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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):       April 23, 2004     

SAFEGUARD SCIENTIFICS, INC.

(Exact Name of Registrant as Specified in Charter)
         
PENNSYLVANIA
  1-5620   23-1609753
(State or other jurisdiction of incorporation)
  (Commission
File Number) 		  (I.R.S. Employer Identification No.)
 
        
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA   19087-1945
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 293-0600

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

ITEM 5. Other Events.

     On April 23, 2004, Safeguard Scientifics, Inc. issued a press release announcing the filing of a registration statement on Form S-3 with the Securities & Exchange Commission relating to the resale by selling security-holders of its 2.625% convertible senior debentures due 2024, and the common stock issuable upon conversion of the debentures.

     The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. Financial Statements and Exhibits

  (a)   Financial Statements of Businesses Acquired.
 
      None.
 
  (b)   Pro Forma Financial Information.
 
      None.
 
  (c)   Exhibits

  99.1   Press Release of Safeguard Scientifics, Inc. dated April 23, 2004.

SIGNATURES

     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 hereunto duly authorized.

         
  Safeguard Scientifics, Inc.
 		  
Dated: April 23, 2004  By:   CHRISTOPHER J. DAVIS    
    Christopher J. Davis   
    Managing Director and Chief Financial Officer   
 

Exhibit Index

     
99.1
  Press release dated April 23, 2004 issued by Safeguard Scientifics, Inc.