0000912057-95-006060.txt : 19950809 0000912057-95-006060.hdr.sgml : 19950809 ACCESSION NUMBER: 0000912057-95-006060 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950808 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC QUOTE INC CENTRAL INDEX KEY: 0000745774 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 363131704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-61421 FILM NUMBER: 95559547 BUSINESS ADDRESS: STREET 1: 300 SOUTH WACKER DRIVE STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129132800 MAIL ADDRESS: STREET 1: 300 S WACKER STREET 2: SUITE 300 CITY: CHICAGO STATE: IL ZIP: 60606 S-3/A 1 PC QUOTE AMENDMENT NO. 1 TO S-3 As filed with the Securities and Exchange Commission on August 7, 1995 Registration No. 33-033-61421 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- AMENDMENT NO. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PC Quote, Inc. (Exact name of registrant as specified in 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) -------------------- With a copy to: Louis J. Morgan Wildman, Harrold, Allen & Dixon Chairman of the Board 225 West Wacker Drive,Suite 2800 and Chief Executive Officer Chicago, Illinois 60606-1229 300 South Wacker Drive, Suite 300 Attn: Donald E. Figliulo Chicago, Illinois 60606 (312) 201-2000 (312) 913-2800 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box [ ]. If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box [x]. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses to be borne by the Company in connection with the issuance and distribution of the securities being registered hereby. Securities and Exchange Commission registration fee................$ 863 Accounting Fees and Expenses....................................... 1,200 Legal Fees and Expenses............................................ 2,800 Printing and Miscellaneous Expenses................................ 2,000 ------ Total..........................................................$6,863 Item 15. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware provides generally and in pertinent part that a Delaware corporation may indemnify its directors and officers against expenses, judgments, fines and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors and officers against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith, in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made with respect to any claim, issue or matter as to which such person has been adjudged liable for negligence or misconduct unless the Court of Chancery or the court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and to purchase indemnity insurance on behalf of its directors and officers. 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on August 7, 1995. PC QUOTE, INC. By: /s/ Louis J. Morgan ----------------------------- Louis J. Morgan Attorney-in-fact By: /s/ Richard F. Chappetto* ------------------------------ Richard F. Chappetto Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on August 7, 1995. /s/ Louis J. Morgan Chairman of the Board, --------------------------- Chief Executive Louis J. Morgan Officer and Director (Principal Executive Officer) /s/ Richard F. Chappetto* Chief Financial Officer --------------------------- (Principal Financial and Richard F. Chappetto Accounting Officer) Director --------------------------- James M. Casty /s/ Paul DiBiasio* Director --------------------------- Paul DiBiasio /s/ M. Blair Hull* Director --------------------------- M. Blair Hull /s/ Alexander R. Piper, III* Director --------------------------- Alexander R. Piper, III *By: /s/ Louis J. Morgan ---------------------- Attorney-in-fact