<PAGE>   1
As filed with the Securities and Exchange Commission on July 13, 2001

                                         Registration Statement No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SAFEGUARD SCIENTIFICS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                    <C>
     Pennsylvania                                                   23-1609753
(State of Incorporation)                               (I.R.S. Employer Identification No.)
</TABLE>

     800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945
          (Address of principal executive offices, including zip code)

                    2001 Associates Equity Compensation Plan
                            (Full title of the plan)

                            N. Jeffrey Klauder, Esq.
                800 The Safeguard Building, 435 Devon Park Drive
                              Wayne, PA 19087-1945
                     (Name and Address of Agent for Service)

                                 (610) 293-0600
                     (Telephone Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                              Proposed      Proposed
                               Amount to      Maximum       Maximum        Amount of
                               Be             Offering     Aggregate      Registration
Title of securities to be      Registered(1)  Price Per      Offering         Fee(2)
registered                                    Share(2)      Price(2)
<S>                            <C>            <C>        <C>              <C>
Common Stock, $.10 per share,
together with related rights
to purchase Series A Junior
Participating Preferred Stock  1,161,750          (2)    $  5,997,651
                                  38,250       $4.43     $    169,448
                                  ------                 ------------
Total                          1,200,000                 $  6,167,099      $  1,542
</TABLE>
<PAGE>   2
(1)     Pursuant to Rule 416 under the Securities Act of 1933, this Registration
        Statement also registers such additional shares as may hereinafter be
        offered or issued to prevent dilution resulting from stock splits, stock
        dividends, recapitalizations or certain other capital adjustments.
(2)     Estimated pursuant to Rule 457(c) and 457(h) under the Securities Act of
        1933 solely for purposes of calculating the registration fee. The fee is
        computed based upon the per share exercise price at which grants may be
        exercised as to 1,161,750 outstanding grants (994,000 at $4.785; 4,250
        at $5.525; 20,000 at $5.79; and 143,500 at $7.68) or, as to the
        remaining 38,250 shares that are reserved for future issuance, based
        upon $4.43, the average of the high and low prices for a share of Common
        Stock of the Registrant on July 10, 2001, as reported on the New York
        Stock Exchange.
<PAGE>   3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I of Form S-8 is included in documents to
be given to the recipient of the securities registered hereby in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, as filed by Safeguard Scientifics, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement:

      1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000.

      2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

      3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed by the Registrant to
register such securities under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

      4. The description of the Preferred Share Purchase Rights that are deemed
to be attached to each share of the Registrant's Common Stock (until the
occurrence of certain events) contained in the Registrant's Registration
Statement on Form 8-A filed under the Exchange Act on March 2, 2000 (File No.
001-05620), including any amendment or report filed for the purpose of updating
such description.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
but prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of each
such document.

      Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
<PAGE>   4
Item 4.     DESCRIPTION OF SECURITIES.

      Not Applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Registrant by N. Jeffrey Klauder, Esquire, 800 The
Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Klauder is
Executive Vice President and General Counsel of Safeguard Scientifics, Inc. and
beneficially owns 7,500 shares of the Registrant and holds options to purchase
up to 425,000 shares of Registrant, of which 37,500 options are currently
exercisable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

      Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.

      Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

      The Registrant's Articles of Incorporation provide that a director or
officer of the Registrant shall not be personally liable for monetary damages as
such (including, without limitation, any judgment, amount paid in settlement,
penalty, punitive damages or expense of any nature (including, without
limitation, attorneys' fees and disbursements)) for any action taken, or
<PAGE>   5
any failure to take any action, unless the director or officer has breached or
failed to perform the duties of his or her office under the Articles or the
bylaws of the Registrant or applicable provisions of law and the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness
provided that such limitation on monetary damages does not relieve a director or
officer of liability for the payment of any taxes pursuant to local, state or
federal law, or liability or responsibility pursuant to any criminal statute.

      Section 6 of Article II of the Registrant's bylaws also limits the
monetary liability of directors for any action taken, or any failure to take any
action, unless the director has breached or failed to perform the duties of his
or her office. The limitation on monetary liability does not extend to breaches
of duty constituting self-dealing, willful misconduct or recklessness and does
not relieve a director of liability for the payment of any taxes pursuant to
local, state or federal law, or liability or responsibility pursuant to any
criminal statute.

      Article VIII of the bylaws provides, except as expressly prohibited by
law, an unconditional right to indemnification for expenses and any liability
paid or incurred by any director or officer of the Registrant, or any other
person designated by the Board of Directors as an indemnified representative, in
connection with any proceeding in which the indemnified representative may be
involved as a party or otherwise, by reason of the fact that such person is or
was serving in an indemnified capacity, including without limitation liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products liability, except where such indemnification is
expressly prohibited by applicable law or where the conduct of the indemnified
representative has been determined to constitute willful misconduct,
recklessness or self-dealing sufficient in the circumstances to bar
indemnification against liabilities arising from the conduct.

      The Registrant has a directors' and officers' liability insurance policy
that affords directors and officers with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      None.

Item 8.     EXHIBITS.

      The following exhibits are filed as part of this Registration Statement.

4.1   2001 Associates Equity Compensation Plan

4.2   Rights Agreement dated as of February 28, 2000, between Safeguard
      Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
      Agent (incorporated herein by reference to Exhibit 4 to the Registrant's
      Current Report on Form 8-K filed on February 29, 2000)
<PAGE>   6
5.1   Opinion of N. Jeffrey Klauder, Esquire

23.1  Consent of KPMG LLP

23.2  Consent of Counsel (included in opinion filed as Exhibit 5 hereto)

24.1  Power of Attorney (included with signature page of this Registration
      Statement)

Item 9.     UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where
<PAGE>   7
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>   8
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania on July 11, 2001.

                                    SAFEGUARD SCIENTIFICS, INC.


                                    By:   /s/ Vincent G. Bell, Jr.
                                          --------------------------------------
                                          Vincent G. Bell, Jr.
                                          Acting Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS HARRY WALLAESA AND N. JEFFREY KLAUDER, AND EACH OF THEM
ACTING ALONE, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND
STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS)TO THIS
REGISTRATION STATEMENT WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH.

<TABLE>
<S>                                 <C>
Dated:  July 11, 2001                /s/ Vincent G. Bell, Jr.
                                    ----------------------------------------------------
                                    Vincent G. Bell, Jr., Acting Chief Executive
                                    Officer (Principal Executive Officer)

Dated:  July 11, 2001                /s/ Gerald A. Blitstein
                                    ----------------------------------------------------
                                    Gerald A. Blitstein, Executive Vice President and
                                    Chief Financial Officer (Principal Financial and
                                    Accounting Officer)

Dated:  July 9, 2001                 /s/ Warren V. Musser
                                    ----------------------------------------------------
                                    Warren V. Musser, Chairman of the Board

Dated:  July 11, 2001                /s/ Walter W. Buckley, III
                                    ----------------------------------------------------
                                    Walter W. Buckley, III, Director

Dated:  July 9, 2001                 /s/ Michael J. Emmi
                                    ----------------------------------------------------
                                    Michael J. Emmi, Director

Dated:  July 12, 2001                /s/ Robert A. Fox
                                    ----------------------------------------------------
                                    Robert A. Fox, Director
</TABLE>
<PAGE>   9
<TABLE>
<S>                                 <C>
Dated:  July 2, 2001                /s/ Robert E. Keith, Jr.
                                    ----------------------------------------------------
                                    Robert E. Keith, Jr., Vice Chairman of the
                                    Board

Dated:  July 2, 2001                 /s/ Jack L. Messman
                                    ----------------------------------------------------
                                    Jack L. Messman, Director

Dated:  July 6, 2001                 /s/ Russell E. Palmer
                                    ----------------------------------------------------
                                    Russell E. Palmer, Director

Dated:  July ___, 2001
                                    ----------------------------------------------------
                                    John W. Poduska Sr., Director

Dated:  July 12, 2001                /s/ Heinz Schimmelbusch
                                    ----------------------------------------------------
                                    Heinz Schimmelbusch, Director

Dated:  June 28, 2001                /s/ Hubert J. P. Schoemaker
                                    ----------------------------------------------------
                                    Hubert J. P. Schoemaker, Director

Dated:  June 29, 2001                /s/ Harry Wallaesa
                                    ----------------------------------------------------
                                    Harry Wallaesa, Director

Dated:  July 6, 2001                 /s/ Carl J. Yankowski
                                    ----------------------------------------------------
                                    Carl J. Yankowski, Director
</TABLE>
<PAGE>   10
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number      Description of Exhibit
-------     ----------------------
<S>         <C>
4.1         2001 Associates Equity Compensation Plan

4.2         Rights Agreement dated as of February 28, 2000, between Safeguard
            Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
            Agent (incorporated herein by reference to Exhibit 4 to the Registrant's
            Current Report on Form 8-K filed on February 29, 2000)

5.1         Opinion of N. Jeffrey Klauder, Esquire

23.1        Consent of KPMG LLP

23.2        Consent of Counsel (included in opinion filed as Exhibit 5 hereto)

24.1        Power of Attorney (included with signature page of this Registration
            Statement)
</TABLE>
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{"company-data": {"conformed-name": "SAFEGUARD SCIENTIFICS INC ET AL", "cik": "0000086115", "assigned-sic": "7389", "irs-number": "231609753", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65092", "film-number": "1680851"}, "business-address": {"street1": "435 DEVON PARK DR", "street2": "800 THE SAFEGUARD BLDG", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6102930600"}, "former-company": [{"former-conformed-name": "SAFEGUARD INDUSTRIES INC", "date-changed": "19810525"}, {"former-conformed-name": "SAFEGUARD CORP", "date-changed": "19690521"}]}
1
As filed with the Securities and Exchange Commission on July 13, 2001

                                         Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SAFEGUARD SCIENTIFICS, INC.
             (Exact name of registrant as specified in its charter)
Pennsylvania                                                   23-1609753
(State of Incorporation)                               (I.R.S. Employer Identification No.)
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945
          (Address of principal executive offices, including zip code)

                    2001 Associates Equity Compensation Plan
                            (Full title of the plan)

                            N. Jeffrey Klauder, Esq.
                800 The Safeguard Building, 435 Devon Park Drive
                              Wayne, PA 19087-1945
                     (Name and Address of Agent for Service)

                                 (610) 293-0600
                     (Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                               Amount to      Maximum       Maximum        Amount of
                               Be             Offering     Aggregate      Registration
Title of securities to be      Registered(1)  Price Per      Offering         Fee(2)
registered                                    Share(2)      Price(2)
Common Stock, $.10 per share,
together with related rights
to purchase Series A Junior
Participating Preferred Stock  1,161,750          (2)    $  5,997,651
                                  38,250       $4.43     $    169,448
                                  ------                 ------------
Total                          1,200,000                 $  6,167,099      $  1,542
2
(1)     Pursuant to Rule 416 under the Securities Act of 1933, this Registration
        Statement also registers such additional shares as may hereinafter be
        offered or issued to prevent dilution resulting from stock splits, stock
        dividends, recapitalizations or certain other capital adjustments.
(2)     Estimated pursuant to Rule 457(c) and 457(h) under the Securities Act of
        1933 solely for purposes of calculating the registration fee. The fee is
        computed based upon the per share exercise price at which grants may be
        exercised as to 1,161,750 outstanding grants (994,000 at $4.785; 4,250
        at $5.525; 20,000 at $5.79; and 143,500 at $7.68) or, as to the
        remaining 38,250 shares that are reserved for future issuance, based
        upon $4.43, the average of the high and low prices for a share of Common
        Stock of the Registrant on July 10, 2001, as reported on the New York
        Stock Exchange.
3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I of Form S-8 is included in documents to
be given to the recipient of the securities registered hereby in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, as filed by Safeguard Scientifics, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement:

      1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000.

      2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

      3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed by the Registrant to
register such securities under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

      4. The description of the Preferred Share Purchase Rights that are deemed
to be attached to each share of the Registrant's Common Stock (until the
occurrence of certain events) contained in the Registrant's Registration
Statement on Form 8-A filed under the Exchange Act on March 2, 2000 (File No.
001-05620), including any amendment or report filed for the purpose of updating
such description.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
but prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of each
such document.

      Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
4
Item 4.     DESCRIPTION OF SECURITIES.

      Not Applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon for the Registrant by N. Jeffrey Klauder, Esquire, 800 The
Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Klauder is
Executive Vice President and General Counsel of Safeguard Scientifics, Inc. and
beneficially owns 7,500 shares of the Registrant and holds options to purchase
up to 425,000 shares of Registrant, of which 37,500 options are currently
exercisable.

Item 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "PBCL") provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

      Section 1713 of the PBCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.

      Section 1746 of the PBCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

      The Registrant's Articles of Incorporation provide that a director or
officer of the Registrant shall not be personally liable for monetary damages as
such (including, without limitation, any judgment, amount paid in settlement,
penalty, punitive damages or expense of any nature (including, without
limitation, attorneys' fees and disbursements)) for any action taken, or
5
any failure to take any action, unless the director or officer has breached or
failed to perform the duties of his or her office under the Articles or the
bylaws of the Registrant or applicable provisions of law and the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness
provided that such limitation on monetary damages does not relieve a director or
officer of liability for the payment of any taxes pursuant to local, state or
federal law, or liability or responsibility pursuant to any criminal statute.

      Section 6 of Article II of the Registrant's bylaws also limits the
monetary liability of directors for any action taken, or any failure to take any
action, unless the director has breached or failed to perform the duties of his
or her office. The limitation on monetary liability does not extend to breaches
of duty constituting self-dealing, willful misconduct or recklessness and does
not relieve a director of liability for the payment of any taxes pursuant to
local, state or federal law, or liability or responsibility pursuant to any
criminal statute.

      Article VIII of the bylaws provides, except as expressly prohibited by
law, an unconditional right to indemnification for expenses and any liability
paid or incurred by any director or officer of the Registrant, or any other
person designated by the Board of Directors as an indemnified representative, in
connection with any proceeding in which the indemnified representative may be
involved as a party or otherwise, by reason of the fact that such person is or
was serving in an indemnified capacity, including without limitation liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products liability, except where such indemnification is
expressly prohibited by applicable law or where the conduct of the indemnified
representative has been determined to constitute willful misconduct,
recklessness or self-dealing sufficient in the circumstances to bar
indemnification against liabilities arising from the conduct.

      The Registrant has a directors' and officers' liability insurance policy
that affords directors and officers with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      None.

Item 8.     EXHIBITS.

      The following exhibits are filed as part of this Registration Statement.

4.1   2001 Associates Equity Compensation Plan

4.2   Rights Agreement dated as of February 28, 2000, between Safeguard
      Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
      Agent (incorporated herein by reference to Exhibit 4 to the Registrant's
      Current Report on Form 8-K filed on February 29, 2000)
6
5.1   Opinion of N. Jeffrey Klauder, Esquire

23.1  Consent of KPMG LLP

23.2  Consent of Counsel (included in opinion filed as Exhibit 5 hereto)

24.1  Power of Attorney (included with signature page of this Registration
      Statement)

Item 9.     UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where
7
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
8
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania on July 11, 2001.

                                    SAFEGUARD SCIENTIFICS, INC.

                                    By:   /s/ Vincent G. Bell, Jr.
                                          --------------------------------------
                                          Vincent G. Bell, Jr.
                                          Acting Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES,
CONSTITUTES AND APPOINTS HARRY WALLAESA AND N. JEFFREY KLAUDER, AND EACH OF THEM
ACTING ALONE, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND
STEAD TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS)TO THIS
REGISTRATION STATEMENT WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN
CONNECTION THEREWITH.
Dated:  July 11, 2001                /s/ Vincent G. Bell, Jr.
                                    ----------------------------------------------------
                                    Vincent G. Bell, Jr., Acting Chief Executive
                                    Officer (Principal Executive Officer)

Dated:  July 11, 2001                /s/ Gerald A. Blitstein
                                    ----------------------------------------------------
                                    Gerald A. Blitstein, Executive Vice President and
                                    Chief Financial Officer (Principal Financial and
                                    Accounting Officer)

Dated:  July 9, 2001                 /s/ Warren V. Musser
                                    ----------------------------------------------------
                                    Warren V. Musser, Chairman of the Board

Dated:  July 11, 2001                /s/ Walter W. Buckley, III
                                    ----------------------------------------------------
                                    Walter W. Buckley, III, Director

Dated:  July 9, 2001                 /s/ Michael J. Emmi
                                    ----------------------------------------------------
                                    Michael J. Emmi, Director

Dated:  July 12, 2001                /s/ Robert A. Fox
                                    ----------------------------------------------------
                                    Robert A. Fox, Director
9
Dated:  July 2, 2001                /s/ Robert E. Keith, Jr.
                                    ----------------------------------------------------
                                    Robert E. Keith, Jr., Vice Chairman of the
                                    Board

Dated:  July 2, 2001                 /s/ Jack L. Messman
                                    ----------------------------------------------------
                                    Jack L. Messman, Director

Dated:  July 6, 2001                 /s/ Russell E. Palmer
                                    ----------------------------------------------------
                                    Russell E. Palmer, Director

Dated:  July ___, 2001
                                    ----------------------------------------------------
                                    John W. Poduska Sr., Director

Dated:  July 12, 2001                /s/ Heinz Schimmelbusch
                                    ----------------------------------------------------
                                    Heinz Schimmelbusch, Director

Dated:  June 28, 2001                /s/ Hubert J. P. Schoemaker
                                    ----------------------------------------------------
                                    Hubert J. P. Schoemaker, Director

Dated:  June 29, 2001                /s/ Harry Wallaesa
                                    ----------------------------------------------------
                                    Harry Wallaesa, Director

Dated:  July 6, 2001                 /s/ Carl J. Yankowski
                                    ----------------------------------------------------
                                    Carl J. Yankowski, Director
10
                                  EXHIBIT INDEX
Exhibit
Number      Description of Exhibit
-------     ----------------------
4.1         2001 Associates Equity Compensation Plan

4.2         Rights Agreement dated as of February 28, 2000, between Safeguard
            Scientifics, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
            Agent (incorporated herein by reference to Exhibit 4 to the Registrant's
            Current Report on Form 8-K filed on February 29, 2000)

5.1         Opinion of N. Jeffrey Klauder, Esquire

23.1        Consent of KPMG LLP

23.2        Consent of Counsel (included in opinion filed as Exhibit 5 hereto)

24.1        Power of Attorney (included with signature page of this Registration
            Statement)