Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on May 26, 2017

Registration No. 333-175845

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Safeguard Scientifics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania (State or Other Jurisdiction of Incorporation or Organization)	23-1609753 (I.R.S Employer Identification No.)
170 North Radnor-Chester Road, Suite 200 Radnor, PA 19087 (Address of Principal Executive Offices, including Zip Code)
Employment Inducement Awards Consisting of Non-Qualified Stock Options Granted to Philip Moyer  (Full Title of the Plan)
Brian J. Sisko Chief Operating Officer, Executive Vice President and Managing Director Safeguard Scientifics, Inc. 170 North Radnor-Chester Road, Suite 200 Radnor, PA 19087 [phone]
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨			Accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company)			Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to the Form S-8 Registration Statement (Registration No. 333-175845) is being filed to deregister 85,000 shares of Common Stock that were subject to stock options issued as employment inducement grants to Philip Moyer on June 30, 2011. These stock options have expired unexercised, and the shares have not been issued and are no longer subject to outstanding awards.

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 Radnor, PA on May 26, 2017.

SAFEGUARD SCIENTIFICS, INC.
By:		/s/ Stephen T. Zarrilli
		Stephen T. Zarrilli
		President and Chief Executive Officer

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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated on May 26, 2017.

Signature		Title
/s/ Stephen T. Zarrilli
Stephen T. Zarrilli		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Jeffrey B. McGroarty
Jeffrey B. McGroarty		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Julie A. Dobson
Julie A. Dobson		Director
/s/ Stephen Fisher
Stephen Fisher		Director
/s/ George MacKenzie
George MacKenzie		Director
/s/ John J. Roberts
John J. Roberts		Director
/s/ Robert J. Rosenthal
Robert J. Rosenthal		Chairman of the Board