-----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, Ho/WZB3HfCFs44jhGgDYpSWsUhBM+3ERG3zC+WF2Bgb4kjrtRCsvBFhLgHm8Akd7 zbh/7w03hkVAh956NwdTrw== 0001047469-98-018309.txt : 19980507 0001047469-98-018309.hdr.sgml : 19980507 ACCESSION NUMBER: 0001047469-98-018309 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980506 EFFECTIVENESS DATE: 19980506 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-8 SEC ACT: SEC FILE NUMBER: 333-51901 FILM NUMBER: 98611138 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 S-8 1 S-8 As filed with the Securities and Exchange Commission on May 6, 1998 Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PC QUOTE, 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 (Address of Principal Executive Offices, including Zip Code) Amended and Restated PC Quote, Inc. Employees' Combined Incentive and Non-Statutory Stock Option Plan and 1995 Employees' Stock Purchase Plan (Full title of the plans) Jim R. Porter Chief Executive Officer PC Quote, 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
- ---------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed Proposed maximum Amount of to be registered registered maximum aggregate registration fee offering price offering price(1) per share(1) Common Stock ($.001 par value) 1,500,000 $1.9365 $2,904,750 $857 - ----------------------------------------------------------------------------------------------------
(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, on the basis of the average of the high and low prices reported on the American Stock Exchange for PC Quote, Inc. Common Stock on May 1, 1998. 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 plans described herein. 2 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 statements on Form S-8 which are currently effective: (i) Registration No. 33-62983 filed with the Commission on September 27, 1995 (the "1995 Registration Statement"), relating to the 1995 Employees' Stock Purchase Plan (the "1995 Plan") of PC Quote, Inc. (the "Company"); and (ii) Registration No. 33-21108 filed with the Commission on April 7, 1988 (the "1988 Registration Statement"), relating to (a) the Employees' Incentive Stock Option Plan and (b) the Amended and Restated Employees' Combined Incentive and Non-Statutory Stock Option Plan (the "Combined Plan"). The contents of the 1995 Registration Statement and the 1988 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 of the Company which have been filed with the Commission are hereby incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1997; (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; and (c) the description of the Company's Common Stock contained in the Company's registration statement on Form S-2/A filed November 20, 1997, under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers 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 3 not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 8. EXHIBITS 4.1 Amended and Restated PC Quote, Inc. Employees' Combined Incentive and Non-Statutory Stock Option Plan, incorporated herein by reference to Appendix E to the Company's Proxy Statement dated July 2, 1987 and to the Company's Proxy Statement dated September 15, 1997 4.2 1995 Employees' Stock Purchase Plan, incorporated herein by reference to Exhibit 4(b) of the Company's Registration Statement on Form S-8 (No. 33-62983) 4.3 Amendment #1 to 1995 Employees' Stock Purchase Plan 5 Opinion of Wildman, Harrold, Allen & Dixon regarding legality 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of McGladrey & Pullen, LLP 23.3 Consent of Wildman, Harrold, Allen & Dixon (included in Exhibit 5) 24 Power of Attorney 4 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 May 1, 1998. PC QUOTE, INC. By /s/ JIM R. PORTER -------------------- Jim R. Porter CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 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 By: /s/ JIM R. PORTER Chairman of the Board and --------------------------- Chief Executive Officer Jim R. Porter By: /s/ JOHN E. JUSKA Chief Financial Officer --------------------------- John E. Juska By: /s/ LOUIS J. MORGAN Director --------------------------- Louis J. Morgan By: /s/ RONALD LANGLEY Director --------------------------- Ronald Langley By: /s/ JOHN R. HART Director --------------------------- John R. Hart By: /s/ TIMOTHY K. KRAUSKOPF Director --------------------------- Timothy K. Krauskopf 5 EXHIBIT INDEX Exhibit No. Description Page 4.1 Amended and Restated PC Quote, Inc. Employees' Combined Incentive and Non-Statutory Stock Option Plan, incorporated herein by reference to Appendix E to the Company's Proxy Statement dated July 2, 1987 and to the Company's Proxy Statement dated September 15, 1997........................................* 4.2 1995 Employees' Stock Purchase Plan, incorporated herein by reference to Exhibit 4(b) of the Company's Registration Statement on Form S-8 (No. 33-62983)......................* 4.3 Amendment #1 to 1995 Employees' Stock Purchase Plan....... 5 Opinion of Wildman, Harrold, Allen & Dixon ............... 23.1 Consent of KPMG Peat Marwick LLP ......................... 23.2 Consent of McGladrey & Pullen, LLP ....................... 23.3 Consent of Wildman, Harrold, Allen & Dixon (included in Exhibit 5) .................................. 24 Power of Attorney ........................................ 6 EX-4.3 2 AMEND #1 TO THE 1995 EMPLOYEES STOCK PURCHASE PLAN EXHIBIT 4.3 Amendment #1 to 1995 Employees' Stock Purchase Plan Pursuant to the duly authorized and executed resolutions of the Board of Directors of PC Quote, Inc. (the "Company"), dated July 17, 1997, Section 12 of the Company's 1995 Employees' Stock Purchase Plan is amended as follows: 12. STOCK. (a) The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 250,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in Section 19. If on a given Exercise Date the number of shares with respect to which Options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. (b) The Participant will have no interest or voting right in shares covered by his Option until such Option has been exercised and the applicable shares of Common Stock are issued to him or her. (c) Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse. PC Quote, Inc. By: John Juska ------------------------------- Its: Chief Financial Officer 7 EX-5 3 WILDMAN OPINION EXHIBIT 5 [Wildman, Harrold, Allen & Dixon Letterhead] PC Quote, 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 PC Quote, 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 1,500,000 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 Amended and Restated PC Quote, Inc. Employees' Combined Incentive and Non-Statutory Stock Option Plan (the "Combined Plan") or the Company's 1995 Employees' Stock Purchase Plan (the "1995 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 Combined Plan; (ii) the 1995 Plan; (iii) the Registration Statement; (iv) the Certificate of Incorporation, as amended, of the Company; (v) the By-laws of the Company; and (vi) 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) of such parties, 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. 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 Combined Plan or the 1995 Plan, the Shares will be validly issued, fully paid and non-assessable. 8 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. Dated: May 1, 1998 Very truly yours, /s/ Wildman, Harrold, Allen & Dixon 9 EX-23.1 4 KPMG CONSENT EXHIBIT 23.1 ACCOUNTANTS' CONSENT The Board of Directors and Stockholders PC Quote, Inc.: We consent to the use of our reports dated March 24, 1998, included in the PC Quote, Inc., 1997 Annual Report on Form 10-K, incorporated by reference herein, and to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Peat Marwick LLP Chicago, Illinois April 27, 1998 10 EX-23.2 5 MCGLADREY CONSENT EXHIBIT 23.2 [McGLADREY & PULLEN, LLP] CONSENT OF INDEPENDENT ACCOUNTANTS We consent to incorporation by reference in the Registration Statement on Form S-8 (Registration Nos. 33-62983 and 33-21108) of PC Quote, Inc. of our report dated March 7, 1997, which includes an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern, relating to the balance sheet of PC Quote, Inc. as of December 31, 1996, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 1996, which report appears in the December 31, 1996, Annual Report on Form 10-K of PC Quote, Inc. /s/ McGladrey & Pullen, LLP Schaumburg, Illinois April 27, 1998 11 EX-24 6 POA EXHIBIT 24 POWER OF ATTORNEY The undersigned directors and officers of PC QUOTE, INC. hereby constitute and appoint Donald E. Figliulo, their true and lawful attorney-in-fact and agent, for each of them and in their 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 a registration statement on Form S-8 and any amendment or amendments, including post-effective amendments thereto, for the registration under the Securities Act of 1933, as amended, of up to 1,500,000 shares of common stock of PC Quote, Inc. and does hereby grant unto said attorney-in-fact and agent 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. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 1st day of May, 1998. Signature By: /s/ JIM R. PORTER Chairman of the Board and ----------------------- Chief Executive Officer Jim R. Porter By: /s/ JOHN E. JUSKA Chief Financial Officer ----------------------- John E. Juska By: /s/ LOUIS J. MORGAN Director ----------------------- Louis J. Morgan By: /s/ RONALD LANGLEY Director ----------------------- Ronald Langley By: /s/ JOHN R. HART Director ----------------------- John R. Hart By: /s/ TIMOTHY K. KRAUSKOPF Director ----------------------- Timothy K. Krauskopf 12 -----END PRIVACY-ENHANCED MESSAGE-----