<PAGE>
As filed with the Securities and Exchange Commission on September 27, 1995
Registration No. 33-
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 SOUTH WACKER DRIVE, #3000, CHICAGO, ILLINOIS 60606
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(Address, including zip code, of registrant's principal executive offices)
1995 EMPLOYEES' STOCK PURCHASE PLAN
-----------------------------------
(Full title of plan(s))
LOUIS J. MORGAN, PC QUOTE, INC.,
300 SOUTH WACKER DRIVE, #3000,CHICAGO, ILLINOIS 60606
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(Name and address of agent for service)
(312) 913-2800
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(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Registered Offering Price Per Share Aggregate Offering Price Amount of Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 100,000 $5.78(1) $578,000.00(1) $199.31
par value
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<FN>
(1) Pursuant to Rule 457(h), the offering price is estimated solely for the
purpose of determining the registration fee and is based on the average
high and low prices of the common stock on the American Stock Exchange on
September 12, 1995, which was $5.78 per share.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
PC Quote, Inc. (the "Company") incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
a. The Company's annual report as Form 10-K for the fiscal year
ended December 31, 1994.
b. All other reports filed pursuant to Section 13(a) and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1994.
c. The description of the Company's common stock contained in the
Company's Proxy Statement dated July 2, 1987.
All other reports and documents filed by the Company subsequent to the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all the securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and made a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances from liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933 (the "Act"). The Certificate of Incorporation and By-Laws of the
Company provide for indemnification to the fullest extent allowed under Delaware
law.
The directors and officers of the Company are covered by insurance policies
indemnifying them against liabilities.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4(a) Certificate of Incorporation of the Company (filed as
Appendix B to the Company's Proxy Statement dated
July 2, 1987 and incorporated herein by reference).
4(b) 1995 Employees' Stock Purchase Plan.
5 Opinion of Wildman, Harrold, Allen & Dixon
24(a) Consent of Independent Auditors.
24(b) Consent of Wildman, Harrold, Allen & Dixon (included in its
opinion filed as Exhibit 5).
25 Power of Attorney (see page 5).
ITEM 9. UNDERTAKINGS
a. The Company hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement 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.
b. The Company hereby undertakes that, for the purpose of determining any
liability under the Act, 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 that time shall be deemed to be the initial
bona fide offering thereof.
c. The Company hereby undertakes 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.
d. The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the
<PAGE>
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
e. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the Delaware Corporation Law, the Certificate of Incorporation of
the Company and the By-Laws of the Company, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 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 question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
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 September 21, 1995.
By: /s/ Louis J. Morgan
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Louis J. Morgan, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
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 of the undersigned officers and directors hereby constitutes and
appoints Louis J. Morgan and Richard F. Chappetto and each of them, his true and
lawful attorney-in-fact and grants, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effect 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 all acts and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature: Title: Date:
- ---------- ------ -----
/s/ Louis J. Morgan Chairman of the September 21, 1995
- ------------------------- Board and Chief
Louis J. Morgan Executive Officer
(Principal Executive
Officer)
/s/ Richard F. Chappetto Chief Financial September 21, 1995
- -------------------------- Officer (Principal
Richard F. Chappetto Financial and
Accounting Officer)
/s/ Paul DiBiasio Director September 21, 1995
- --------------------------
Paul DiBiasio
<PAGE>
Director September 21, 1995
- -------------------------
M. Blair Hull
/s/ Ronald Langley Director September 21, 1995
- -------------------------
Ronald Langley
Director September 21, 1995
- -------------------------
Alexander R. Piper, III
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4(b) Stock Purchase Plan
5 Opinion of Wildman, Harrold, Allen & Dixon
24(a) Consent of Independent Auditors
24(b) Consent of Wildman, Harrold, Allen & Dixon (included in its
opinion filed as Exhibit 5)
<PAGE>
P.C. QUOTE, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. P.C. QUOTE, INC. (the "Company") hereby establishes the P.C.
Quote, Inc. Employee Stock Purchase Plan (the "Plan") to provide employees of
the Company and its subsidiaries an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan shall, accordingly, be construed in a manner consistent with the
requirements of that section of the Code.
2. DEFINITIONS.
(a) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(b) "COMMITTEE" shall mean the Compensation Committee of the Company.
(c) "COMMON STOCK" shall mean the Common Stock of the Company.
(d) "COMPANY" shall mean P.C. Quote, Inc., a Delaware Corporation.
(e) "COMPENSATION" shall mean all gross earnings, including earnings
from commissions, bonuses and overtime.
(f) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean continued
employment without any interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered interrupted in the case
of a leave of absence agreed to in writing by the Company, provided that such
leave is for a period not exceeding 90 days, or reemployment upon the expiration
of such leave is guaranteed by contract or statute.
(g) "EMPLOYEE" shall mean any person, including an officer, whose
customary employment with the Company or any subsidiary is at least twenty (20)
hours per week and more than five (5) months in any calendar year.
(h) "ENROLLMENT DATE" shall mean the first day of each Offering
Period.
(i) "EXERCISE DATE" shall mean the last working day of the Exercise
Period.
(j) "EXERCISE PERIOD" shall mean each calendar quarter.
(k) "OFFERING PERIOD" shall mean a period of one (1) calendar quarter
during which Options are granted pursuant to the Plan.
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(l) "OPTION" shall mean an option granted under the Plan which
entitles an Employee to purchase shares of Common Stock.
(m) "PARTICIPANT" shall mean an Employee who elects to participate in
the Plan.
(n) "PLAN" shall mean this 1995 Employee Stock Purchase Plan.
(o) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
3. ELIGIBILITY.
(a) Any Employee who is employed by the Company or a Subsidiary on a
given Enrollment Date shall be eligible to participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an Option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or any Subsidiary, or (ii) which permits his or her rights to purchase
stock under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.
4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first day of each
calendar quarter and ending on the last working day of such calendar quarter.
Subject to the stockholder approval requirements of Section 22, the Committee
shall have the power to change the duration of Offering Periods with respect to
future offerings without stockholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.
5. PARTICIPATION.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions and filing it
with the Company's payroll office at least five (5) business days prior to the
applicable Enrollment Date, unless a later time for filing the subscription
agreement is set by the Committee for all eligible Employees with respect to a
given Offering Period.
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(b) Payroll deductions for a Participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated as provided in Section 10.
6. PAYROLL DEDUCTIONS.
(a) At the time a Participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each payday
during the Offering Period, subject to such dollar or percentage limitations
during an Offering Period as the Company shall determine prior to such Offering
Period as described in the applicable subscription agreement, provided, however,
that the aggregate of such payroll deductions during the Offering Period shall
not exceed ten percent (10%) of the Participant's aggregate Compensation during
said Offering Period.
(b) All payroll deductions made for a Participant shall be credited
to his or her account under the Plan. A Participant may not make any additional
payments into such account.
(c) A Participant may discontinue participation in the Plan as
provided in Section 10 but may not decrease or increase the rate or amount of
his or her payroll deductions during an Offering Period. A Participant may
change the rate or amount of his or her payroll deductions before the Enrollment
Date for any Offering Period by completing or filing with the Company a new
subscription agreement authorizing a change in the rate or amount of payroll
deductions. The change in rate or amount shall be effective with the first full
payroll period to occur during such Offering Period. Subject to the limitations
of Section 6(a), a Participant's subscription agreement shall remain in effect
for successive Offering Periods unless revised as provided herein or terminated
as provided in Section 10.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(3) of the Code and Section 3(b) herein, a Participant's
payroll deductions may be decreased or ended, during any calendar year in which
the total of accumulated payroll deductions equal Twenty Thousand Dollars
($20,000). Payroll deductions shall recommence at the rate provided in such
Participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 10.
7. GRANT OF OPTION. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
Option to purchase on each Exercise Date during such Offering Period up to a
number of shares of Common Stock determined by dividing such Employee's payroll
deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the lower of (i) eighty-five
percent (85%) of the closing price of a share of the Common Stock on the
American Stock Exchange on the Enrollment Date, or (ii) eighty-five percent
(85%) of the closing price of a share of the Common Stock on the American Stock
Exchange on the Exercise Date; provided that in no event shall an Employee be
permitted to purchase during each Offering Period more
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<PAGE>
than a number of shares determined by dividing $5,000 by the fair market value
of a share of the Common Stock on the Enrollment Date, and provided further that
such purchase shall be subject to the limitations set forth in Section 3(b) and
12 hereof. Exercise of the Option shall occur as provided in Section 8, unless
the Participant has withdrawn pursuant to Section 10, and shall expire on the
last day of the Offering Period. Fair market value of a share of the Common
Stock shall be determined as provided in Section 7(b) herein.
8. EXERCISE OF OPTION. The Company will give each Participant notice of
each Exercise Date thirty (30) days prior to such Exercise Date. Unless a
Participant withdraws from the Plan as provided in Section 10 his or her Option
for the purchase of shares will be exercised automatically on the last working
day of the Offering Period, and the maximum number of full shares subject to
Option shall be purchased for such Participant at the applicable Option price
with the accumulated payroll deductions in his or her account. Any amount
remaining in the Participant's account after an Exercise Date shall be held in
the account until the next Exercise Date of the Offering Period, unless the
Offering Period has been oversubscribed or has terminated with such Exercise
Date, in which case such amount shall be refunded to the Participant. During a
Participant's lifetime, a Participant's Option to purchase shares hereunder is
exercisable only by him or her.
9. DELIVERY. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each Participant, as appropriate, of a certificate representing the Common Stock
purchased upon exercise of his or her Option.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A Participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her Option under the Plan at any time by giving written notice to the Company.
All of the Participant's payroll deductions credited to his or her account will
be paid to such Participant promptly after receipt of notice of withdrawal and
such Participant's Option for the Offering Period will be automatically
terminated, and no further payroll deductions for the purchase of shares will be
made during the Offering Period. If a Participant withdraws from an Offering
Period, payroll deductions will not resume at the beginning of the succeeding
Offering Period unless the Participant delivers to the Company a new
subscription agreement.
(b) Upon termination of the Participant's Continuous Status as an
Employee prior to the Exercise Date for any reason, including retirement or
death, the payroll deductions credited to such Participant's account during the
Offering Period but not yet used to exercise the Option will be returned to such
Participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 14, and such Participant's Option will be
automatically terminated, provided however, that, in the event of the
Participant's death, the Option may be exercised by his or her beneficiary
designated under Section 14.
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<PAGE>
(c) In the event an Employee fails to remain in Continuous Status as
Employee of the Company for at least twenty (20) hours per week during an
Offering Period in which the Employee is a Participant, he or she will be deemed
to have elected to withdraw from the Plan and the payroll deductions credited to
his or her account will be returned to such Participant and such Participant's
Option terminated.
(d) A Participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the Participant
withdraws.
11. INTEREST. No interest shall accrue on the payroll deductions of a
Participant in the Plan.
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 100,000 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.
13. ADMINISTRATION. The Plan shall be administered by the Committee. The
administration, interpretation or application of the Committee shall be final,
conclusive and binding upon all Participants. Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision ("Rule 16b-3") provides specific requirements for the
Administrators of plans of this type, the Plan shall only be administered by
such body and in such a manner as shall comply with the applicable requirements
of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion concerning
decisions regarding the Plan shall be afforded to any Committee or person that
is not "disinterested" as that term is used in Rule 16b-3.
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<PAGE>
14. DESIGNATION OF BENEFICIARY.
(a) A Participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the Participant's account under
the Plan if such Participant dies after an Exercise Date on which the Option is
exercised but before receiving his or her Common Stock and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's account under the Plan or exercise the Option on
behalf of the Participant in the event of such Participant's death prior to
exercise of the Option.
(b) Such designation of beneficiary may be changed by the Participant
at any time by written notice. In the event of the death of a Participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such share and/or cash
to the spouse or to any one or more dependents or relatives of the Participant,
or if no spouse, dependent or relative is known to the Company, then to such
other persons as the Company may designate.
15. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account, nor any rights regarding an Option under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in Section 14
hereof) by the Participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds from an Offering Period in accordance
with Section 10. An Option may be exercised only by the Participant during his
or her lifetime, or, in the event of the Participant's death, by his or her
estate or the person who acquires the right to exercise such Option by bequest
or inheritance, pursuant to Sections 10(b) and 14.
16. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
17. REPORTS. Individual accounts will be maintained for each Participant
in the Plan. Statements of account will be given to participating Employees as
soon as practical following the Exercise Date, which statements will set forth
the amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate number of
shares of Common Stock with respect to which Options may be granted, the
aggregate number of shares of Common Stock subject to each outstanding Option,
and the Option Price per share of each Option may be appropriately adjusted as
the Committee may determine for any increase or decrease in the number of shares
of issued Common Stock resulting from a subdivision or
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<PAGE>
consolidation of shares, whether through reorganization, recapitalization, stock
split-up, stock distribution or combination of shares, or the payment of a share
dividend or other increase or decrease in the number of such shares outstanding
effected without receipt of consideration by the Company. Adjustments under
this Section 18 shall be made according to the sole discretion of the Committee,
and its decision shall be binding and conclusive.
19. DISSOLUTION, MERGER AND CONSOLIDATION. Upon the dissolution or
liquidation of the Company, or upon a merger or consolidation of the Company in
which the Company is not the surviving corporation, each Option granted
hereunder shall expire as of the effective date of such transaction; provided,
however, that the Committee shall give at least 30 days' prior written notice of
such event to each Participant during which time he or she shall have a right to
exercise his or her wholly or partially unexercised Option and, subject to prior
expiration pursuant to Section 6(b) or (c), each Option shall be exercisable
after receipt of such written notice and prior to the effective date of such
transaction.
20. AMENDMENT OR TERMINATION. The Committee of the Company may at any
time and for any reason terminate or amend the Plan. Except as provided in
Section 18, no such termination can affect Options previously granted, provided
that an Offering Period may be terminated by the Committee on any Exercise Date
if the Committee determines that the termination of the Plan is in the best
interests of the Company and its stockholders. Except as provided in
Section 18, no amendment or termination shall be made which would impair the
rights of any Participant under any outstanding Option, without his or her
consent. In addition to the extent necessary to comply with Rule 16b-3 or under
Section 423 of the Code (or any other successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.
21. NOTICES. Every direction, revocation or notice authorized or required
by the Plan shall be deemed delivered (a) to the Company on the date it is
personally delivered to the Secretary of the Company at its principal executive
offices or three business days after it is sent by registered or certified mail,
postage prepaid, addressed to the Secretary at such offices; and (b) to an
optionee on the date it is personally delivered to him or her or three business
days after it is sent by registered or certified mail, postage prepaid,
addressed to him or her at the last address shown for him or her on the records
of the Company or of any Subsidiary.
22. STOCKHOLDER APPROVAL.
(a) The Plan shall be subject to approval by the stockholders of the
Company. Such stockholder approval shall be obtained in the degree and manner
required under the Delaware General Corporation Law and substantially in
accordance with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder.
23. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an Option unless the exercise of such Option and the issuance and
delivery of such shares
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<PAGE>
complies with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
24. TERM OF PLAN. The Plan shall become effective upon its approval by
the stockholders of the Company as described in Section 22. It shall continue
in effect for a term of ten (10) years unless sooner terminated under
Section 20.
25. MISCELLANEOUS.
(a) LEGAL AND OTHER REQUIREMENTS. The obligations of the Company to
sell and deliver Common Stock under the Plan shall be subject to all applicable
laws, regulations, rules and approvals, including, but not by way of limitation,
the effectiveness of a registration statement under the Securities Act of 1933.
Certificates for shares of Common Stock issued hereunder may be legended as the
Committee shall deem appropriate.
(b) WITHHOLDING TAXES. Upon the exercise of any Option under the
Plan, the Company shall have the right to require the Participant to remit to
the Company an amount sufficient to satisfy all federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for shares of Common Stock.
(c) RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan or any
agreement entered into pursuant to the Plan shall confer upon any employee the
right to continue in the employment of the Company or any Subsidiary or affect
any right which the Company or any Subsidiary may have to terminate the
employment of such employee.
(d) APPLICABLE LAW. All questions pertaining to the validity,
construction and administration of the Plan and Options granted hereunder shall
be determined in conformity with the laws of the State of Delaware, to the
extent not inconsistent with Section 423 of the Code and regulations thereunder.
(e) ELIMINATION OF FRACTIONAL SHARES. If under any provision of the
Plan which requires a computation of the number of shares of Common Stock
subject to an Option, the number so computed is not a whole number of shares of
Common Stock, such number of shares of Common Stock shall be rounded down to the
next whole number and remaining paid in cash.
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<PAGE>
[WILDMAN, HARROLD, ALLEN & DIXON LETTERHEAD]
September 21, 1995
PC Quote, Inc.
300 S. Wacker Drive
Suite 300
Chicago, Illinois 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-8 (the "Registration Statement"), 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 registration of an aggregate of 100,000
shares of the Company's Common Stock (the "Common Stock") pursuant to the
Company's 1995 Employee Stock Purchase Plan (the "Plan").
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 Plan; and
(d) 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>
WILDMAN, HARROLD, ALLEN & DIXON
PC Quote, Inc.
September 21, 1995
Page 2
2. The shares of Common Stock offered by the Company 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.
Very truly yours,
WILDMAN, HARROLD, ALLEN & DIXON
DEF:mr
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 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
September 20, 1995
