-----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, OupV5tBVwU9goupmjcx6+26Dast1eh1RtmBJiSXkqyGP/+e8XACA04G1LVHWlf6z MkcsHso/sucSNUqLkkJmvg== 0001104659-04-028054.txt : 20040920 0001104659-04-028054.hdr.sgml : 20040920 20040920172838 ACCESSION NUMBER: 0001104659-04-028054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040914 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040920 DATE AS OF CHANGE: 20040920 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: 041038069 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 a04-10743_18k.htm 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

 

September 14, 2004

Date of report (Date of earliest event reported)

 

HYPERFEED TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Delaware

 

0-13093

 

36-3131704

(State of Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(IRS Employer
Identification)

 

300 South Wacker Drive, Suite 300, Chicago, Illinois 60606

(Address of principal executive offices, including zip code)

 

(312) 913-2800

(Registrant’s telephone number, including area code)

 

N/A

(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 CFR 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))

 

 


 

Section 3                           Securities and Trading Markets

 

Item 3.01                            Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 14, 2004, HyperFeed Technologies, Inc., a Delaware corporation (“HyperFeed”), received a notice from the Nasdaq Listing Qualifications staff (“Nasdaq staff”) stating that HyperFeed was not in compliance with the stockholders’ equity/market value of listed securities/net income continued listing requirement set forth in NASD Marketplace Rule 4310(c)(2)(B). The Nasdaq staff informed HyperFeed that if the company did not appeal the Nasdaq staff’s delisting determination, HyperFeed’s common stock would be delisted from the Nasdaq SmallCap Market at the opening of business on September 23, 2004. Having considered various business, legal and compliance aspects of this matter, the Board of Directors of HyperFeed determined not to appeal the Nasdaq staff’s determination and to move the listing of the company’s common stock to the OTC Bulletin Board. HyperFeed expects that its common stock will trade under the same symbol on the OTC Bulletin Board effective on or about September 23, 2004.

 

In compliance with the NASD Marketplace Rules, HyperFeed also issued a press release announcing the receipt of the foregoing delisting notice. A copy of this press release is attached as Exhibit 99.1 hereto. The reader is advised to read the press release in its entirety.

 

Section 9                           Financial Statements and Exhibits

 

Item 9.01                            Financial Statements and Exhibits

 

(c)                                  Exhibit 99.1                                    Press release dated September 20, 2004

 

2


 

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 thereunto duly authorized.

 

 

HYPERFEED TECHNOLOGIES, INC.

 

 

 

Date: September 20, 2004

By:

/s/ Randall J. Frapart

 

 

Name: Randall J. Frapart

 

 

Title: Chief Financial Officer

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated September 20, 2004

 

4

 EX-99.1 2 a04-10743_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

HyperFeed’s Common Stock Expected to Trade on the OTC Bulletin Board

 

CHICAGO, September 20, 2004 - HyperFeed Technologies, Inc. (Nasdaq: HYPR), a provider of managed services, financial information and ticker plant technologies to financial institutions, exchanges, value-added distributors and trading professionals, today announced that it determined to delist voluntarily the listing of its securities from the Nasdaq SmallCap Market and to move them to the OTC Bulletin Board. The Company has arrived at this conclusion subsequent to and in light of the recent delisting notification from the Nasdaq Listing Qualifications staff stating that the Company was not in compliance with the stockholders’ equity/market value of listed securities/net income continued listing requirement set forth in NASD Marketplace Rule 4310(c)(2)(B). Nasdaq has informed HyperFeed that if the Company did not appeal the Nasdaq staff’s decision, its common stock would be de-listed from the Nasdaq SmallCap Market effective at the open of business on September 23, 2004. Having considered various business, legal and compliance aspects of this matter, the Company determined not to appeal the Nasdaq staff’s determination and, instead, to move the listing of the company’s common stock to the OTC Bulletin Board.

 

Both the Board of Directors and Management of HyperFeed agreed that at this time when significant progress is being made in adding new revenue, the ongoing cost and distraction of an appeal process are unwarranted. Ron Langley, Chairman of HyperFeed and PICO Holdings, HyperFeed’s parent company, was quoted, “This year management has established HyperFeed as the market leader for ticker-plant technologies introducing products that enable clients to manage their data more creatively and efficiently for both revenue generation and cost reduction. Growth by capitalizing on the advantages created by our disruptive technology is how HyperFeed will create shareholder value. This must be our entire focus at this time.”

 

Mr. Langley further stated that, “according to various traders we spoke with, there is no apparent diminution in liquidity on the OTC Bulletin Board or access to information by shareholders.”

 

HyperFeed’s common stock is expected to trade under the same symbol on the OTC Bulletin Board effective on or about September 23, 2004.

 


 

About HyperFeed Technologies, Inc.

 

HyperFeed Technologies, Inc. provides high-performance software and services to handle real-time market data. HyperFeed’s market-leading software technology serves as a corporate-wide ticker plant, for financial institutions and content publishers. HyperFeed’s HTPX platform, comprising of HVAULT and HBOX products, is specifically designed to support real-time market data. HyperFeed provides hosted and fully managed ticker plant services from its fully redundant ticker plant systems. For more information, visit HyperFeed’s Web site at www.hyperfeed.com.

 

Forward-Looking Statements

 

The statements made herein that are not historical in nature are intended to be and are identified as “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, particularly in reference to statements regarding our expectations, plans and objectives. Forward-looking statements may be impacted by a number of factors, risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Our filings with the Securities and Exchange Commission identify factors that could cause material differences. Among these factors are our ability to: i) fund our current and future business strategies either through continuing operations or external financing; ii) successfully attract, retain and integrate key employees; iii) compete successfully against competitive products and services; iv) deliver and maintain performance standards according to the terms and conditions of our customer contracts; v) maintain relationships with key suppliers and providers of market data; vi) maintain our existing customer base while diversifying the Company’s presence in the financial institutional marketplace; vii) develop, complete and introduce new product and service initiatives in a timely manner and at competitive price and performance levels; viii) manage the timing of the development and introduction of new products or enhanced versions of existing products; ix) gain the market’s acceptance of new products; and x) respond to the effect of economic and business conditions generally. The Company cautions readers that forward- looking statements, including and without limitation, those relating to the Company’s future business prospects, revenues, working capital, liquidity, income and margin are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated by the forward- looking statements due to any number of risk factors.

 

 

HyperFeed Contacts:

Tom Wojciechowski

 

HyperFeed Technologies, Inc.

 

(312) 913-2800

 

twojciechowski@hyperfeed.com

 

 

 

Josh Inglis

 

Scanlon Corporate Communications

 

(312) 822-9299

 

josh@scanlonncc.com

 

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