-----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, Vkx3nxSrffM+2hzgiHrwe14+/Kx+V0yVU7BiJSEgYQHpJjp8wpGuGB9DqsrQDN/8 +02w5D/HLheF4YZRGv6KWw== 0000950152-06-009153.txt : 20061109 0000950152-06-009153.hdr.sgml : 20061109 20061109171707 ACCESSION NUMBER: 0000950152-06-009153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYPERFEED TECHNOLOGIES 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11108 FILM NUMBER: 061203698 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 8-K 1 l23209ae8vk.htm HYPERFEED TECH. 8-K Hyperfeed Tech. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 9, 2006
HYPERFEED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   0-13093   36-3131704
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
300 S. Wacker Drive, Suite 300, Chicago, Illinois   60606
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code
(312) 913-2800
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

TABLE OF CONTENTS
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Exhibit 99.1

 


 

Section 8 Other Events
Item 8.01 Other Events
As reported in a Current Report on Form 8-K that was filed with the Commission on November 8, 2006, on November 7, 2006, HyperFeed Technologies, Inc. (“HyperFeed”) received a letter from Exegy Incorporated (“Exegy”) informing the Company that Exegy was terminating the Contribution Agreement among Exegy, HyperFeed and PICO Holdings, Inc. dated August 25, 2006.
HyperFeed disputes Exegy’s right to terminate the Contribution Agreement and plans to vigorously defend its rights thereunder through all available legal means. As reported in the November 8, 2006 8-K, HyperFeed was relying on the transactions contemplated by the Contribution Agreement to finance its current and future capital needs and operating costs. The Board of Directors of HyperFeed has determined that, as a result of Exegy’s actions to terminate the Contribution Agreement and the transactions contemplated thereby, existing and anticipated capital resources, including cash and cash equivalents, accounts receivable, assets related to discontinued operations, and financing from PICO Holdings, Inc., which is currently the Company’s only source of financing, will not be sufficient to fund its operations on a going concern basis. Accordingly, HyperFeed’s Board of Directors today approved a resolution authorizing the immediate filing of a voluntary petition for bankruptcy under Chapter 7, Title 11, United States Code. In connection with the planned Chapter 7 Bankruptcy filing, HyperFeed will cease all business activity and operations. Upon filing of the petition, the court will appoint a bankruptcy trustee who will be responsible for the wind-up of the business.
A copy of a press release dated November 9, 2006, announcing the Board’s decision with respect to the voluntary bankruptcy petition is attached as Exhibit 99.1 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Press Release dated November 9, 2006.

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
           
    HYPERFEED TECHNOLOGIES, INC.
 
       
 
       
Date: November 9, 2006
  By:   /s/ Paul Pluschkell
 
       
 
      Paul Pluschkell
Principal Executive Officer

 

EX-99.1 2 l23209aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
HyperFeed Technologies Board of Directors Approves Filing of Voluntary Bankruptcy Petition
CHICAGO, November 9, 2006 — The Board of Directors of HyperFeed Technologies, Inc. (OTCBB: HYPR) (“HyperFeed”), a company that provides Exchange Grade Technology enabling firms to gain direct access to a wide range of market data, data distribution and benchmarking tools, resolved today to file a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 7 of Title 11 of the United States Code (the “Bankruptcy Code”).
As previously reported on HyperFeed’s current report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2006, by letter dated November 7, 2006, Exegy Incorporated (“Exegy”) informed HyperFeed that it was terminating a Contribution Agreement among Exegy, HyperFeed and PICO Holdings, Inc. dated August 25, 2006. As reported in the November 8, 2006 8-K, HyperFeed disputes Exegy’s right to terminate the Contribution Agreement and plans to vigorously defend its rights thereunder through all available legal means. Also, as reported, HyperFeed was relying on the transactions contemplated by the Contribution Agreement to finance its current and future capital needs and operating costs. The Board of Directors of HyperFeed has determined that, as a result of Exegy’s actions to terminate the Contribution Agreement and transactions contemplated thereby, existing and anticipated capital resources, including cash and cash equivalents, accounts receivable, assets related to discontinued operations, and financing from PICO, which is currently the Company’s only source of financing, will not be sufficient to fund its operations on a going concern basis. In connection with the planned Chapter 7 Bankruptcy filing, HyperFeed will cease all business activity and operations. Upon filing of the petition, the court will appoint a bankruptcy trustee who will be responsible for the wind-up of the business.
About HyperFeed
HyperFeed brings Exchange Grade Technology from the data source to the desktop through its High Performance Center, a global, highly-distributed, fully-managed financial content distribution utility that is open to direct exchange feeds, consolidated feeds and third party market data providers — all delivered with ultra-low latency. HyperFeed’s products and services are designed to be open — open to all sources of data, open to customers who require technical access to customize code and applications, and open to the financial community to share and create new standards for trading technology. This inherent flexibility helps to reduce overall cost, and gives trading professionals, exchanges, and market data providers the power to create and deploy fast, flexible, and smart utilities to power their businesses and reach their customers.
Safe Harbor Disclosure
Forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “to,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve risk and uncertainties. Stockholders are subject to the risks and uncertainties described in HyperFeed’s filings with the U.S. Securities and Exchange Commission, including HyperFeed’s Annual Report on Form 10-K for the year ended December 31, 2005. In addition, stockholders and others are directed to www.sec.gov for a complete list of filed documents, including the Schedule 14C and Schedule 13E-3 each filed on June 14, 2006 with respect to HyperFeed’s reverse stock split.
CONTACT:     Paul Pluschkell           President and CEO            312-913-2800           ppluschkell@hyperfeed.com

 

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