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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Verticalnet, Inc.

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(Name of Issuer)

Common Stock, $.01 par value

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(Title of Class of Securities)

92532L 20 6

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(Cusip Number)

December 31, 2003

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 

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13G
CUSIP No. 92532L 20 6
	1.	Name of Reporting Person: Safeguard Scientifics, Inc.			I.R.S. Identification Nos. of above persons (entities only): 23-1609753
	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 0
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
	11.	Percent of Class Represented by Amount in Row (9): 0.0%
	12.	Type of Reporting Person: CO

 

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13G
CUSIP No. 92532L 20 6
	1.	Name of Reporting Person: Safeguard Delaware, Inc.			I.R.S. Identification Nos. of above persons (entities only): 52-2081181
	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 0
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
	11.	Percent of Class Represented by Amount in Row (9): 0.0%
	12.	Type of Reporting Person: CO

 

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13G
CUSIP No. 92532L 20 6
	1.	Name of Reporting Person: Safeguard 2000 Capital, L.P.			I.R.S. Identification Nos. of above persons (entities only): 23-3026167
	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 0
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
	11.	Percent of Class Represented by Amount in Row (9): 0.0%
	12.	Type of Reporting Person: PN

 

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13G
CUSIP No. 92532L 20 6
	1.	Name of Reporting Person: Safeguard 2001 Capital, L.P.			I.R.S. Identification Nos. of above persons (entities only): 51-0406538
	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 0
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 0
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o
	11.	Percent of Class Represented by Amount in Row (9): 0.0%
	12.	Type of Reporting Person: PN

 

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Item 1 (a) Name of Issuer:

     Verticalnet, Inc.

Item 1 (b) Address of Issuer’s Principal Executive Offices:

     400 Chester Field Parkway Malvern, PA 19355

Item 2 (a) Name of Person Filing:

Item 2 (b) Address of Principal Business Office:

Item 2 (c) Citizenship:

Item 2 (d) Title of Class of Securities:

Common Stock, $.01 par value per share

Item 2 (e) CUSIP Number:

     92532L 20 6

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a :

 

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If this statement is filed pursuant to Rule 13d-1(c), check this box. [ x ]

Item 4 Ownership:

 

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Item 5 Ownership of Five Percent or Less of a Class:

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ X ]

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable

Item 8 Identification and Classification of Members of the Group:

Not applicable

Item 9 Notice of Dissolution of Group:

Not applicable

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

 

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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. In executing this statement, the undersigned agree, to the extent required by Rule 13d-1(k)(1)(iii), that this statement is being filed jointly on behalf on each of the Reporting Persons herein.