-----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, BzzI0Y2Ete8W0skAB+GenAwrkNjwU7orR9Ht2zNTFyoRawZZXECUOQMyhSG+u3X+ OxNUALkafdqsMxGPncK5sw== 0001047469-99-000812.txt : 19990113 0001047469-99-000812.hdr.sgml : 19990113 ACCESSION NUMBER: 0001047469-99-000812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981218 ITEM INFORMATION: FILED AS OF DATE: 19990112 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11108 FILM NUMBER: 99504681 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 8-K 1 8-K As filed with the Securities and Exchange Commission on January 11, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 18, 1998 PC QUOTE, INC. (Exact name of registrant as specified in its charter) Delaware 0-13093 36-3131704 (State or other jurisdiction of (Commission Filel Number) (I.R.S Employer incorporation or organization) Identification No.) 300 South Wacker Drive, Suite 300, Chicago, Illinois 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 913-2800 ITEM 5. OTHER EVENTS A) DEBT TO EQUITY CONVERSION On December 17, 1998, the stockholders of PC Quote approved an agreement to convert $6.7 million of PC Quote debt owned by PICO Holdings, Inc. and its affiliate, Physicians Insurance Company of Ohio, into convertible preferred stock and a warrant to purchase common stock. On December 18, 1998, PC Quote completed the conversion of the $6.7 million debt, and issued: (a) 19,075 shares of its Series A preferred stock, convertible into a minimum of 1,907,500 shares of common stock, to Physicians Insurance Company of Ohio; (b) 28,791 shares of its Series B preferred stock, convertible into a minimum of 2,879,100 shares of common stock, to PICO Holdings, Inc.; and (c) a warrant expiring April 30, 2005 to purchase up to 3,106,163 shares of common stock at $1.575 per share (subject to anti-dilution adjustment), to PICO Holdings, Inc. In addition, PC Quote extended the expiration date of warrants to purchase 949,032 shares of common stock previously acquired by PICO Holdings, Inc. to April 30, 2005. Prior to the conversion of such $6.7 million debt, PICO Holdings, Inc. and Physicians Insurance Company of Ohio beneficially owned an aggregate of approximately 30.9% of PC Quote's then outstanding common stock. After the completion of the transactions described in this current report, PICO Holdings, Inc. and Physicians Insurance Company of Ohio beneficially own an aggregate of approximately 48.8% of PC Quote's presently outstanding common stock. B) PRIVATE PLACEMENT OF COMMON STOCK On December 30, 1998, PC Quote issued to three investors in a private placement for $1.0 million in cash: (a) 640,000 shares of common stock at $1.5625 per share; and (b) warrants expiring December 30, 2001 to purchase up to 320,000 shares of common stock at $1.875 per share (subject to anti-dilution adjustment). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, PC Quote has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PC QUOTE, INC. Date: January 11, 1999 By: /s/ JOHN E. JUSKA ------------------------------- John E. Juska, Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----