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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units (obligation to buy) (1) | (1) | 06/19/2006 | J(1) | 2,352,941 | (1) | (1) | Common Stock | 2,705,882 | $ 0 | 2,352,941 | I | SSI Delaware (2) | |||
| Warrant (right to buy) | $ 0.87 | 06/19/2006 | J(3) | 50,000 | 06/19/2006 | 06/19/2010 | Common Stock | 50,000 | $ 0 | 50,000 | I | SSI Delaware (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SAFEGUARD SCIENTIFICS INC 435 DEVON PARK DRIVE BUILDING 800 WAYNE, PA 19087-1945 |
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| STEVEN J. FEDER | 06/21/2006 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities reported herein represent the minimum number of securities which the reporting person has the obligation to purchase from issuer if issuer's acquisition of the assets of Trestle Holdings, Inc. and Trestle Acquisition Corp. (the "Acquisition") is consummated and issuer elects to sell the units to reporting person. Each unit consists of one share of common stock and a warrant to purchase 0.15 shares of common stock. The purchase price for the units will be 85% of the average closing price of issuer's stock for the 10 trading days preceding the issuance (the "Market Price"), not to exceed an effective price of $1.275 per share. The warrant will have an exercise price of 115% of the Market Price and a four-year term. Reporting person's obligation expires upon the earliest of the closing of the Acquisition, termination of the purchase agreement with respect to the Acquisition or 12/31/06. |
| (2) | Safeguard Delaware, Inc. ("SSI Delaware") and Safeguard Scientifics (Delaware), Inc. ("Safeguard Delaware") are wholly-owned subsidiaries of reporting person and the record holders of the securities reported herein. |
| (3) | This warrant was issued to Safeguard Delaware, Inc. in connection with the Issuer's acceptance of a commitment letter from reporting person to provide capital to Issuer. |
| Remarks: Additional Reporting Persons: Safeguard Scientifics (Delaware), Inc. Safeguard Delaware, Inc. 103 Springer Building 3411 Silverside Road P. O. Box 7048 Wilmington, DE 19803 | |