<PAGE>
As filed with the Securities and Exchange Commission on August 7, 1995
Registration No. 33-033-61421
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PC Quote, Inc.
(Exact name of registrant as specified in charter)
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Delaware 36-3131704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
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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)
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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].
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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
Accounting Fees and Expenses....................................... 1,200
Legal Fees and Expenses............................................ 2,800
Printing and Miscellaneous Expenses................................ 2,000
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Total..........................................................$6,863
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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on August 7, 1995.
PC QUOTE, INC.
By: /s/ Louis J. Morgan
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Louis J. Morgan
Attorney-in-fact
By: /s/ Richard F. Chappetto*
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Richard F. Chappetto
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to this Registration Statement has been signed by the
following persons in the capacities indicated on August 7, 1995.
/s/ Louis J. Morgan Chairman of the Board,
--------------------------- Chief Executive
Louis J. Morgan Officer and Director
(Principal Executive
Officer)
/s/ Richard F. Chappetto* Chief Financial Officer
--------------------------- (Principal Financial and
Richard F. Chappetto Accounting Officer)
Director
---------------------------
James M. Casty
/s/ Paul DiBiasio* Director
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Paul DiBiasio
/s/ M. Blair Hull* Director
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M. Blair Hull
/s/ Alexander R. Piper, III* Director
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Alexander R. Piper, III
*By: /s/ Louis J. Morgan
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Attorney-in-fact
