and
that    [c]umulative voting applies only in the election of                     
Eric Salzman                                                                  
FirstName  LastNameEric                                                         
Safeguard Scientifics, Inc.Salzman                                              
Comapany                                                                        
October  16,NameSafeguard                                                       
2023           Scientifics, Inc.                      
October                                                                         
Page  2 16, 2023 Page 2                                                         
FirstName LastName                                                              
 directors.    In this respect, please revise the section of the
preliminary proxy card                                                          
regarding cumulative voting or advise.                        
Fairness of the Stock Splits to Effect the Transaction, page 35                 

3.       Each presentation, discussion or report received by the Company or an  
affiliate from an                                                               
outside party that is materially related to the Rule 13e-3    
transaction, whether oral or                                                    
   written, is a separate report that requires a reasonably detailed
description meeting the                                                         
    requirements of Item 1015 of Regulation M-A. If such materials are
written, they should                                                            
  be filed as exhibits to the Schedule 13E-3 pursuant to Item 9 of
Schedule 13E-3 and Item                                                         
1016(c) of Regulation M-A. This requirement applies to both   
preliminary and final                                                           
     reports. In this respect, we note your disclosure that    the Board
did not formally request                                                        
      or rely on a fairness opinion on behalf of unaffiliated shareholders
or potential Cashed Out                                                         
    Shareholders,    (emphasis added) although Safeguard    has worked
extensively with                                                                
independent financial advisors on its portfolio valuation     
methodologies.    Please advise                                                 
      whether written materials requiring filing as exhibits were provided
in connection with the                                                          
Company   s work with such financial advisors.                
4.       We note your disclosure that    [f]or purpose of calculating the Cash  
Payment, Safeguard                                                              
     used the average of the $25.0 million to $45.0 million range -- $35
million -- in its                                                               
     calculations, factoring in estimates of     an appropriate discount
rate applied to those cash                                                      
flows.    Disclose such discount rate.                        
5.       The factors listed in Instruction 2 to Item 1014 of Regulation M-A are 
generally relevant                                                              
to each filing person   s fairness determination and should be
discussed in reasonable                                                         
     detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April                                                                 
        13, 1981). Please revise this section to include the factors described
in clauses (iii), (iv)                                                          
       and (vi) of Instruction 2 to Item 1014 or explain why such factor was
not deemed material                                                             
or relevant to the registrant   s fairness determination.     
Security Ownership of Certain Beneficial Owners and Management, page 53         

6.       We note in footnote (2) on page 53 Mr. DeMont   s disclaimer of        
beneficial ownership                                                            
          except to the extent of his pecuniary interest therein.    Similar
disclosure appears in                                                           
       footnote (3). Please note that beneficial ownership is not determined
based on pecuniary                                                              
interest. Refer to Rule 13d-3(a). Please revise.              
7.       Disclose where and how the transactions described on page 54 were      
effected. Refer to                                                              
Item 1008(b)(5) of Regulation M-A.                            
Shareholder Proposals, page 66                                                  

8.       Please disclose the dates required to be disclosed pursuant to Item    
1(c) of Schedule 14A                                                            
and Rule 14a-5(e).                                            
      We remind you that the filing persons are responsible for the accuracy
and adequacy of                                                                 
their disclosures, notwithstanding any review, comments, action or absence of   
action by the staff.                                                            
Eric Salzman                                                                  
Safeguard Scientifics, Inc.                                                     
October 16, 2023                                                                
Page 3                                                                          

     Please direct any questions to Blake Grady at 202-551-8573 or Perry
Hindin at 202-551-                                                              
3444.                                                                           

FirstName LastNameEric Salzman                              Sincerely,          
Comapany NameSafeguard Scientifics, Inc.                                        
                                                   Division of
Corporation Finance                                                             
October 16, 2023 Page 3                                     Office of Mergers & 
Acquisitions                                                                    
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		10/16/23		4,  4/A,  UPLOAD
		10/5/23		8-K,  DEFA14A,  PRE 14A,  SC 13E3,  UPLOAD
		4/6/23		DEF 14A,  DEFA14A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/23  Safeguard Scientifics Inc.        SC 13E3                2:87K  Safeguard Scientifics Inc.        Toppan Merrill/FA