-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UK8+ajQ19htn5vCo9KBQeg26ABdxeOYvBOnGQEe/hGncwu5cDUN8++7SW8xkIr2J wreqlnDjG/oKOjz8uaIlrA== /in/edgar/work/0000912057-00-047929/0000912057-00-047929.txt : 20001110 0000912057-00-047929.hdr.sgml : 20001110 ACCESSION NUMBER: 0000912057-00-047929 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001109 EFFECTIVENESS DATE: 20001109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYPERFEED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000745774 STANDARD INDUSTRIAL CLASSIFICATION: [6200 ] IRS NUMBER: 363131704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49574 FILM NUMBER: 756246 BUSINESS ADDRESS: STREET 1: 300 S WACKER DR STREET 2: STE 300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129132848 MAIL ADDRESS: STREET 1: 300 SOUTH WACKER DR STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: PC QUOTE INC DATE OF NAME CHANGE: 19920703 S-8 1 a2025623zs-8.txt S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2000 REGISTRATION NO. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ HYPERFEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3131704 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 300 SOUTH WACKER DRIVE, SUITE 300 CHICAGO, ILLINOIS 60606 (312) 913-2800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 1999 COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN (Full title of the plan) JIM R. PORTER, CHIEF EXECUTIVE OFFICER HYPERFEED TECHNOLOGIES, INC. 300 SOUTH WACKER DRIVE, SUITE 300 CHICAGO, ILLINOIS 60606 (Name and address of agent for service) (312) 913-2800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock ($.001 Par Value) 1,000,000 $2.6719 $ 2,671,900 $705 ==================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of HyperFeed Technologies, Inc. common stock as reported on the Nasdaq National Market on November 6, 2000. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employment benefit plan described herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the "Act"), this registration statement on Form S-8 (this "Registration Statement") is filed for the purpose of registering additional securities of the same class as those registered under the following registration statement on Form S-8 which is currently effective: Registration No. 33-87801 filed with the Commission on September 24, 1999 (the "1999 Registration Statement"), relating to the 1999 Combined Incentive and Non-Statutory Stock Option Plan (the "1999 Plan") of HyperFeed Technologies, Inc., formerly PC Quote, Inc. (the "Company"). The contents of the 1999 Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by HyperFeed Technologies, Inc. (the "Company") with the Commission are incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1999; (b) all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Company's Annual Report described in (a) above; (c) the description of the Company's Common Stock contained in the Company's registration statement on Form S-2/A filed with the Commission on November 20, 1997, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein, or in a document all or part of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be 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 of this Registration Statement. ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Articles of Incorporation of the Company (incorporated by reference to Appendix B of the Company's Proxy Statement dated July 2, 1987). 4.2 Certificate of Amendment, dated as of October 22, 1997, to the Company's Certificate of Incorporation (incorporated by reference to Exhibit 4.12 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997). 4.3 Certificate of Amendment, dated as of December 18, 1998, to the Company's Certificate of Incorporation (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998). 4.4 Certificate of Amendment, dated as of June 18, 1999, to the Company's Certificate of Incorporation (incorporated by reference to the Company's Form 8-A filed with the Commission on September 17, 1999). 4.5 Bylaws of the Company, as amended and restated (incorporated by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1987). 4.6 1999 Combined Incentive and Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-8 filed with the Commission on September 24, 1999, No. 33-87801). 4.7 Amendment No. 1 to 1999 Combined Incentive and Non-Statutory Stock Option Plan. 5 Opinion of Wildman, Harrold, Allen & Dixon 23.1 Consent of KPMG LLP 23.2 Consent of Wildman, Harrold, Allen & Dixon (included in Exhibit 5) 24 Power of Attorney (included in the signature page of the Registration Statement)
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 the City of Chicago, State of Illinois, on November 6, 2000. HYPERFEED TECHNOLOGIES, INC. By /s/ JIM R. PORTER ----------------------------------- Jim R. Porter CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jim R. Porter and John E. Juska, or either of them, as his attorney-in-fact and agents, with full power of substitution for him and in his name, place and stead, in any and all capacities (including without limitation, as Director and/or principal Executive Officer, principal Financial Officer, principal Accounting Officer or any other officer of the Company), to sign and execute this Registration Statement on Form S-8 and any amendment or amendments, including post-effective amendments thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform any and all acts and things requisite and necessary to be done, and hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date By: /s/ JIM R. PORTER Chairman of the Board November 6, 2000 -------------------------- and Chief Executive Jim R. Porter Officer By: /s/ JOHN E. JUSKA Chief Financial Officer November 6, 2000 -------------------------- and Principal Accounting John E. Juska Officer By: /s/ JOHN L. BORLING Director November 6, 2000 -------------------------- John L. Borling By: /s/ JOHN R. HART Director November 6, 2000 -------------------------- John R. Hart By: /s/ CHARLES HENRY Director November 6, 2000 -------------------------- Charles Henry By: /s/ KENNETH J. SLEPICKA Director November 6, 2000 -------------------------- Kenneth J. Slepicka
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Articles of Incorporation of the Company (incorporated by reference to Appendix B of the Company's Proxy Statement dated July 2, 1987). 4.2 Certificate of Amendment, dated as of October 22, 1997, to the Company's Certificate of Incorporation (incorporated by reference to Exhibit 4.12 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997). 4.3 Certificate of Amendment, dated as of December 18, 1998, to the Company's Certificate of Incorporation (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998). 4.4 Certificate of Amendment, dated as of June 18, 1999, to the Company's Certificate of Incorporation (incorporated by reference to the Company's Form 8-A filed with the Commission on September 17, 1999). 4.5 Bylaws of the Company, as amended and restated (incorporated by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 1987). 4.6 1999 Combined Incentive and Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-8 filed with the Commission on September 24, 1999, No. 33-87801). 4.7 Amendment No. 1 to 1999 Combined Incentive and Non-Statutory Stock Option Plan. 5 Opinion of Wildman, Harrold, Allen & Dixon 23.1 Consent of KPMG LLP 23.2 Consent of Wildman, Harrold, Allen & Dixon (included in Exhibit 5) 24 Power of Attorney (included in the signature page of the Registration Statement)
EX-4.7 2 a2025623zex-4_7.txt EXHIBIT 4-7 EXHIBIT 4.7 AMENDMENT #1 TO 1999 COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN Pursuant to the duly authorized and executed resolutions of the Board of Directors of HyperFeed Technologies, Inc. (the "Company"), Section 3 of the Company's 1999 Combined Incentive and Non-Statutory Stock Option Plan is amended as follows: 3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is five million Shares. The Shares may be authorized but unissued, or reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by HyperFeed Technologies, Inc. at their original purchase price, such Shares shall become available for future grant under the Plan. HyperFeed Technologies, Inc. By: /s/ John Juska ------------------------ Its: Chief Financial Officer EX-5 3 a2025623zex-5.txt EXHIBIT 5 EXHIBIT 5 [Letterhead of Wildman, Harrold, Allen & Dixon] November 7, 2000 HyperFeed Technologies, Inc. 300 South Wacker Drive, Suite 300 Chicago, Illinois 60606 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to HyperFeed Technologies, Inc., a Delaware corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to 1,000,000 shares (the "Shares") of the Company's common stock, par value $.001 per share, which may be issued and sold pursuant to the Company's 1999 Combined Incentive and Non-Statutory Stock Option Plan (the "1999 Plan"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the 1999 Plan; (ii) the Registration Statement; (iii) the Certificate of Incorporation, as amended, of the Company; (iv) the By-laws of the Company; and (v) such other documents as we have deemed necessary and appropriate as a basis for the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. November 7, 2000 Page 2 Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, assuming full payment is made for the Shares, when issued pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable. Our opinions expressed above are limited to the laws of the State of Delaware. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Wildman, Harrold, Allen & Dixon EX-23.1 4 a2025623zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF KPMG LLP The Board of Directors HyperFeed Technologies, Inc.: We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated March 8, 2000, relating to the consolidated balance sheets of HyperFeed Technologies, Inc. and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, and the related consolidated financial statement schedule of valuation and qualifying accounts, which reports appear in the December 31, 1999, annual report on Form 10-K of HyperFeed Technologies, Inc. /s/ KPMG LLP Chicago, Illinois November 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----