-----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, E0OrTIIf8BU3f33HI3uXznC0N6YHvZXo5bnpB4IGg4KTxMO6YtbGN5hv55WIEV1f w4nrUt45QVmanFKE/I4ECg== 0001047469-98-017395.txt : 19980504 0001047469-98-017395.hdr.sgml : 19980504 ACCESSION NUMBER: 0001047469-98-017395 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11108 FILM NUMBER: 98606734 BUSINESS ADDRESS: STREET 1: 300 S WACKER DR STREET 2: STE 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 10-K/A 1 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 0-13093 PC QUOTE, INC. Incorporated in the State of Delaware FEIN 36-3131704 Principal Executive Offices: 300 South Wacker Drive, #300, Chicago, Illinois 60606 Telephone Number: (312) 913-2800 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.001 par Value Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] PC QUOTE, INC. STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 Net Revenues: Services $ 17,119,372 $17,032,164 $11,417,388 Services-related party - - 1,974,594 ------------ ----------- ----------- 17,119,372 17,032,164 13,391,982 Direct cost of services 15,107,724 11,123,520 5,691,951 ------------ ----------- ----------- 2,011,648 5,908,644 7 ,700,031 ------------ ----------- ----------- Operating costs and expenses: Amortization of software development costs 1,909,652 1,244,522 929,231 Research and development 873,579 706,618 558,671 Selling and marketing 3,593,696 3,078,384 2,267,798 General and administrative 3,408,770 3,836,950 2,384,336 Restructuring 1,146,677 - - ------------ ----------- ----------- 10,932,374 8,866,474 6,140,036 ------------ ----------- ----------- OPERATING INCOME (LOSS) (8,920,726) (2,957,830) 1,559,995 ------------ ----------- ----------- Financial income (expenses): Interest income 37,873 9,743 22,037 Interest expense (2,252,801) (143,618) (205,435) ------------ ----------- ----------- (2,214,928) (133,875) (183,398) ------------ ----------- ----------- INCOME (LOSS) BEFORE INCOME TAXES (11,135,654) (3,091,705) 1,376,597 Income taxes (credits) 5,762 164,264 (135,642) ------------ ----------- ----------- NET INCOME (LOSS) ($11,141,416) ($3,255,969) $ 1,512,239 ------------ ----------- ----------- ------------ ----------- ----------- Basic net income (loss) per share ($1.33) ($0.45) $ 0.21 Diluted net income (loss) per share ($1.33) ($0.45) $ 0.21
See Notes to Financial Statements. F-5 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT During the year ended December 31, 1997, Paul DiBiasio, resigned his position in April. In July 1997, the Board of Directors elected Jim Porter, the Company's newly appointed Chief Executive Officer, John Hart and Timothy K. Krauskopf as directors to fill Board vacancies. The Board of Directors elected William C. Floresch as a director on October 17, 1997; he subsequently resigned effective March 12, 1998. On July 17, 1997, the Board of Directors voted to expand the Board of Directors to a range of between two (2) and seven (7) members. All such directors were elected by the holders of shares of Common Stock. Name, Age, and Principal Occupation Director Since - ----------------------------------- -------------- Louis J. Morgan, 61 1980 Chairman of the Board of the Company from May 1984 until October 1997 when he resigned as Chairman. Mr. Morgan still remains as director. Mr. Morgan served as President of the Company from August 1980 to May 1984. Since August 1980 he has also served as Treasurer of the Company. From 1962-1972, Mr. Morgan was employed as a securities broker and sales manager of a regional NewYork Stock Exchange member brokerage firm. He was a member of the Chicago Board Options Exchange, Inc. from 1973 to 1986 and served on the Systems Committee of the Chicago Board Options Exchange, Inc. from 1980 through 1983. Jim R. Porter, 57 1997 Chief Executive Officer of the Company since July 1997 and elected Chairman of the Board in October of 1997. President and Chief Executive Officer of New Century Investment Research & Management, Inc. since 1993. Associate of Chicago Research & Trading, Inc., a commodity trading firm, from 1990 to 1993. From 1979 to May 1990, a Principal and Chief Executive Officer of First Options of Chicago, Inc., a securities, futures and options clearing firm, and a Partner of Spear Leeds & Kellogg, a specialist firm on the New York Stock Exchange. Mr. Porter has been in the securities and futures business since 1969 and has been a member of principal exchanges such as the Chicago Board of Trade, the Chicago Mercantile Exchange and the Chicago Board Options Exchange. Ronald Langley, 53 1995 Chairman and director of publicly held PICO Holdings, Inc., since November 1996. Chairman since 1995, and Director since 1993, of Physicians Insurance Company of Ohio, an insurance company. Chairman of Summit Global Management, Inc., a subsidiary of PICO Holdings, Inc., which acts as a registered investment adviser, since 1995. Chairman and director of Global Equity Corporation, an international investment company, since 1995. Since 1994 Mr. Langley served as Chairman of the Centurion Trust Company, a bank specializing in custodian services. Member of the Board of Trustees of United States International University since 1990, Chairman of the Budget and Finance Committee and Vice-chairman since 1997. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT, CONTINUED John R. Hart, 38 1997 Director, President and Chief Executive Officer of publicly held PICO Holdings, Inc. since November 1996. President and Chief Executive Officer of Physicians Insurance Company of Ohio, an insurance company, since 1995, and director since 1993. President and Chief Executive Officer of Global Equity Corporation, an international investment company, since 1995. President of Quaker Holdings Limited, an investment company, since 1991. Principal in Detwiler, Ryan & Company, Inc., an investment bank, from 1982 to 1991. Timothy K. Krauskopf, 34 1997 Head of Information Services at the Field Museum of Natural History since 1997. Co-Founder in 1990, Director since 1993, Vice President of Research and Development and Chief Technology Officer of publicly held Spyglass, Inc., a software firm, from 1990 to 1997. Mr. Krauskopf has also served as a Trustee of Northwestern University. John Juska, 42 Chief Financial Officer of the Company since July 1997. Mr. Juska served as Vice President and Chief Financial Officer for the Chicago Mercantile Exchange from 1994 to July 1997. Between 1986 and 1994, Mr. Juska served in various other positions for the Chicago Mercantile Exchange, including Controller and Vice President of Finance. Mr. Juska also previously served as Treasurer of CME Depository Trust Company and GFX Corporation, both wholly-owned subsidiaries of the Chicago Mercantile Exchange, and as a trustee of the CME Pension Trust. The Company's Board of Directors has established an Audit Committee, a Compensation Committee and an Incentive Stock Committee. Each of those committees is comprised of all non-employee directors of the Company. Mr. Langley and Tim Krauskopf serve on each. None of such committee members are eligible to receive options under the Company's Option Plans. During the year ended December 31, 1997, the Board of Directors held 10 meetings. Each of the directors attended, in person or by telephone, at least 75% of the total number of meetings of the Board of Directors and committees thereof held during the period for which each individual was a director. ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE OFFICERS
Name Position Age - ------------------------------------------------------------------ Jim R. Porter Chairman/Chief Executive Officer 57 John E. Juska Chief Financial Officer 42
EXECUTIVE COMPENSATION The following table summarizes the compensation for the past three years of (a) the Company's Chairman, Chief Executive Officer and Chief Financial Officer, (b) the Company's former President and Chief Operating Officer (who was employed by the Company from June 1996 to July 1997), (c) the Company's former Vice President, Finance and Chief Financial Officer (who was employed by the Company from July 1996 to July 1997). ITEM 11. EXECUTIVE COMPENSATION, CONTINUED SUMMARY COMPENSATION TABLE
Annual Compensation Awards ------------------- ------ Shares Underlying All Other Name and Principal Position Year Salary Bonus Options Compensation(1) - ------------------------------------------------------------------------------------------------------------------------ Jim Porter 1997 (2) -- 299,603 -- Chairman and Chief Executive Officer 1996 -- -- -- -- 1995 -- -- -- -- John Juska (3) 1997 $ 38,820 -- 10,000 -- Chief Financial Officer 1996 -- -- -- -- 1995 -- -- -- -- Louis J. Morgan .......................... 1997 $231,090 -- -- $ 15,813 Chairman of the Board, Chief Executive 1996 $251,562 $ 21,875 -- $ 13,752 Officer and Treasurer 1995 $241,896 -- 30,000 $ 13,419 Howard Meltzer (4) ....................... 1997 $220,606 -- -- -- President and Chief Operating Officer 1996 $106,571 $ 27,500 75,000 -- 1995 -- -- -- -- Michael Press (5) ........................ 1997 $148,238 -- -- -- Vice President, Finance, Chief Financial 1996 $ 57,232 $ 5,450 25,000 -- Officer 1995 -- -- -- --
(1) Represents the insurance premiums paid by the Company on life insurance policies on which the named person's spouse is the beneficiary. (2) Payment of Mr. Porter's minimum annual salary of $98,000 was deferred into 1998 pursuant to a deferred compensation agreement. (3) Mr. Juska was employed by the Company in July of 1997. Represents amounts paid by the Company from July 1997 through December 1997. (4) Mr. Meltzer was employed by the Company from July 1996 through July 1997. Represents amounts paid to Mr. Meltzer for all of 1997 and from June 1996 through December 1996. (5) Mr. Press was employed by the Company from July 1996 through July 1997. Represents amounts paid to Mr. Press for all of 1997 and from July 1996 through December 1996. ITEM 11. EXECUTIVE COMPENSATION, CONTINUED The following table shows the total number of Options granted to each of the named persons during 1997 (both as the number of shares of Common Stock subject to such Options and as a percentage of all Options granted to employees during 1997) and, for each of these grants, the exercise price per share of Common Stock and option expiration date. On January 31, 1997 Mr. Meltzer was granted 75,000 Options, or 26.4% of total options granted during 1997, at an exercise price per share of Common Stock of $2.50. Pursuant to Mr. Meltzer's severance agreement the Options became immediately exercisable with an expiration date of December 31, 1997. The Options expired and were cancelled on December 31, 1997. No SARs were granted in 1997. OPTION/SAR GRANTS IN 1997 FISCAL YEAR
Potential Realizable % of Total Value at Assumed Number of Securities Options Granted Annual Rates of Underlying Options to Employees in Exercise or Price Appreciation Name Granted (#) Fiscal Year Base Expiration for Option Granted Price($/Sh) Date 5%(1) 10%(1) - ---------------------------------------------------------------------------------------------------- Jim Porter 149,802 23.5% $1.375 06/13/07 $ 83,701 $246,272 Jim Porter 149,801 23.5% $2.000 06/13/07 $ 36,363 $152,644 John Juska 10,000 1.6% $1.500 08/20/02 $ 4,144 $ 9,158
(1) The dollar amounts under these columns are the result of calculations at the 5% appreciation and 10% appreciation rates for the full term of the options as required by the SEC. The dollar amounts presented are not intended to forecast possible future appreciation, if any, of the price of the Common Stock. The following table sets forth, for each of the named persons, the number of shares they acquired on exercise of Options in 1997, the aggregate dollar value realized upon exercise, the total number of shares of Common Stock underlying unexercised Options and the aggregate dollar value of unexercised, in-the-money Options, separately identifying the exercisable and unexercisable Options. No SARs were outstanding in 1997. AGGREGATED OPTION/SAR EXERCISES IN 1997 FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Shares Value of Underlying Unexercised In Unexercised -the-Money Options/SARs at Options/SARs at FY-End (#) FY-End ($)(1) Shares Acquired Value Realized ($) Exercisable/ Exercisable/ Name on Exercise(#) ------------------ Unexercisable Unexercisable - ---------------------------------------------------------------------------------------------- Louis J. Morgan 10,000 5,000 48,500/10,000 0/0
(1)These values represent the excess, if any, of the fair market value of the shares of Common Stock subject to Options on December 31, 1997 over the respective option prices. COMPENSATION OF DIRECTORS On May 13, 1994, the Company adopted a policy of paying its non-employee directors $4,000 per year and, in addition, $750 per meeting. Although non-employee directors were entitled to compensation during 1997, no such compensation was paid. ITEM 11. EXECUTIVE COMPENSATION, CONTINUED EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS. Effective as of December 2, 1996, the 1989 Employment Agreement between the Company and Mr. Morgan was replaced by a new Employment Agreement. Mr. Morgan's new agreement provided for his continued employment by the Company as Chairman of the Board of Directors at an annual salary of $251,000, an amount equal to his base compensation in 1996. The Agreement expired December 2, 1997 at which time Mr. Morgan was no longer entitled to compensation other than that as a non-employee director. Mr. Morgan resigned as Chairman on October 17, 1997. In June 1997, the Company and Mr. Porter entered into an Employment Agreement (the "Porter Agreement") which provided for (i) the employment of Mr. Porter as the Chief Executive Officer of the Company, (ii) an annual base salary for Mr. Porter of $98,000, subject to semi-annual review and adjustment by the Board of Directors, and (iii) the granting to Mr. Porter of an option to purchase shares of the Company's Common Stock up to a maximum amount of 5% of the outstanding shares of the Company's Common Stock (the "Maximum Amount"). Pursuant to the Porter Agreement, the Maximum Amount was to increase to 6.88% of the Company's outstanding shares upon the occurrence of certain events. Vesting of the shares up to the Maximum Amount was to occur according to certain quarterly installments scheduled in the Porter Agreement. The exercise price for the shares underlying the option granted was to be equal to the market price of the Company's Common Stock as of June 14, 1997 or, in certain circumstances, be $2.00 per share. The Porter Agreement also provided for accelerated vesting upon a change in control of the Company. In July 1997, the Company and Mr. Juska entered into an Employment Agreement (the "Juska Agreement") which provided for (i) the employment of Mr. Juska as the Chief Financial Officer of the Company, (ii) a minimum annual base salary for Mr. Juska of $80,000, and (iii) the granting to Mr. Juska of an option to purchase up to an aggregate of 10,000 shares of Common Stock at an exercise price of $1.50 per share. In July 1996, the Company and Mr. Meltzer entered into an Employment Agreement (the "July 1996 Agreement"). It provided for (i) the employment of Mr. Meltzer as President and Chief Operating Officer of the Company, (ii) a minimum annual base salary of $190,000 for the three years beginning July 16, 1996 unless Mr. Meltzer's employment was earlier terminated in accordance with the July 1996 Agreement, and (iii) the granting of certain stock options during its term. Further, the July 1996 Agreement provided that upon termination of Mr. Meltzer's employment under certain circumstances, Mr. Meltzer would be entitled to additional compensation in an amount equal to his annual base salary. The July 1996 Agreement also contained confidentiality and non-compete provisions. In July 1997 Mr. Meltzer ceased his employment with the Company and in lieu of the July 1996 Agreement, entered into a severance agreement which provides, among other things, that (i) Mr. Meltzer continue to receive semi-monthly through March 31, 1998 payments equal to those previously made on his minimum annual base salary of $190,000 as established in the July 1996 Agreement; (ii) Mr. Meltzer continue to be eligible to participate in certain of the Company's employee benefit plans for up to eighteen months, subject to earlier termination upon Mr. Meltzer's subsequent employment; (iii) certain options to purchase up to an aggregate of 125,000 shares of the Company's Common Stock which were granted Mr. Meltzer pursuant to Employees' Stock Option Plan Agreements between Mr. Meltzer and the Company dated July 16, 1997 and January 31, 1997 become immediately exercisable and expire on December 31, 1997; (iv) the Company pay up to $20,000 for outplacement services to be utilized by Mr. Meltzer; and (v) the Company and Mr. Meltzer agree to comply with certain covenants relating to confidentiality and mutual releases from liability and waivers of claims. In July 1996, Michael Press commenced his employment as Vice President, Finance, and Chief Financial Officer. On that date, Mr. Press entered into a letter agreement with the Company (the "July 1996 Letter Agreement") which provided that in the event his employment with the Company were to be terminated for any reason he would receive an amount equal to one year of his compensation. In July 1997, Mr. Press ceased his employment with the Company and in lieu of the July 1996 Letter Agreement, entered into a settlement agreement which provides, among other things, that (i) Mr. Press continue to receive semi-monthly through March 31, 1998 his base salary of $135,000 as established in the July 1996 Letter Agreement; (ii) Mr. Press continue to be eligible to participate in certain of the Company's employee benefit plans for up to twelve months, subject to earlier termination upon Mr. Press's subsequent employment; (iii) all options granted Mr. Press pursuant to his Employees' Stock Option Plan Agreement with the Company dated July 29, 1996 become immediately exercisable and expire July 30, 2001; and (iv) the Company and Mr. Press agree to comply with certain covenants relating to confidentiality and mutual releases from liability and waivers of claims. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of December 31, 1997 regarding the beneficial ownership of shares of the Common Stock of the Company by each director and by all current directors and executive officers as a group.
- ---------------------------------------------------------------------- Beneficial Ownership of Shares of Percent Name Common Stock of Class ---- ------------ -------- - ---------------------------------------------------------------------- Louis J. Morgan (1) 368,132 2.9% - ---------------------------------------------------------------------- Ronald Langley (2) 4,960,432 31.7% - ---------------------------------------------------------------------- John Hart (2) 4,960,432 31.7% - ---------------------------------------------------------------------- Jim R. Porter (3) 376,283 3.0% - ---------------------------------------------------------------------- All Directors and Officers as a Group (6 persons) (1) (2) (3) (4) 5,718,274 36.5% - ----------------------------------------------------------------------
(1) Does not include 217,800 shares of Common Stock held by Mr. Morgan's spouse, as to which shares Mr. Morgan disclaims any voting or investment power. Includes 48,500 shares of Common Stock which may be acquired upon exercise of exercisable options. (2) Mr. Langley, a Director of the Company since 1995, is a Director of PICO Holdings, Inc. ("Holdings"). Mr. Hart, a Director of the Company since July 1997, is President and Chief Executive Officer of Holdings. As such Mr. Langley and Mr. Hart each may be deemed to beneficially own the 4,960,432 shares of Common Stock of the Company beneficially owned by Holdings. This number of shares deemed beneficially owned includes 1,600,000 shares of Common Stock which are issuable to Physicians Insurance Company of Ohio, a wholly-owned subsidiary of Holdings, upon conversion of a Convertible Subordinated Debtenture and 1,269,032 shares of Common Stock upon exercise of Common Stock Purchase Warrants issued to Holdings in connection with various Company financings. Such shares are deemed outstanding for computing the percentage beneficially owned by Holdings, but are not deemed outstanding for computing the percentage beneficially owned by any other person. See "Principal Stockholders." Mr. Langley and Mr. Hart each disclaim beneficial ownership of these shares within the meaning of 13d-3 of the Securities and Exchange Act of 1934. (3) Includes 299,603 shares of Common Stock which may be acquired upon execrise of presently exercisable options. (4) Includes 358,103 shares of Common Stock which may be acquired upon exercise of presently exercisable options. PRINCIPAL STOCKHOLDERS The following table sets forth information as of March 31, 1998 regarding each person other than directors of the Company who were known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock. Each person named has sole voting and investment power with respect to the shares beneficially owned by such person.
Amount and Nature of Name and Address of Beneficial Owner Beneficial Ownership of Shares Percent of Class - ------------------------------------ ------------------------------ ----------------- Wexford Management LLC 2,511,051--Direct 19.3% 411 West Putnum Avenue Greenwich, Connecticut 06830
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On November 14, 1996, the Company entered into an agreement (the "Debenture Agreement") with Physicians Insurance Company of Ohio ("PICO"), a wholly owned subsidiary of PICO Holdings, Inc. ("Holdings"), which then owned approximately 30% of the Company's outstanding shares of Common Stock. Pursuant to the Debenture Agreement, PICO invested $2.5 million in the Company in exchange for the "Debenture" in the principal amount of $2.5 million with interest at 1% over prime. PICO made the investment and the Debenture was issued on December 2, 1996. On May 5, 1997, the Company and Holdings entered into a Loan and Security Agreement (the "Loan Agreement"), under which Holdings agreed to make a secured loan to the Company in an aggregate principal amount of up to $1.0 million at a fixed rate equal to 14% per annum. In connection with the Loan Agreement, the Company and PICO entered into a First Amendment to the Debenture and Debenture Agreement pursuant to which the terms of the Debenture were restructured. Also on May 5, 1997, in consideration of the loan by Holdings to the Company, the Company issued a Common Stock Purchase Warrant (the "Warrant") to Holdings entitling Holdings to purchase a minimum of 640,000 shares of the Company's Common Stock. The Warrant expires on April 30, 2000. In lieu of exercising the Warrant for cash, Holdings may elect to receive shares of the Company's Common Stock equal to the "value" of the Warrant determined in accordance with a formula specified in the Warrant. In August 1997, the Company and Holdings agreed to amend the Loan Agreement and related documents to increase the amount of the secured loan from Holdings to the Company from $1.0 million up to $2.0 million. In connection with the increase of the loan amount pursuant to such amendment, the Company granted Holdings an additional Common Stock Purchase Warrant for a minimum of 500,000 shares of the Company's Common Stock. On September 22, 1997 the Company and Holdings executed a second amendment to the Loan Agreement to further increase the amount of the secured loan from Holdings to the Company from $2.0 million to $2.25 million. The terms of the Loan Agreement otherwise remained substantially the same, except that the maturity date was extended to December 31, 1997. In consideration of the amendment to the Loan Agreement, the Company granted Holdings another Common Stock Purchase Warrant for up to 129,032 shares of Common Stock. On December 30, 1997 the Company and Holdings executed a third amendment to the Loan Agreement extending the maturity date of the loan to January 31, 1998. No further warrants were issued in connection with the third amendment to the loan agreement. PART IV ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K (a) 1. Financial Statements The financial statements of the Company filed herewith are included in Item 8 of this Report. 2. Financial Statement Schedules The financial statement schedule for the valuation and qualifying accounts is included in Item 8 of this report. (b) REPORTS ON FORM 8-K: No Reports on Form 8-K were filed by the Company during the fourth quarter of the period covered by this report. (c) EXHIBITS 3(a) Articles of Incorporation of Company, incorporated by reference to Appendix B of Company's Proxy Statement dated July 2, 1987. 3(b) By-laws of the Company, as amended and restated, incorporated by reference to Exhibit 3(b) to Company's Annual Report on Form 10-K for the year ended December 31, 1987. 3(c) Certificate of Amendment, dated as of October 22, 1997, to 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(a) Specimen Common Share Certificate of the Company, incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-18, Commission File No. 2-90939C. 4(b) $2,500,000 Convertible Subordinated Debenture due 2001 issued by the Company to Physicians Insurance Company of Ohio, Inc., incorporated by reference to Exhibit 4(b) to Company's Annual Report on Form 10-K for the year ended December 31, 1996. 4(c) Form of First Amendment to Convertible Subordinated Debenture and Debenture Agreement, incorporated by reference to Exhibit 10.2 of the Company's Report on Form 10-Q for the quarter ended June 30, 1997. 4(d) Form of Loan and Security Agreement dated as of May 5, 1997 between the Company and PICO Holdings, Inc., incorporated by reference to Exhibit 10.1 of the Company's Report on Form 10-Q for the quarter ended June 30, 1997. 4(e) Form of Promissory Note made by the Company to the order of PICO Holdings, Inc., incorporated by reference to Exhibit 10.4 of the Company's Report on Form 10-Q for the quarter ended June 30, 1997. 4(f) Form of Common Stock Purchase Warrant for 640,000 shares of the Company's Common Stock issued to PICO Holdings, Inc., incorporated by reference to Exhibit 10.3 of the Company's Report on Form 10-Q for the quarter ended June 30, 1997. 4(g) Form of First Amendment to Loan and Security Agreement dated as of August 8, 1997 between the Company and PICO Holdings, Inc., incorporated by reference to Exhibit 10.5 of the Company's Report on Form 10-Q for the quarter ended June 30, 1997. PART IV - ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED 4(h) Form of Common Stock Purchase Warrant for 500,000 shares of the Company's Common Stock issued to PICO Holdings, Inc., incorporated by reference to Exhibit 10.6 of the Company's Report on Form 10-Q for the quarter ended June 30, 1997. 4(i) Form of Second Amendment to Loan and Security Agreement dated as of September 22, 1997 between the Company and PICO Holdings, Inc., incorporated by reference to Exhibit 10.1 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(j) Form of Common Stock Purchase Warrant for 129,032 shares of the Company's Common Stock issued to PICO Holdings, Inc., incorporated by reference to Exhibit 4.1 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(k) Form of Stock And Warrant Purchase Agreement dated as of October 15, 1997 between the Company and Imprimis Investors LLC and Wexford Spectrum Investors LLC, incorporated by reference to Exhibit 10.2 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(l) Form of Common Stock Purchase Warrant for 350,000 shares of the Company's Common Stock issued to Imprimis Investors LLC, incorporated by reference to Exhibit 4.2 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(m) Form of Common Stock Purchase Warrant for 150,000 shares of the Company's Common Stock issued to Wexford Spectrum Investors LLC, incorporated by reference to Exhibit 4.3 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(n) Form of Common Stock Purchase Warrant for 101,500 shares of the Company's Common Stock issued to Imprimis Investors LLC, incorporated by reference to Exhibit 4.4 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(o) Form of Common Stock Purchase Warrant for 43,500 shares of the Company's Common Stock issued to Wexford Spectrum Investors LLC, incorporated by reference to Exhibit 4.5 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(p) Form of Common Stock Purchase Warrant for 38,500 shares of the Company's Common Stock issued to Imprimis Investors LLC, incorporated by reference to Exhibit 4.6 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(q) Form of Common Stock Purchase Warrant for 16,500 shares of the Company's Common Stock issued to Wexford Spectrum Investors LLC, incorporated by reference to Exhibit 4.7 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(r) Form of Common Stock Purchase Warrant for 175,000 shares of the Company's Common Stock issued to Imprimis Investors LLC, incorporated by reference to Exhibit 4.8 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(s) Form of Common Stock Purchase Warrant for 75,000 shares of the Company's Common Stock issued to Wexford Spectrum Investors LLC, incorporated by reference to Exhibit 4.9 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(t) Form of Common Stock Purchase Warrant for 35,000 shares of the Company's Common Stock issued to Imprimis Investors LLC, incorporated by reference to Exhibit 4.10 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. PART IV - ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED 4(u) Form of Common Stock Purchase Warrant for 15,000 shares of the Company's Common Stock issued to Wexford Spectrum Investors LLC, incorporated by reference to Exhibit 4.11 of the Company's Report on Form 10-Q for the quarter ended September 30, 1997. 4(v) Form of Third Amendment to Loan and Security Agreement dated as of December 30, 1997 between the Company and PICO Holdings, Inc., located after the Financial Statements of this report. 4(w) Form of Fourth Amendment to Loan and Security Agreement dated as of February 5, 1998 between the Company and PICO Holdings, Inc., located after the Financial Statements of this report. 4(x) Form of Fifth Amendment to Loan and Security Agreement dated as of March 10, 1998 between the Company and PICO Holdings, Inc., located after the Financial Statements of this report. 10(a) Vendor Agreement with the Option Price Reporting Authority, incorporated by reference to Exhibit 10.4 of Company's Registration Statement on Form S-18, Commission File No. 2-90939C. 10(b) Vendor Agreement with the New York Stock Exchange, Inc., incorporated by reference to Exhibit 10.5 of Company's Registration Statement on Form S-18, Commission File No. 2-90939C. 10(c) Vendor Agreements with the National Association of Securities Dealers, Inc. incorporated by reference to Exhibit 10(d) of Company's Annual Report on Form 10-K for the year ended December 31, 1989. 10(d) Form of Employee Non-Disclosure Agreement, incorporated by reference to Exhibit 10.10 of Company's Registration Statement on Form S-18, Commission File No. 2-90939C. 10(e) Amended and Restated PC Quote, Inc. Employees' Combined Incentive and Non-Statutory Stock Option Plan, incorporated by reference to Appendix E to Company's Proxy Statement dated July 2, 1987 and Company's Proxy Statement dated September 15, 1997. 10(f) Lease regarding office space at 50 Broadway, New York City, dated January 31, 1987, as amended by First Amendatory Agreement dated May 18, 1987, by and between Company and 50 Broadway Joint Venture, incorporated by reference to Exhibit 10(y) to Company's Annual Report on Form 10-K for the year ended December 31, 1987. 10(g) Satellite Service Agreement dated June 12, 1991 between Company and Space Com Systems, Inc. incorporated by reference to Exhibit 10(r) to Company's Annual Report on Form 10-K for the year ended December 31, 1991. 10(h) Amendment to satellite service agreement dated September 6, 1991 between Company and SpaceCom Systems, Inc. incorporated by reference to Exhibit 10(s) to Company's Annual Report on Form 10-K for the year ended December 31, 1991. 10(i) Amendment to point-to-multipoint satellite network service agreement dated November 22, 1989 between Company and GTE SpaceNet Satellite Services Corporation incorporated by reference to Exhibit 10(v) to Company's Annual Report on Form 10-KSB for the year ended December 31, 1992. 10(j) Amendment to satellite service agreement dated October 4, 1993 between Company and SpaceCom Systems, Inc. incorporated by reference to Exhibit 10(z) to Company's Annual Report on Form 10-KSB for the year ended December 31, 1993. PART IV - ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED 10(k) Satellite Service Agreement dated September 15, 1994 between Company and SpaceCom Systems, Inc. incorporated by reference to Exhibit 11(a) to Company's Annual Report on Form 10-K for the year ended December 31, 1994. 10(l) Satellite Service Agreement dated October 15, 1993 between Company and SpaceCom Systems, Inc. incorporated by reference to Exhibit 11(b) to Company's Annual Report on Form 10-K for the year ended December 31, 1994. 10(m) Satellite Service Agreement dated June 1, 1993 between Company and SpaceCom Systems, Inc. incorporated by reference to Exhibit 11(b) to Company's Annual Report on Form 10-K for the year ended December 31, 1994. 10(n) Vendor Agreement with Global Information Systems Inc. incorporated by reference to Exhibit 11(d) of Company's Annual Report on Form 10-K for the year ended December 31, 1994. 10(o) Lease regarding office space at 300 South Wacker Drive, Chicago, Illinois dated June 1, 1994, by and between Company and Markborough 300 WJ Limited Partnership, incorporated by reference to Exhibit 11(e) to Company's Annual Report on Form 10-KSB for the year ended December 31, 1994. 10(p) Agreement dated November 14, 1996 between the Company and Physicians Insurance Company of Ohio, Inc., incorporated by reference to Exhibit 10(p) to Company's Annual Report on Form 10-K for the year ended December 31, 1996. 10(q) Employment agreement dated July 16, 1996 between the Company and Howard Meltzer, incorporated by reference to Exhibit 10(q) to Company's Annual Report on Form 10-K for the year ended December 31, 1996. 10(r) Employment agreement dated December 2, 1996 between the Company and Louis J. Morgan, incorporated by reference to Exhibit 10(r) to Company's Annual Report on Form 10-K for the year ended December 31, 1996. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PC QUOTE, INC. By: /s/ JIM R. PORTER --------------------------- Jim R. Porter, Chairman of the Board and Chief Executive Officer By: /s/ JOHN E. JUSKA --------------------------- John E. Juska, Chief Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ JIM R. PORTER - ---------------------------------- Jim R. Porter, Chairman of the Board and Chief Executive Officer April 30, 1998 /s/ JOHN R. HART - ---------------------------------- John R. Hart, Director April 30, 1998 - ---------------------------------- Timothy K. Krauskopf , Director April 30, 1998 /s/ RONALD LANGLEY - ---------------------------------- Ronald Langley, Director April 30, 1998 /s/ LOUIS J. MORGAN - ---------------------------------- Louis J. Morgan, Director April 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----