<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PC QUOTE, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[Paste-up Logo]
300 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON
May 25, 1995
- ---------------------
TO THE STOCKHOLDERS OF
PC QUOTE, INC.:
The Annual Meeting of Stockholders of PC Quote, Inc., a Delaware corporation,
will be held on May 25, 1995 at 10:00 A.M. at The Metropolitan Club, 67th Floor,
Sears Tower, 233 South Wacker Drive, Chicago, Illinois, for the following
purposes:
1. To elect five (5) directors to hold office until the next annual meeting of
stockholders or until their successors shall have been elected and qualified.
2. To approve the PC Quote, Inc. 1995 Employee Stock Purchase Plan.
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on April 3, 1995 are
entitled to notice of, and to vote at, the annual meeting and at any adjournment
thereof.
By order of the Board of Directors
DARLENE E. CZAJA
SECRETARY
Chicago, Illinois
April 28, 1995
<PAGE>
[Paste-up Logo]
300 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
- ------------------------------------------------------
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of PC Quote,
Inc. (the "Company"), for use at the Annual Meeting of Stockholders of the
Company, to be held May 25, 1995 at 10:00 a.m. at The Metropolitan Club, 67th
Floor, Sears Tower, 233 South Wacker Drive, Chicago, Illinois. In addition to
solicitation of proxies by mail, proxies may be solicited by the Company's
directors, officers and regular employees by personal interview, telephone or
telegram, and the Company will request brokers and other fiduciaries to forward
proxy soliciting material to the beneficial owners of shares which are held of
record by them. The expense of all such solicitation, including printing and
mailing, will be paid by the Company. Any proxy may be revoked at any time
before its exercise, by written notice to the Secretary of the Company or by
attending the meeting and electing to vote in person. This Proxy Statement and
the accompanying proxy were initially mailed to stockholders on or about April
28, 1995.
Only stockholders of the Company of record at the close of business on April 3,
1995 are entitled to vote at the meeting or any adjournment thereof. As of that
date there were outstanding 6,992,467 shares of Common Stock, each of which is
entitled to one vote on all matters voted upon at the annual meeting. Holders of
shares of Common Stock are not entitled to cumulate their votes in the election
of directors. A majority of the outstanding shares of Common Stock of the
Company, represented in person or by proxy, shall constitute a quorum at the
meeting, and the directors to be elected at the meeting shall be elected by a
plurality of the votes of the shares of Common Stock represented at the meeting.
In determining whether a quorum exists at the meeting for purposes of all
matters to be voted on, all votes "for" or "against," as well as all abstentions
(including votes to withhold authority to vote in certain cases), with respect
to the proposal receiving the most such votes, will be counted. Abstentions with
respect to a particular proposal will be counted as part of the base number of
votes to be used in determining if that particular proposal has received the
requisite percentage of base votes for approval, while broker non-votes will not
be counted in such base for such proposal. Thus, an abstention will have the
same effect as a vote "against" such proposal while a broker non-vote will have
no effect.
ELECTION OF DIRECTORS
A board of five (5) directors will be elected to serve until the next annual
meeting, or until their successors are elected and shall have qualified. All of
such directors shall be elected by the holders of shares of Common Stock. The
proxies returned pursuant to this solicitation will be voted by the persons
named therein for the election as directors of the persons named below, which
persons
<PAGE>
constitute the Board of Directors' nominees for election of directors. If any
nominee is unable to accept the office of director (which is not presently
anticipated), the persons named in the proxies will vote for the election of
such other persons as they shall determine.
<TABLE>
<CAPTION>
Director
Name, Age, and Principal Occupation Since
- ---------------------------------------------------------------------------------------------------- ------------
<S> <C>
Louis J. Morgan, 58 ................................................................................ 1980
Chairman of the Board of the Company since May 1984. Mr. Morgan served as President of the Company
from August 1980 to May 1984. Since August 1980 he has also served as Treasurer of the Company.
From 1962-1972, Mr. Morgan was employed as a securities broker and sales manager of a regional New
York Stock Exchange member brokerage firm. He was a member of the Chicago Board Options Exchange,
Inc. from 1973 to 1986 and served on the Systems Committee of the Chicago Board Options Exchange,
Inc. from 1980 through 1983.
James M. Casty, 48 ................................................................................. 1984
Since June 1991, Mr. Casty has been engaged in private investment activities. From December 1988
to June 1991 he was Chairman of the Board of Agristar, Inc., a publicly traded firm whose
principal business was micropropagation of plant and tissue cultures. From January 1983 to
December 1988, Mr. Casty was a general partner of Shatkin-Lee, a member firm of the New York Stock
Exchange engaged in stock brokerage activities.
Paul Di Biasio, 35 ................................................................................. NOMINEE
Chairman and Chief Executive Officer of Di Biasio & Edgington, Inc. since March 1989, a privately
held firm which provides analytic software to buy-side institutional investment managers. From
July 1987 to March 1989, Mr. Di Biasio was the Vice President-- Institutional Sales at the
brokerage firm of Hopper Soliday Corporation.
M. Blair Hull, 51 .................................................................................. NOMINEE
Mr. Hull is the founder and Managing Partner of Hull Trading Company. Since July 1992, Mr. Hull
has been a member of the Board of Directors, member of the Audit Committee and the Compensation
Committee of BARRA, Inc., a publicly traded corporation in the business of developing and
manufacturing computer software. Mr. Hull has been a member of the Board of Trustees of the
Cincinnati Stock Exchange since 1989 and is a member of the Advisory Committee of the Financial
Markets Research Center at Vanderbilt University. Mr. Hull became a market maker and member of the
Pacific Stock Exchange in 1977 and has been a member of the Chicago Board Options Exchange since
1980.
Alexander R. Piper III, 59 ......................................................................... NOMINEE
From May 1993 to August 1994, Mr. Piper has been responsible for expansion of third market maker
trading executions to institutions and broker-dealers at D.E. Shaw & Co. L.P. Since 1990, Mr.
Piper has served as a consultant for various financial and technology companies, including the
Company.
</TABLE>
The principal occupation of each of the above nominees for the past five years
has been as set forth in the above table.
Neither Phillip W. Arneson, a director since 1990, nor Karl R. Orellana, a
director since 1992, are standing for re-election to the Board of Directors.
During the last fiscal year, the Board of Directors held four meetings and,
except for James M. Casty, no director attended fewer than 75% of the total
number of meetings of the Board of Directors held during the period for which
each individual was a director. The Board of Directors has no audit, nominating
or compensation committee.
2
<PAGE>
1995 EMPLOYEE STOCK PURCHASE PLAN
GENERAL INFORMATION The PC Quote, Inc. 1995 Employees' Stock Purchase Plan (the
"Plan") was adopted by the Company's Board of Directors (the "Board") on
February 16, 1995, subject to shareholder approval. The purpose of the Plan is
to encourage employee stock ownership by offering the Company's employees the
opportunity to purchase shares of Common Stock at a below market price.
SECURITIES SUBJECT TO THE PLAN The Plan covers an aggregate of 100,000 shares
of Common Stock, which may be unissued shares, reacquired shares or shares
bought on the market. Such shares may be acquired by Plan participants through
one or more offerings, as determined by the Board in its discretion.
ELIGIBILITY AND PARTICIPATION All full-time employees of the Company, including
officers and directors who are full-time employees of the Company will be
eligible to participate in the Plan, except that no employee may participate in
the Plan if (i) following a grant of options under the Plan, the employee would
beneficially own stock and options to purchase stock representing 5% or more of
the total combined voting power or value of all classes of the Company's stock,
or (ii) a grant of options under the Plan would permit the employee's rights to
purchase stock under all the Company's employee stock purchase plans to accrue
at a rate exceeding $25,000 of the fair market value of the stock for each
calendar year in which such option is outstanding. If a participant's employment
terminates for any reason, such participant's payroll deductions will be
returned and his or her participation in the Plan will be terminated, with the
exception that the beneficiary of a participant whose employment is terminated
as a result of the participant's death may elect either to withdraw the
participant's payroll deductions or exercise the participant's options.
Eligible employees will become participants in the Plan by payroll deductions
for that purpose through a form filed with the Company's Chief Financial Officer
during the calendar month preceding the commencement date of the applicable
offering. Participants may elect payroll deductions in amounts ranging from 1%
to 10% of their regular salary, with a minimum deduction of $10.00 per payday
and a maximum aggregate deduction of $5,000.00 per offering. Participants may
elect a new percentage payroll deduction effective as of the first day of each
calendar quarter but may not alter the percentage payroll deduction elected for
any particular offering. Payroll deductions begin on the commencement date, and
end on the termination date, of the applicable offering. Payroll deductions may
be used by the Company for any corporate purpose and are not required to be
segregated.
On the commencement date of each offering, a participant will be deemed to have
been granted an option to purchase as many full shares of Common Stock as such
participant will be able to purchase with the payroll deductions credited to
such participant's account during such offering. The price at which each option
to purchase Common Stock may be exercised will be the lower of (i) 85% of the
closing price of the Common Stock on the American Stock Exchange on the
commencement date of the offering, or (ii) 85% of the closing price of the
Common Stock on the American Stock Exchange on the termination date of the
offering. Fractional shares will not be issued under the Plan, and any excess
accumulated payroll deductions will be held on account for the benefit of the
participant. If the number of shares for which options are exercised exceeds the
number of shares available in any offering, the shares available for sale will
be allocated pro rata among the participants in such offering.
In each offering, the Company will provide thirty days' notice of the
termination date on which participants' payroll deductions will be applied to
the purchase of Common Stock. Unless a participant elects to withdraw prior to
such termination date as permitted under the Plan, such participant's option to
purchase Common Stock will be deemed to be fully and automatically exercised on
such termination date.
3
<PAGE>
WITHDRAWAL FROM OFFERINGS UNDER THE PLAN A participant may withdraw accumulated
payroll deductions without penalty by providing written notice to the Company's
Chief Financial Officer at any time prior to the termination date for the
applicable offering. A participant's withdrawal from one offering does not
affect his or her eligibility for participation in other offerings.
NON-TRANSFERABILITY OF PAYROLL DEDUCTIONS AND OPTIONS Neither payroll
deductions credited to a participant's account nor any options or other rights
to acquire Common Stock under the Plan may be assigned, transferred, pledged or
otherwise disposed of by participants other than by will or the laws of descent
and distribution. Participants will acquire no interest in the Common Stock
subject to options until such options have been exercised in accordance with the
Plan.
TRANSFERABILITY OF SHARES Resale of shares acquired under the Plan by persons
who are not "affiliates" of the Company, as that term is defined in Rule 405
under the Securities Act, will not be restricted by requirements of the
Securities Act. Persons who may be deemed to be affiliates of the Company may
resell shares acquired under the Plan pursuant to the provisions of Rule 144
promulgated under the Securities Act. Affiliates may also resell shares acquired
under the Plan pursuant to any other applicable exemption from registration
under the Securities Act or pursuant to a separate prospectus prepared in
accordance with the requirements of the applicable form under the Securities
Act.
PLAN ADMINISTRATION The Plan is administered by a Committee of the Board of
Directors of the Company (the "Committee"). The Committee consists of two
members of the Board who are "disinterested persons" as defined in Rule 16b-3 of
the Securities and Exchange Commission. The Committee determines the
commencement and termination dates of all offerings under the Plan and is
authorized, among other things, to interpret the terms of the Plan, establish
and revoke rules for the administration of the Plan, and correct or reconcile
any defect or inconsistency in the Plan. No member of the Committee will be
eligible to participate in the Plan.
TERMINATION AND AMENDMENT OF THE PLAN The Committee may terminate or amend the
Plan at any time; however, such termination or amendment generally may not
affect or change options previously granted under the Plan, and any amendment
that materially increases the benefits or number of shares under the Plan or
materially modifies the eligibility requirements of the Plan is subject to
shareholder approval.
FEDERAL TAX CONSEQUENCES The Plan is intended to be an "employee stock purchase
plan" as defined in Section 423 of the Internal Revenue Code of 1986. This
Section provides that a Plan participant need not pay any federal income tax
upon joining the Plan or upon receipt of shares of Common Stock under the Plan.
The participant is, however, required to pay federal income tax on the
difference, if any, between the price at which the participant sells the shares
and the price the participant paid for them, determined as follows. If the
shares are sold by the participant more than 24 months after the grant of the
option and more than one year after the date of exercise and the market price of
the shares on the date they are sold is equal to or less than the price paid for
the shares under the Plan, no taxable income results. If the market price of the
shares on the date that they are sold is higher than the price paid under the
Plan, the participant must pay federal income tax at ordinary income rates
calculated on the lesser amount of (i) 15% of the market price of the shares on
the day the offering commenced or (ii) the excess of the amount actually
received for the shares over the price paid for them. Any gain realized in
addition to that on which taxes at ordinary income rates is paid will be taxed
at capital gain rates. If the participant sells the shares within such 24-month
period, the participant must pay federal income tax at ordinary income rates on
the amount of the difference between the actual purchase price and the market
price of the shares on the date of purchase. Only if the participant sells the
stock within 24 months following the grant of an option will the Company be
entitled to a deduction for federal income tax purposes and, in such event, the
deduction will equal the difference between the actual purchase price and the
fair market value of the shares on the date of purchase.
4
<PAGE>
MARKET PRICE OF THE COMMON STOCK
The closing price of the Common Stock on the American Stock Exchange on April
26, 1995, the most recent available date, was $1.375 per share.
RECOMMENDATION OF THE BOARD OF DIRECTORS AND REQUIRED VOTE
The Board of Directors of the Company unanimously approved the Plan and directed
that the Plan be submitted to a vote of the shareholders at the annual meeting.
Under Delaware law and the Company's by-laws, the affirmative vote of the
holders of a majority of the Common Shares of the Company represented in person
or by proxy at the annual meeting is required for approval of the Amendment.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PLAN. THE PERSONS NAMED ON THE ENCLOSED PROXY CARD INTEND TO VOTE THE PROXIES
SOLICITED HEREBY FOR THE PLAN UNLESS SPECIFICALLY DIRECTED OTHERWISE ON SUCH
PROXY CARD.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Position Age
- ------------------------------------------------- ----------------------------------------------- ---
<S> <C> <C>
Louis J. Morgan.................................. Chairman and Chief Executive Officer 58
Richard F. Chappetto(1).......................... Chief Financial Officer 45
<FN>
- ------------------------
(1) Chief Financial Officer of the Company since September 1994, Mr. Chappetto
joined the Company in October 1993 as President for the Pacific Rim and
Latin & South America. Mr. Chappetto was Chief Operating Officer for North
American Quotations US from 1991 to 1993 a firm engaged in both real-time
quotation systems and back office processing for securities and commodity
firms. From 1988 to 1991, Mr. Chappetto was President of FutureSource an
international provider of real-time quotation and analytic systems. In
October 1991, Mr. Chappetto personally filed, in conjunction with a filing
for Chappetto Systems Corporation, a petition under Chapter VII of U.S.
Bankruptcy Code. During the same year an order was issued discharging Mr.
Chappetto and such corporation of all debts under the petition. Mr.
Chappetto started his career in the market data industry in 1981 as Vice
President of Monchik-Weber a real-time quotation vendor and major Wall
Street consulting firm. The firm was acquired by McGraw-Hill in 1985 where
he served as Vice President of Systems Planning and Development for the
corporation from 1985 to 1988.
</TABLE>
5
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the past three years of (a)
the Company's chief executive officer, (b) the Company's only executive officer
other than its chief executive officer; and (c) the Company's most highly
compensated officer other than an executive officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Awards
-----------
Annual Compensation Shares
Name and --------------------- Underlying All Other
Principal Position Year Salary Bonus Options Compensation(1)
- ----------------------------------------- --------- ---------- --------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Louis J. Morgan, ........................ 1994 $ 225,463 -- 20,000 $ 11,509
Chairman of the Board, Chief Executive 1993 219,859 -- 8,500 9,670
Officer and Treasurer 1992 172,500 -- 10,000 --
Richard F. Chappetto, ................... 1994 $ 147,658 -- 20,000 --
Chief Financial Officer 1993 -- -- 50,000 --
1992 -- -- -- --
Michael J. Kreutzjans, .................. 1994 $ 123,140 -- 20,000 3,330
Vice President, Development Design 1993 121,008 -- 9,000 2,520
1992 118,352 -- 8,000 --
<FN>
- ------------------------
(1) Represents the insurance premiums paid by the Company on life insurance
policies on which the named person's spouse is the beneficiary.
</TABLE>
The following table shows the total number of Options granted to each of the
named persons during 1994 (both as the number of shares of Common Stock subject
to such Options and as a percentage of all Options granted to employees during
1994) and, for each of these grants, the exercise price per share of Common
Stock and option expiration date. These options all were granted on January 9,
1995 under the 1987 Option Plan. These Options will vest in three equal annual
installments in 1996, 1997 and 1998 and will be exercisable through January 9,
2000. The exercise price of these options was fair market value at the date of
grant. No SARs were granted in 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of Total
Number of Options/SARs
Securities Granted to Exercise or
Underlying Options/ Employees in Base Price
Name SARs Granted (#) Fiscal Year ($/Sh) Expiration Date
- ------------------------------ ------------------- --------------- --------------- ------------------
<S> <C> <C> <C> <C>
Louis J. Morgan............... 20,000 16% $ 1.4375 January 9, 2000
Richard F. Chappetto.......... 20,000 16 1.4375 January 9, 2000
Michael J. Kreutzjans......... 20,000 16 1.4375 January 9, 2000
</TABLE>
6
<PAGE>
The following table sets forth, for each of the named persons, the number of
shares they acquired on exercise of Options in 1994, the aggregate dollar value
realized upon exercise, the total number of shares of Common Stock underlying
unexercised Options and the aggregate dollar value of unexercised, in-the-money
Options, separately identifying the exercisable and unexercisable Options. No
SARs were outstanding in 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares FY-End (#) FY-End ($)(1)
Acquired on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------------------------------------ ----------- --------- ---------------- -----------------
<S> <C> <C> <C> <C>
Louis J. Morgan........................... -- -- 34,500/29,000 18,229/4,166
Richard F. Chappetto...................... -- -- 16,667/53,333 0/1,250
Michael J. Kreutzjans..................... 10,000 $ 14,687 53,395/28,666 26,489/3,584
<FN>
- ------------------------
(1) These values represent the excess, if any, of the fair market value of the
shares of Common Stock subject to Options on December 31, 1994, over the
respective Option prices.
</TABLE>
COMPENSATION OF DIRECTORS
On May 13, 1994, the Company adopted a policy of paying its non-employee
directors $4,000 per year and, in addition, $750 per meeting. Pursuant to this
policy, non-employee directors were paid an aggregate of $11,000 during the last
fiscal year.
Mr. Arneson, a director during the last fiscal year who is not standing for
re-election, was paid a fee of $9,250 for consulting services provided to the
Company in the compensation and employee benefit area.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS.
On February 15, 1989, the Company and Mr. Morgan entered into an Employment
Agreement which remains in effect. It provides for (i) the employment of Mr.
Morgan as Chief Executive Officer and Chairman of the Board of the Company and
(ii) an annual base salary of not less than $150,000 for the first year during
the employment period, with annual increases during each succeeding year equal
to not more than 15% of the base salary paid during the preceding year. Further,
the Employment Agreement provides that, under certain circumstances, Mr. Morgan,
upon termination of his employment, shall be entitled to additional compensation
in an amount equal to two and one-half times his average base salary for the
last three years ending prior to the date of such termination. The Employment
Agreement also contains confidentiality and non-compete provisions.
In September, 1993, the Company and Mr. Chappetto entered into an Employment
Agreement which remains in effect. It provides for (i) the employment of Mr.
Chappetto as President of the Company, (ii) a minimum annual base salary of
$150,000 for the three (3) years beginning October 1, 1993, and (ii) the
granting of certain stock options during its term. Further, the Employment
Agreement provides that under certain circumstances shall receive a portion of
annual gross revenues generated by Mr. Chappetto and/or the international
portion of the Company.
7
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 31, 1995 regarding the
beneficial ownership of shares of the Common Stock of the Company by each
nominee and by all directors and officers as a group.
<TABLE>
<CAPTION>
Beneficial
Ownership
of Shares of Per Cent of
Name Common Stock Class
- ------------------------------------------------------------------------- ------------------- -------------
<S> <C> <C>
Louis J. Morgan(1)....................................................... 352,432 5.0%
James M. Casty........................................................... -- --
Paul Di Biasio........................................................... 94,600 1.4 %
M. Blair Hull............................................................ -- --
Alexander R. Piper III................................................... -- --
All Directors and Officers as a Group (9 persons)(1)..................... 447,882 6.4 %
<FN>
- ------------------------
(1) Does not include 279,700 shares of Common Stock held by members of Mr.
Morgan's family, as to which shares Mr. Morgan disclaims any voting or
investment power.
</TABLE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 31, 1995 regarding each
person other than Mr. Morgan who were known by the Company to own beneficially
more than 5% of the outstanding shares of Common Stock. Each person named has
sole voting and investment power with respect to the shares beneficially owned
by such person.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address Beneficial Ownership Per Cent of
of Beneficial Owner of Shares Class
- ---------------------------------------------------------------------- --------------------- ------------
<S> <C> <C>
National Computer Systems, Inc. ..................................... 1,000,000--Direct 14.3%
11000 Prairie Lakes Drive
Eden Prairie, MN 55344
Bridge Information Systems, Inc. .................................... 1,523,572--Direct 21.8
717 Office Parkway
St. Louis, MO 63141
Pont Data Australia Pty. Limited .................................... 375,000--Direct 5.4
56 Pitt Street--15th Floor
Sydney 2000 Australia
</TABLE>
CERTAIN TRANSACTIONS
The Company is presently engaged in a marketing venture with Bridge Information
Systems, Inc. which has resulted in the marketing of a product that combines the
features of the Company's price quote system with the analytical features of the
Bridge's information system products. During its last fiscal year, the Company
received revenues of $3,334,674 in connection with this venture.
On January 25, 1995, the Company entered into an agreement with Bridge
Information Systems extending the services provided to Bridge Information
Systems by the Company from April 1, 1995 to March 31, 1998. Under the terms of
this agreement, the Company will receive a minimum payment of $2,538,000 in
1995, including $594,000 for the first quarter of 1995 under the terms of the
prior agreement, $2,100,000 in 1996, and $450,000 for the first quarter of 1997
for data provided in the United States. For the remainder of the term of the
agreement, the Company will receive $200 per month for each Bridge Information
Systems customer site receiving the Company's data and $35.00 per terminal per
month. The Company will bill international service on a per user basis with a
maximum of $125,000 per month.
8
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the two fiscal years ended December 31, 1994, the Company's
officers, directors and greater than ten-percent beneficial owners complied with
all applicable Section 16(a) filing requirements, except that one report,
covering one transaction was filed late by Mr. Morgan.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended December
31, 1994 and for the current year are Coopers & Lybrand. A representative of
Coopers & Lybrand is expected to be present at the meeting, with the opportunity
to make a statement if he desires to do so, and he is expected to be available
to respond to appropriate questions from stockholders.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the fiscal year ended December
31, 1994, including financial statements, accompanies this Proxy Statement.
However, no action is proposed to be taken at the meeting with respect to the
Annual Report, and it is not to be considered as constituting any part of the
proxy soliciting material.
STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals which may be proper
subjects for inclusion in the proxy statement and for consideration at the
annual meeting. To be considered, proposals must be submitted on a timely basis.
Proposals for the 1996 stockholders' meeting must be received by the Company no
later than December 31, 1995. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.
OTHER MATTERS
Management knows of no other business likely to be brought before the meeting.
If other matters do come before the meeting, the persons named in the form of
proxy or their substitute will vote said proxy according to their best judgment.
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994 is available without charge to stockholders upon written
request to the Company's Chief Financial Officer.
By order of the Board of Directors
DARLENE E. CZAJA
SECRETARY
9
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PC QUOTE, INC.
300 SOUTH WACKER
CHICAGO, ILLINOIS 60606
The undersigned hereby appoints Louis J. Morgan and Darlene E. Czaja as
Proxies, each with the power to appoint a substitute, and hereby authorizes them
to represent and to vote, as designated below, all the Common Stock of PC Quote,
Inc. held of record by the undersigned on April 3, 1995 at the Annual Meeting of
Stockholders to be held on May 25, 1995 or any adjournment thereof.
(1) ELECTION OF DIRECTORS
/ / FOR all nominees listed below (except / / WITHHOLD AUTHORITY to vote for
as marked to the contrary below) all nominees listed below.
Louis J. Morgan, James M. Casty, Paul Di Biasio, M. Blair Hull, Alexander R.
Piper III
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW:
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(2) The 1995 Employee Stock Purchase Plan
/ / FOR / / AGAINST / / ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
THIS PROXY WHEN PROPERLY ENDORSED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES.
Please sign exactly as name appears below. For joint accounts, all tenants
should sign. If signing for an estate, trust, corporation, partnership or other
entity, title or capacity should be stated.
Dated: , 1995
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED RETURN ENVELOPE
