are exercised, the funds required to pay the exercise price required to exercise the options, or any of them, would be paid from Fidelity’s available cash and working capital.

Item 4. Purpose of Transaction

     Pursuant to the Merger Agreement, as part of a single integrated plan, Merger Sub will merge with and into Sanchez, with Sanchez continuing as the surviving corporation (the “Surviving Corporation”) and immediately thereafter, the Surviving Corporation will merge with and into the Merger LLC, with the Merger LLC continuing as the surviving entity (the “Surviving Entity”) and a wholly owned subsidiary of FIS (such integrated plan, the “Merger”). Upon consummation of the Merger, the certificate of formation of the Merger LLC in effect immediately prior to the effective time of the Merger shall be the certificate of formation of the Surviving Entity and the limited liability company operating agreement of the Merger LLC in effect immediately prior to the effective time of the Merger shall be the limited liability company operating agreement of the Surviving Entity. Upon consummation of the Merger, the shares of Common Stock will be converted into the right to receive the Merger Consideration as described in the Merger Agreement.

     Simultaneously with, and as a condition to the willingness of, Fidelity, FIS, Merger Sub and the Merger LLC to enter into the Merger Agreement, Fidelity and FIS entered into Shareholder’s Agreements with each of Michael A. Sanchez, Frank R. Sanchez and Joseph F. Waterman (the “Insider Agreements”) and with Safeguard Scientifics, Inc. (the “Safeguard Agreement,” and together with the Insider Agreements, the “Shareholder’s Agreements”). Pursuant to the Shareholder’s Agreements, each of the Principal Shareholders granted an irrevocable proxy to certain officers of Fidelity to vote their shares of Common Stock in favor of adoption of the Merger Agreement and against any action or agreement that is contrary to the Merger Agreement.

     Pursuant to the Insider Agreements, each of the shareholders party thereto granted to Fidelity an option to purchase the shares of Common Stock with respect to which such shareholder has the power of disposition, at a purchase price of $6.50 per share, in the event the Merger Agreement is terminated pursuant to its terms.

     Pursuant to the Safeguard Agreement, Safeguard granted to Fidelity an option to purchase, at any time, the shares of Common Stock held by Safeguard, at a purchase price equal to (i) the greater of (A) $6.50 per share or (B) such higher amount that Fidelity may agree to pay to acquire shares of Company Common Stock pursuant to an amendment to the Merger Agreement or (ii) the value of the consideration being offered by a proposed purchaser in a Takeover Proposal (as defined in the Merger Agreement).

     Upon consummation of the Merger pursuant to the Merger Agreement, the Common Stock will be delisted from the Nasdaq National Market, and the Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

     The foregoing descriptions of the Merger Agreement, the Insider Agreements and the Safeguard Agreement are qualified in their entirety by reference to the full text of the Merger Agreement, the Insider Agreements and the Safeguard Agreement, copies of which are incorporated herein by reference and attached hereto as Exhibits 1, 2 and 3, respectively.

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Item 5. Interest in Securities of the Issuer

     Fidelity and FIS may be deemed to beneficially own 12,142,775 shares of Common Stock (including 717,678 shares of Common Stock underlying options exercisable within 60 days of January 27, 2004) as a result of the execution of the Shareholder’s Agreements and based on the representations of the shareholders party thereto. Pursuant to the Shareholder’s Agreements, the shareholders party thereto have agreed to give certain officers of Fidelity a proxy to vote their shares of Common Stock in favor of adoption of the Merger Agreement and against any action or agreement that is contrary to the Merger Agreement and have granted Fidelity or a designee of Fidelity (including FIS) an option to purchase their shares of Common Stock in certain circumstances. As a result, Fidelity and FIS may be deemed to have voting power and dispositive power with respect to the shares of Common Stock covered by the Shareholder’s Agreements.

     The aggregate number of shares of Common Stock that may be deemed to be beneficially owned by Fidelity and FIS constitutes approximately 43.8% of the outstanding shares of Common Stock (based on 26,986,341 shares of Common Stock outstanding as of January 26, 2004, as represented by Sanchez in the Merger Agreement, plus 717,678 shares of Common Stock underlying options subject to the Insider Agreements exercisable within 60 days of January 27, 2004 as represented by the shareholders party thereto).

     Fidelity and FIS each disclaim beneficial ownership of the shares of Common Stock covered by the Shareholder’s Agreements.

     Other than as set forth in this Item 5, there have been no transactions in the shares of Common Stock effected during the past 60 days by Fidelity or FIS, nor to the knowledge of Fidelity or FIS, as of the date hereof, by any person listed on Schedule I hereto.

     No other person is known by Fidelity or FIS to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock obtainable by Fidelity or FIS pursuant to the Shareholder’s Agreements.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The information set forth in Items 3, 4 and 5 of this Schedule 13D and the Exhibits to this Schedule 13D are hereby incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

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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.

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
FIDELITY NATIONAL FINANCIAL, INC.

     The names and present principal occupations of the directors and executive officers of Fidelity and FIS are set forth below. The business address of each director or executive officer is that of Fidelity. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Fidelity or FIS, as applicable. Each of the named individuals is a citizen of the United States.

Directors and officers of Fidelity:

Directors and officers of FIS: