Core Technologies Pennsylvania Inc – ‘8-K’ for 9/29/95

As of:  Monday, 10/16/95   ·   For:  9/29/95   ·   Accession #:  928816-95-64   ·   File #:  0-17577

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Core Tech                                              2±    13K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION        
WASHINGTON, D.C. 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 29, 1995          
                                         -------------------

CORE TECHNOLOGIES (PENNSYLVANIA), INC.        
(Exact Name of Registrant as Specified in its Charter)          

DELAWARE                             000-17577             22-2537194           
(State or other Jurisdiction  (Commission File Number)  (I.R.S. Employer        
of incorporation                                   Identification No.)      

110 Summit Drive, Exton, PA                                     19341           
(Address of principal executive offices)                      (Zip Code)        

Registrant's telephone number, including area code:      (610) 524-7000         

ITEM 1  CHANGES IN CONTROL OF REGISTRANT                                        

(a)  Effective September 29, 1995 Safeguard Scientifics (Delaware),       
Inc. ("Safeguard") (i) contributed to the capital of the Company                
2,000,000 shares of the Company's Common Stock and (ii) sold to George          
E. Mitchell, President and Chief Executive Officer of the Company,              
Frederick B. Franks, Vice President and Chief Financial Officer of the          
Company and Philip J. Donnelly, a Vice President of the Company, an             
aggregate 2,500,000 shares of Common Stock.  Prior to the above                 
transactions, Safeguard was the beneficial owner of 66.55% of the               
Company's outstanding Common Stock.  Subsequent to the above the                
transactions, Safeguard became the beneficial owner of 36.05% of the            
Company's outstanding Common Stock.  The above information regarding            
Safeguard's beneficial ownership of the Common Stock includes 15,000            
shares of the Company's Convertible Preferred Stock which are                   
convertible by Safeguard into 1,500,000 shares of Common Stock.                 

George E. Mitchell, President and Chief Executive officer of the
Company, after the acquisition of 833,334 shares of Common Stock from           
Safeguard, may be deemed the beneficial owner of  16.7% of the Company's        
outstanding Common Stock, including for this purpose 300,000 shares of          
Common Stock which are owned by Mr. Mitchell's wife.                            

Frederick D. Franks, III the Company's Vice President, Finance  
and Chief Financial Officer, after the acquisition of 833,333 shares of         
Common Stock from Safeguard, may be deemed the beneficial owner of              
10.18% of the Company's outstanding Common Stock, including for this            
purpose, 80,000 shares of Common Stock issuable upon the exercise of            
currently exercisable warrants owned by Mr. Franks.                             

Philip J. Donnelly, a Vice President of the Company, after the  
acquisition of 833,333 shares of the Company's Common Stock from                
Safeguard, is the beneficial owner of 9.38% of the Company's outstanding        
Common Stock.                                                                   

The purchase price for the shares acquired from Safeguard by Messrs.            
Mitchell, Franks and Donnelly was $.10 per share.  The purchase price           
was paid at closing by the issuance to Safeguard by each of these three         
individuals of his promissory note for the aggregate amount of the              
purchase price.  Each of these promissory notes bears interest at a rate        
of 6.35% per annum. Interest and principal are payable in full on               
September 29, 2000; provided that each individual must prepay the               
outstanding balance to the extent of 25% of the proceeds of any sale or         
other disposition of any of the shares purchased from Safeguard.                

Mr. Mitchell, Mr. Franks and Mr. Donnelly have entered into an agreement        
with the Company pursuant to which they have deposited an aggregate of          
700,000 of the shares acquired from Safeguard into escrow with the              
Company.  The Company may redeem these escrowed shares in order to              
satisfy exercises of options under the Company's 1993 Stock Option Plan.        
The redemption price payable by the Company will be equal to the                
exercise price payable by the individual exercising the option.  Prior          
to redemption, Mr. Mitchell, Mr. Franks and Mr. Donnelly will retain the        
right to vote, receive distributions and dividends (if any) on, and             
transfer (subject to the escrow) their respective escrowed shares.              

The above transactions among Safeguard and each of the Company, Mr.             
Mitchell, Mr. Franks and Mr. Donnelly may be deemed to constitute a             
change in control of the Company as Safeguard will no longer                    
beneficially own greater than 50% of the Company's outstanding Common           
Stock.                                                                          

(b)  There are no arrangements known to the Company, the operation of     
which may at a subsequent date result in a change in control of the             
Company.                                                                        

SIGNATURE         

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, thereunto duly authorized.                                     

                          CORE TECHNOLOGIES (PENNSYLVANIA), INC.

                       By:      /s/ George E. Mitchell
                              ----------------------------------
                               George E. Mitchell, President and
                                 Chief Executive Officer

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
		9/29/00		None on these Dates
Filed on:		10/16/95
For Period End:		9/29/95
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