SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5) *
EMERGE INTERACTIVE INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
29088W 30 1
(CUSIP Number)
STEVEN J. FEDER, SENIOR VICE PRESIDENT & GENERAL COUNSEL
SAFEGUARD SCIENTIFICS, INC.
435 DEVON PARK DRIVE, BUILDING 800
WAYNE, PA 19087-1945
(610) 293-0600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 16, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
CUSIP No. 29088W 30 1
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAFEGUARD SCIENTIFICS, INC. 23-1609753
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
PENNSYLVANIA
--------------------------------------------------------------------------------
7 Sole Voting Power
0
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 501,638
Owned by ---------------------------------------------------------------
Each Reporting 9 Sole Dispositive Power
Person With 0
---------------------------------------------------------------
10 Shared Dispositive Power
501,638
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
501,638
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]*
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
12.5% (SEE ITEM 5)
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
* Excludes an aggregate of 211 shares of common stock held by certain
executive officers and directors of Reporting Persons.
CUSIP No. 29088W 30 1
--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAFEGUARD DELAWARE, INC. 52-2081181
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7 Sole Voting Power
0
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 224,710
Owned by ---------------------------------------------------------------
Each Reporting 9 Sole Dispositive Power
Person With 0
---------------------------------------------------------------
10 Shared Dispositive Power
224,710
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
224,710
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]*
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.6% (SEE ITEM 5)
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
* Excludes an aggregate of 211 shares of common stock held by certain
executive officers and directors of Reporting Persons.
CUSIP No. 29088W 30 1
--------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAFEGUARD SCIENTIFICS (DELAWARE), INC. 51-0291171
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
DELAWARE
--------------------------------------------------------------------------------
7 Sole Voting Power
0
Number of ---------------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 276,928
Owned by ---------------------------------------------------------------
Each Reporting 9 Sole Dispositive Power
Person With 0
---------------------------------------------------------------
10 Shared Dispositive Power
276,928
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
276,928
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]*
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.9% (SEE ITEM 5)
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
* Excludes an aggregate of 211 shares of common stock held by certain
executive officers and directors of Reporting Persons.
CUSIP No. 29088W 30 1
This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D, as
amended, previously filed by the Reporting Persons relating to the Common Stock,
$0.01 par value per share, of eMerge Interactive, Inc., a Delaware corporation
(the "Company"), as described in the following items:
ITEM 2. IDENTITY AND BACKGROUND
The disclosure previously contained in paragraph (a) - (c) of Item 2 is amended
and restated in its entirety as follows:
(a) - (c) This Schedule 13D is being filed by Safeguard Scientifics, Inc.
("Safeguard"), Safeguard Delaware, Inc. ("SDI") and Safeguard Scientifics
(Delaware), Inc. ("SSDI") (collectively, the "Reporting Persons" and,
individually, a "Reporting Person"). Safeguard is a publicly-traded company that
builds value in high-growth, revenue-stage information technology and life
sciences companies. SDI and SSDI are wholly-owned subsidiaries of Safeguard. Set
forth in Schedule I annexed hereto are the name, identity and background of each
Reporting Person and set forth in Schedules II, III and IV is the information
required by Item 2 of Schedule 13D about the identity and background of each
Reporting Person's directors, executive officers and controlling persons, if
any.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to include the following:
On October 16, 2006, the Company and PRIME BioShield, L.L.C. issued a joint
press release announcing the execution of the Agreement and Plan of Merger (the
"Merger Agreement"), dated October 16, 2006, by and among the Company, eMerge
Merger Sub, LLC, PRIME BioShield, L.L.C. ("Shield") and Prime BioSolutions, LLC
("PRIME"). Pursuant to the terms of the Merger Agreement, PRIME will be merged
into eMerge Merger Sub, LLC, a subsidiary of eMerge. Upon completion of the
transaction (the "Merger"), the Company will change its name to PRIME
BioSolutions, Inc. If the transactions contemplated by the Merger Agreement are
consummated, the currently outstanding shares of the Company will remain
outstanding.
Neither SDI nor SSDI is a party to the Merger Agreement. However, concurrently
with the execution of the Merger Agreement, each of SDI and SSDI entered into
Voting and Lock-Up Agreements (the "Voting Agreements") with the Company and
PRIME. The Voting Agreements are attached hereto as Exhibits 99.2 and 99.3, and
the following summary of the terms of the Voting Agreements is qualified in its
entirety by reference to the text of the Voting Agreement set forth in each such
Exhibit.
Pursuant to the terms of the Voting Agreements, each of SDI and SSDI shall cause
all shares of capital stock of the Company held by each of them, respectively,
to be voted at any annual, special or adjourned meeting of the shareholders of
the Company or in any other circumstances occurring prior to such meeting upon
which a vote, consent or other approval is sought (i) in favor of the approval
of each matter recommended by the Company's Board of Directors to be undertaken
in connection with the Merger, including, if required, the adoption of the
Merger Agreement by the Company and the transactions contemplated by the Merger
Agreement and any matter that could reasonably be expected to facilitate the
Merger, (ii) in favor of any alternative structure as may be agreed upon by the
parties to the Merger Agreement to reflect the acquisition by Shield of control
of the Company, provided that such alternative structure is on terms in the
aggregate no less favorable to SDI and SSDI than the terms of the Merger
Agreement; and (iii) except with the written consent of PRIME, against any
takeover proposal, the consummation of any superior proposal, or any other
action, proposal, agreement or transaction that would result in a breach of any
covenant, representation or warrant or any other obligation or agreement of the
Company's obligations under the Merger Agreement. Each of SDI and SSDI also has
agreed not to (i) sell, transfer, tender, pledge, encumber, assign or otherwise
dispose of (collectively, a "Transfer") or enter into any agreement, option or
other arrangement with respect to a Transfer, (ii) grant any proxies or enter
into any voting trust or arrangement other than pursuant to the Voting
Agreements, or (iii) participate in a solicitation of proxies to facilitate any
takeover proposal or to cause the Company's stockholders not to vote to approve
the matters recommended by the Company's Board of Directors in connection with
the Merger. The obligations of SDI and SSDI under the Voting Agreements shall
terminate upon the earlier of the effective time of the Merger or the
termination of the Merger Agreement or at any time upon notice from PRIME to SDI
and SSDI, provided that in the event of a change in the
CUSIP No. 29088W 30 1
terms of the Merger Agreement that is materially adverse to SDI and SSDI, SDI
and SSDI shall have the right to terminate the Voting Agreements.
The Company is one of our non-strategic holdings and Safeguard may therefore
seek to dispose of all or a portion of its shares of the Company from time to
time as market conditions may permit. Safeguard reserves the right to change its
plans and intentions at any time and to take any action, with respect to the
Company or any of its equity securities, in any manner permitted by law.
Except as set forth in this item, the Reporting Persons have not formulated any
plans or proposals of the types referred to in clauses (a) through (j) of Item 4
of Schedule 13D (although each Reporting Person reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The disclosure previously contained in Item 5 is amended and restated in its
entirety as follows:
The table below sets forth the aggregate number of shares and percentage of the
Company's outstanding shares of Common Stock beneficially owned by each
Reporting Person. Except as otherwise noted, each person listed has sole voting
and dispositive power over all shares listed opposite its name.
No Reporting Person or director or executive officer of a Reporting Person has
consummated any transaction in the Company's shares during the past 60 days.
Beneficial Ownership
-------------------------------------
Number of Percentage of Total
Shares Shares Outstanding (1)
---------- ----------------------
Safeguard Scientifics, Inc. 501,638(2) 12.5%
Safeguard Delaware, Inc. 224,710(2)(3) 5.6%
Safeguard Scientifics (Delaware), Inc. 276,928(3) 6.9%
(1) Calculations based upon 4,030,579 shares of Company Common Stock
outstanding on August 8, 2006, as reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2006.
(2) Represents the 276,928 shares of Common Stock beneficially owned by SSDI
and the 224,710 shares of Common Stock beneficially owned by SDI. Safeguard
Scientifics, Inc. ("Safeguard") and each of SDI and SSDI have reported that
Safeguard together with each of SDI and SSDI, respectively, have both
shared voting and dispositive power with respect to the shares beneficially
owned by each of SDI and SSDI, respectively, because Safeguard is the sole
stockholder of each of SDI and SSDI. Excludes an aggregate of 211 shares of
Common Stock held by certain executive officers and directors of the
Reporting Persons. The Reporting Persons disclaim beneficial ownership of
such shares.
(3) SDI and SSDI are wholly owned subsidiaries of Safeguard.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In addition to the agreements previously filed as exhibits to Schedule 13D and
amendments thereto, SDI and SSDI are each parties to a Voting and Lock-Up
Agreement with PRIME BioSolutions, Inc. and the Company dated October 16, 2006.
CUSIP No. 29088W 30 1
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following:
99.2. Voting and Lock-Up Agreement dated as of October 16, 2006 among PRIME
BioSolutions, LLC, eMerge Interactive, Inc. and Safeguard Scientifics
(Delaware), Inc.
99.3. Voting and Lock-Up Agreement dated as of October 16, 2006 among PRIME
BioSolutions, LLC, eMerge Interactive, Inc. and Safeguard Delaware, Inc.
CUSIP No. 29088W 30 1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: October 23, 2006 Safeguard Scientifics, Inc.
By: STEVEN J. FEDER
------------------------------------
Steven J. Feder
Senior Vice President and
General Counsel
Date: October 23, 2006 Safeguard Delaware, Inc.
By: STEVEN J. FEDER
------------------------------------
Steven J. Feder
Vice President
Date: October 23, 2006 Safeguard Scientifics (Delaware), Inc.
By: STEVEN J. FEDER
----------------------------
Steven J. Feder
Vice President
CUSIP No. 29088W 30 1
SCHEDULE I
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
company that builds value in high-growth, revenue-stage information
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 103 Springer Building, 3411 Silverside Road, P.O. Box
7048, Wilmington, DE 19803. 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 103 Springer Building, 3411 Silverside Road, P.O. Box
7048, Wilmington, DE 19803. Schedule IV provides information about the
executive officers and directors of SSDI as of the date of this amendment
to Schedule 13D.
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS, INC.
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 Safeguard Scientifics, Inc.
Director, Life Sciences 435 Devon Park Drive, Building 800
Wayne, PA 19087
Christopher J. Davis Executive Vice President and Chief Safeguard Scientifics, Inc.
Administrative & Financial Officer 435 Devon Park Drive, Building 800
Wayne, PA 19087
John A. Loftus Executive Vice President and Managing Safeguard Scientifics, Inc.
Director, Information Technology 435 Devon Park Drive, Building 800
Wayne, PA 19087
Steven J. Feder 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
Julie A. Dobson Former COO, TeleCorp PCS; Former c/o Safeguard Scientifics, Inc.
President, Bell Atlantic Mobile 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, c/o Safeguard Scientifics, Inc.
LLC 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, c/o Safeguard Scientifics, Inc.
Novell, 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, c/o Safeguard Scientifics, Inc.
PricewaterhouseCoopers 435 Devon Park Drive, Building 800
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD DELAWARE, INC.
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
Christopher J. Davis Executive Vice President and Chief Safeguard Scientifics, Inc.
Administrative & Financial Officer, 435 Devon Park Drive, Building 800
Safeguard Scientifics, Inc. Wayne, PA 19087
Steven J. Feder 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 Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800
Wayne, PA 19087
Christopher J. Davis Same as above Same as above
Steven Grenfell Vice President, Operations, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 435 Devon Park Drive, Building 800
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF SAFEGUARD SCIENTIFICS (DELAWARE), INC.
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
Christopher J. Davis Executive Vice President and Chief Safeguard Scientifics, Inc.
Administrative & Financial Officer, 435 Devon Park Drive, Building 800
Safeguard Scientifics, Inc. Wayne, PA 19087
Steven J. Feder 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 Safeguard Scientifics, Inc.
Secretary, Safeguard Scientifics, Inc. 435 Devon Park Drive, Building 800
Wayne, PA 19087
Christopher J. Davis Same as above Same as above
Steven Grenfell Vice President, Operations, Safeguard Safeguard Scientifics, Inc.
Scientifics, Inc. 435 Devon Park Drive, Building 800
Wayne, PA 19087
* All Executive Officers and Directors are U.S. Citizens.