<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PC Quote, Inc.
(Exact name of registrant as specified in 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
(312) 913-2800
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
--------------------
With a copy to:
Louis J. Morgan Wildman, Harrold, Allen & Dixon
Chairman of the Board 225 West Wacker Drive,Suite 2800
and Chief Executive Officer Chicago, Illinois 60606-1229
300 South Wacker Drive, Suite 300 Attn: Donald E. Figliulo
Chicago, Illinois 60606 (312) 201-2000
(312) 913-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ].
If any of the securities being registered on the Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [x].
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Each Class Offering Aggregate Registra-
of Securities Amount to be Price Per Offering tion
to be Registered Registered Unit (1) Price (1) Fee
- ----------------- ------------ --------- ---------- -----------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 Shares $2.50 $2,500,000 $863.00
$.001 par value
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the average of
the high and low prices for PC Quote, Inc. Common Stock as reported on the
American Stock Exchange on July 24, 1995.
</TABLE>
-----------------------------
The Company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Company shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
(i)
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 31, 1995
PROSPECTUS
1,000,000 Shares
PC QUOTE, INC.
Common Stock, $.001 Par Value
---------------
This Prospectus relates to the sale of up to 1,000,000 shares of common
stock, $.001 par value (the "Common Stock") of PC QUOTE, INC., a Delaware
corporation (the "Company"), by shareholders of the Company (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the sale
of the shares being sold by the Selling Shareholders. See "Selling
Shareholders."
The Common Stock is traded on the Emerging Company section of the American
Stock Exchange ("AMEX") under the symbol PQT. On July 24, 1995, the last
reported sale price of the Common Stock on the AMEX was $2.50 per share.
The Company will pay certain of the expenses of this offering. The Selling
Shareholders, however, will bear the cost of all brokerage commissions and
discounts incurred in connection with the sale of the shares of Common Stock
covered by this Prospectus. The shares of Common Stock to which this Prospectus
relates may be sold by the Selling Shareholders directly or through dealers or
agents in market or privately-negotiated transactions. The Selling Shareholders
and any dealers, agents or underwriters that participate with the Selling
Shareholders in the distribution of any of the Common Stock covered by this
Prospectus may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commission
received by them and any profit on the resale of the Common Stock covered by
this Prospectus purchased by them may be deemed to underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July ___, 1995
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company under the Exchange Act can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and the Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained at the
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information can be inspected at the offices of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006.
The Company has filed with the Commission a Registration Statement on Form
S-3, (together with all amendments and exhibits thereto referred to herein as
the "Registration Statement") under the Securities Act, with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement,
which may be inspected and copied in the manner and at the sources described
above.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
1. The Company's Annual report on Form 10-KSB for the year
ended December 31, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
3. Description of the Common Stock contained in the Company's
Registration Statement filed under Section 12 of the
Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c) or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of Common Stock which is the subject of this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement in this Prospectus or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents. Written or oral requests for such copies should be directed
to Darlene Czaja, Secretary, PC Quote, Inc., Suite 300, 300 South Wacker Drive,
Chicago, Illinois 60606 (Telephone: 312-913-2800).
3
<PAGE>
THE COMPANY
The Company is a software developer and vendor of last-sale and bid/ask
information for the Consolidated Tape Associations, the Option Price Reporting
Authority, the National Association of Securities Dealers and all major United
States commodity exchanges. The Company subscribes to the high-speed vendor
lines provided by each of the above authorities and maintains a real-time
database which provides last-sale, bid/ask, theoretical values and various
application programs developed by the Company and available to customers. Its
principal product and service is PC QUOTE. The principal users of the Company's
products and services are professional investors, such as brokerage firms,
banks, insurance companies and fund managers, as well as institutional and
individual traders. Consumer markets are serviced by redistributor-clients such
as CompuServe, America On-Line, AT & T Ziff Davis, and Apple eWorld and directly
via the World Wide Web.
RECENT DEVELOPMENTS
On July 7, 1995, the 1,500,000 shares of the Common Stock of the Company
held by Bridge Information Systems were privately sold to Physicians Insurance
Company of Ohio and the 1,000,000 shares of Common Stock of the Company
held by National Computer Systems, Inc. ("NCS") were privately sold to the
Selling Shareholders. The Common Stock which is the subject of this Prospectus
are the shares acquired by the Selling Shareholders from NCS.
NCS originally purchased the 1,000,000 shares of common stock being
registered hereby (the "NCS Shares") on December 30, 1988 pursuant to a Stock
Purchase Agreement between the Company and NCS. Included within that Stock
Purchase Agreement were certain rights granted to NCS, including a right that
the Company register the NCS shares at the Company's expense, which registration
right was, by the terms of the Agreement, assignable by NCS to purchasers of the
NCS shares. The Agreement contains certain other rights for the benefit of NCS,
including the right of NCS to appoint that number of directors that equal 20% of
the total number of directors of the Company. In accordance with the transfer
of the NCS shares by NCS to the Selling Shareholders, NCS assigned its
registration rights to those shareholders and entered into an amendment to the
Stock Purchase Agreement between NCS and the Company, whereby all other rights
of NCS, including the right to designate directors to the Company, were
eliminated.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
the Common Stock by the Selling Stockholders. The proceeds from the sale of
shares of the Common Stock offered hereby will be retained by the Selling
Shareholders. See "Selling
4
<PAGE>
Shareholders" and "Plan of Distribution."
SELLING SHAREHOLDERS
This Prospectus covers offers from time to time by the Selling Shareholders
of their shares of Common Stock. Set forth below are the names of the Selling
Shareholders, the number of shares of Common Stock owned of record by the
Selling Shareholders as of the date of this Prospectus, the number of shares of
Common Stock which may be offered by each of the Selling Shareholders pursuant
to this Prospectus, and the number of shares of Common Stock and percentage of
the class of Common Stock to be owned by each of the Selling Shareholders upon
completion of the offering if all of the Common Stock owned by each of the
Selling Shareholders covered by this Prospectus are sold. Any or all of the
Common Stock covered by this Prospectus may be offered for sale by the Selling
Shareholder from time to time.
<TABLE>
<CAPTION>
Percent of
Shares Owned Shares Shares Owned Class
Selling Prior to the Registered After the After
Shareholder Offering Hereunder Offering (1) Offering
- ----------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Physicians
Insurance Company
of Ohio 2,000,000 476,428 1,523,572 21.5%
M. Blair Hull (2) 100,000 100,000 0 0
Harry A. Brandt 100,000 100,000 0 0
Apollo Capital
Corp. 75,000 75,000 0 0
Richard F.
Chappetto (3) 60,472 60,472 0 0
Paul DiBiasio (2) 150,200 55,600 94,600 1.4
Benjamin Howe 30,000 30,000 0 0
Harvey Loew 12,500 12,500 0 0
Bruce Edgington 30,000 30,000 0 0
Bayshore Capital
Corp. 25,000 25,000 0 0
Electronic Trading
Corp. 25,000 25,000 0 0
5
<PAGE>
Alexander R.
Piper III (2) 10,000 10,000 0 0
<FN>
(1) Assumes no other disposition or acquisition of Common Stock and all Common
Stock covered by this Prospectus are sold.
(2) Member of the Board of Directors of the Company.
(3) Chief Financial Officer of the Company.
</TABLE>
6
<PAGE>
PLAN OF DISTRIBUTION
The distribution of the Common Stock offered hereby by the Selling
Shareholders may be effectuated from time to time, so long as the Registration
Statement remains effective, in one or more transactions that may take place on
the AMEX, including ordinary brokers' transactions, in privately-negotiated
transactions or through sales to one or more broker/dealers for resale of such
Common Stock as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions will be
paid by the Selling Shareholders in connection with such sales.
The Company will pay certain of the expenses incident to the offering of
the Common Stock covered by this Prospectus. The Company, however, will not pay
for any expenses, commissions or discounts of dealers or agents, which will be
paid by the Selling Shareholders.
LEGAL MATTERS
Certain legal matters in connection with the sale of he Common Stock
offered pursuant to this Prospectus will be passed upon for the Company by
Wildman, Harrold, Allen & Dixon, Chicago, Illinois.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-KSB, for the year ended December 31, 1994, incorporated by
reference in this Prospectus and in the Registration Statement, have been
audited by Coopers & Lybrand L.L.P., independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
7
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof. This Prospectus
does not constitute an offer to sell or a solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
---------------------
TABLE OF CONTENTS
Available Information...................................................... 2
Incorporation of Certain
Documents by Reference..................................................... 3
The Company................................................................ 4
Recent Developments........................................................ 4
Use of Proceeds............................................................ 4
Selling Shareholders....................................................... 5
Plan of Distribution....................................................... 7
Legal Matters.............................................................. 7
Experts.................................................................... 7
8
<PAGE>
1,000,000 Shares
PC QUOTE, INC.
Common Stock
$.001 par value
------------------------
PROSPECTUS
-------------------------
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne by the
Company in connection with the issuance and distribution of the securities being
registered hereby.
Securities and Exchange Commission
registration fee...........................$ 863.00
Accounting Fees and Expenses...............
Legal Fees and Expenses....................
AMEX Listing Fee........................... 17,500.00
Blue Sky Fees and Expenses.................
Printing Expenses..........................
Printing and Miscellaneous Expenses........
------------
Total.................................$
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except actions
by or in the right of the corporation if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith, in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such person has been adjudged
liable for negligence or misconduct unless the Court of Chancery or the court in
which such action or suit is brought approves such indemnification. Section 145
further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and otherwise, and
to purchase indemnity insurance on behalf of its directors and officers.
10
<PAGE>
The Ninth Article of the Company's Certificate of Incorporation and Section
6.5 of the Company's By-Laws provide, in general, that the Company shall
indemnify its directors and officers under the circumstances defined in Section
145.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
Exhibit Number Description of Document
- -------------- -----------------------
5. Opinion of Wildman, Harrold, Allen & Dixon
10. Form of Amendment to Stock Purchase Agreement, dated
as of July 12, 1995 between the Registrant and National
Computer Systems Inc.
24.1 Consent of Wildman, Harrold, Allen & Dixon (included
in Exhibit 5)
24.2 Consent of Coopers & Lybrand L.L.P.
11
<PAGE>
Item 17. Undertakings.
(a) The undersigned, hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective dated of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 this is
12
<PAGE>
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification by
its is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Company
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 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 this 27th day of July,
1995.
PC Quote, Inc.
By: /s/ Louis J. Morgan
-----------------------------
Louis J. Morgan
Chairman of the Board and
Chief Executive Officer
By: /s/ Richard F. Chappetto
------------------------------
Richard F. Chappetto
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Louis J. Morgan and Darlene Czaja, and each of
them individually, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by virtue thereof.
Signature Title Date
--------- ----- ----
/s/ Louis J. Morgan Chairman of the Board, 7/25/95
- --------------------------- Chief Executive
Louis J. Morgan Officer and Director
(Principal Executive
Officer)
/s/ Richard F. Chappetto Chief Financial Officer 7/25/95
- --------------------------- (Principal Financial and
Richard F. Chappetto Accounting Officer)
Director
- ---------------------------
James M. Casty
/s/ Paul DiBiasio Director 7/25/95
- ---------------------------
Paul DiBiasio
/s/ M. Blair Hull Director 7/25/95
- ---------------------------
M. Blair Hull
/s/ Alexander R. Piper, III Director 7/25/95
- ---------------------------
Alexander R. Piper, III
15
<PAGE>
EXHIBIT INDEX
Page
----
5. Opinion of Wildman, Harrold, Allen & Dixon,
attached as sequential page ___ of this
Registration Statement............................
10. Form of Amendment to Stock Purchase Agreement,
dated as of July 12, 1995 between the
Registrant and National Computer Systems Inc.,
attached at sequential page ___ of this
Registration Statement............................
24.1 Consent of Wildman, Harrold, Allen & Dixon
(included in Exhibit 5)..........................
24.2 Consent of Coopers & Lybrand L.L.P., attached
as sequential page ___ of this Registration
Statement........................................
16
<PAGE>
EXHIBIT 5
[WILDMAN, HARROLD, ALLEN & DIXON LETTERHEAD]
July 27, 1995
PC Quote, Inc.
300 S. Wacker Drive
Suite 300
Chicago, IL 60606
Gentlemen:
We have acted as counsel for PC Quote, Inc., a Delaware corporation (the
"Company"), with respect to the preparation of a Registration Statement on Form
S-3 (the "Registration Statement"), including the prospectus constituting a part
thereof (the "Prospectus"), to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed sale by the selling stockholders
listed therein (the "Selling Stockholders"), of up to 1,000,000 shares of Common
Stock, $.001 par value, of the Company (the "Common Stock").
In connection with our representation, we have examined: (a) the
Registration Statement, including the Prospectus; (b) the Certificate of
Incorporation and By-laws of the Company, as amended to date; (c) the various
stock purchase agreements between the Selling Stockholders and National Computer
Systems Inc.; (d) the certificates evidencing the Common Stock being registered
pursuant to the Registration Statement; and (e) such other minutes of corporate
proceedings, documents and records as we have deemed necessary to enable us to
render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
<PAGE>
July 27, 1995
Page 2
2. The shares of Common Stock offered by the Selling Stockholders as
contemplated in the Registration Statement are validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to us under the caption "Legal Matters" in the
prospectus forming a part of the Registration Statement.
Very truly yours,
WILDMAN, HARROLD, ALLEN & DIXON
/s/ Wildman, Harrold, Allen & Dixon
<PAGE>
EXHIBIT 10
AMENDMENT
AMENDMENT, dated as of July 12, 1995, by and between National Computer
Systems, Inc., a Minnesota corporation ("NCS"), and PC Quote, Inc., a Delaware
corporation ("PCQ").
WHEREAS, NCS and PCQ are parties to a Stock Purchase Agreement, dated
December 30, 1988 (the "Stock Purchase Agreement");
WHEREAS, NCS has agreed to assign certain of its rights under the
Stock Purchase Agreement to certain parties that are purchasing 1,000,000 shares
of PCQ common stock from NCS on the date hereof (the "Purchasers");
WHEREAS, NCS and PCQ desire to terminate all of NCS's other rights and
obligations under the Stock Purchase Agreement.
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. CONSENT. PCQ hereby consents to the assignment by NCS of all of
its rights under Article VII of the Stock Purchase Agreement to the Purchasers,
all as more fully described in the Assignments, dated the date hereof (the
"Assignments"), from NCS to each of the Purchasers.
2. AMENDMENT. PCQ and NCS hereby agree that the Stock Purchase
Agreement is hereby amended to terminate all of NCS's rights and obligations
thereunder, except those assigned to Purchasers pursuant to the Assignments.
3. MISCELLANEOUS.
3.1 BINDING AGREEMENT; ASSIGNMENT. This Amendment shall be binding
upon and inure to the benefit of the parties named herein and to their
respective heirs, legal representatives, successors and assigns.
3.2 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
3.3 HEADINGS. The section headings contained in this Amendment were
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
NATIONAL COMPUTER SYSTEMS, INC.
By:__________________________________
Its:_________________________________
PC QUOTE INC.
By:__________________________________
Its:_________________________________
-2-
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 to our report dated March 17, 1995 on our audit of the consolidated
financial statements and financial statement schedules included in the Company's
Annual Report on Form 10-KSB, for the year ended December 31, 1994 of PC Quote,
Inc. We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
July 26, 1995
