<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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):
/X/ $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:
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[Paste-up Logo]
300 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON
June 18, 1996
- ---------------------
TO THE STOCKHOLDERS OF
PC QUOTE, INC.:
The Annual Meeting of Stockholders of PC Quote, Inc., a Delaware corporation,
will be held on June 18, 1996 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 transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on May 1, 1996 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
May 6, 1996
<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 June 18, 1996 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 May 13,
1996.
Only stockholders of the Company of record at the close of business on May 1,
1996 are entitled to vote at the meeting or any adjournment thereof. As of that
date there were outstanding 7,341,053 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, 59 ................................................................................ 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.
Paul Di Biasio, 36 ................................................................................. 1995
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, 52 .................................................................................. 1995
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.
Ronald Langley, 51 ................................................................................. 1995
Chairman of Quaker Holdings Limited, an investment banking firm, since October 1992. Chairman
since 1995, and Director since 1993, of Physicians Insurance Company of Ohio, an insurance
company. Chairman of Summit Global Management, Inc., a subsidiary of Physicians Insurance Company
of Ohio which acts as a registered investment company, since 1995. Director of Fairfield
Communities, Inc., a vacation ownership and receivables corporation since 1995. Since 1994 Mr.
Langley served as Chairman of the Centurion Trust Company, a bank specializing in custodian
services. Mr. Langley served as Chairman of Pacific Southwest Corporation from 1989 to 1992.
Alexander R. Piper III, 60 ......................................................................... 1995
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.
James A. Casty, a director of the Company since 1984, resigned effective July
25, 1995. On the same date, Ronald Langley was elected by the Board of Directors
to fill the vacancy created by such resignation.
In 1995, the Company's Board of Directors established an Audit Committee, a
Compensation Committee and an Incentive Stock Committee. Each of those
committees are comprised of all non-employee directors of the Company, currently
Messrs. DiBiasio, Hull, Langley and Piper. None of such committee members are
eligible to receive options under the Company's Option Plans.
2
<PAGE>
During the last fiscal year, the Board of Directors held seven meetings and,
except for James M. Casty, no director attended fewer than 75% of the total
number of meetings of the Board of Directors and committees thereof held during
the period for which each individual was a director.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Position Age
- ------------------------------------------------- ----------------------------------------------- ---
<S> <C> <C>
Louis J. Morgan.................................. Chairman and Chief Executive Officer 59
Richard F. Chappetto(1).......................... Chief Financial Officer 46
</TABLE>
- ------------------------
(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.
3
<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 two most highly
compensated officers 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, ........................ 1995 $ 241,896 -- 30,000 $ 13,419
Chairman of the Board, Chief Executive 1994 $ 225,463 -- 20,000 11,509
Officer and Treasurer 1993 219,859 8,500 9,670
Richard F. Chappetto, ................... 1995 $ 174,298 -- 25,000 --
Chief Financial Officer 1994 147,658 -- 20,000 --
1993 42,263 50,000 --
Michael J. Kreutzjans, .................. 1995 $ 135,696 -- 25,000 1,830
Vice President, Development Design 1994 123,140 -- 20,000 3,330
1993 121,008 9,000 2,520
Jerry M. Traver ......................... 1995 $ 145,619 -- 25,000 --
Vice President, Sales and Marketing 1994 79,365 -- 20,000 --
1993 70,258 -- 12,000 --
</TABLE>
- ------------------------
(1) Represents the insurance premiums paid by the Company on life insurance
policies on which the named person's spouse is the beneficiary.
The following table shows the total number of Options granted to each of the
named persons during 1995 (both as the number of shares of Common Stock subject
to such Options and as a percentage of all Options granted to employees during
1995) and, for each of these grants, the exercise price per share of Common
Stock and option expiration date. These Options will vest in three equal annual
installments in 1996, 1997 and 1998 and will be exercisable through October 24,
2000. The exercise price of these options was fair market value (as defined in
the Plan) at the date of grant. No SARs were granted in 1995.
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 Expiration
Name SARs Granted (#) Fiscal Year ($/Sh) Date
- ----------------------------------- ------------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Louis J. Morgan.................... 30,000 15% $ 1.4375 10/24/2000
Richard F. Chappetto............... 25,000 12% 1.4375 10/24/2000
Michael J. Kreutzjans.............. 25,000 12% 1.4375 10/24/2000
Jerry M. Traver.................... 25,000 12% 1.4375 10/24/2000
</TABLE>
4
<PAGE>
The following table sets forth, for each of the named persons, the number of
shares they acquired on exercise of Options in 1995, 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 1995.
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........................ -- -- 40,666/52,834 602,067/613,058
Richard F. Chappetto................... 10,000 48,365 23,333/61,667 323,745/526,250
Michael J. Kreutzjans.................. 35,062 436,630 24,000/48,000 358,625/526,250
Jerry M. Traver........................ 6,000 45,436 6,000/45,436 8,000/49,000
</TABLE>
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(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, 1995, over the
respective Option prices.
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 $21,750 during the last
fiscal year.
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.
5
<PAGE>
STOCK PLANS
EMPLOYEE STOCK PURCHASE PLAN. The Company has reserved an aggregate of 100,000
shares of common stock for issuance under the Company's 1995 Employee Stock
Purchase Plan (the "Purchase Plan"). The Purchase Plan is intended to qualify
under Section 423 of the Internal Revenue Code of 1986 and permits eligible
employees of the Company to purchase common stock through payroll deductions of
up to 10% of their annual salary in any calendar year to a maximum of $5,000 per
offering. The Purchase Plan has four three month offering periods beginning on
the first day of each quarter. No employee may purchase more than 5% of the
outstanding voting capital stock of the Company or an amount more than $20,000
worth of stock in any calendar year. The purchase price of common stock
purchased under the Purchase Plan equals 85% of the market value of the common
stock, as calculated in the Purchase Plan, on the first or last day of an
offering period, whichever is lower. During 1995, 13,376 shares were sold to
employees in accordance with the Plan.
INCENTIVE STOCK PLAN. The Company has reserved an aggregate of 1,000,000 shares
of common stock for issuance under its Combined Incentive and Non-Statutory
Stock Option Plan, which may be granted to employees and officers of the
Company. The Plan is administered by the Company's Incentive Stock Committee.
Options may be granted to employees and officers of the Company at a purchase
price equal to the fair market value (as defined in the Plan) of the Company's
common stock at the date of grant, vest ratably over a three year period, and
are exercisable for a period of up to five years from the date of grant. During
the past fiscal year, options for 213,500 shares have been granted under the
Plan.
401(K) PLAN. The Company maintains a 401(k) retirement savings plan for
employees meeting certain eligibility requirements. Under the Plan, the Company
matches contributions made by employees to the 401(k) Plan up to 25% of the
first 5% contributed by an employee. During the last fiscal year, the Company
made matching contributions of approximately $22,300 under the 401(k) Plan.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 31, 1996 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)....................................................... 406,098 5.5%
Paul Di Biasio........................................................... 94,600 1.4%
M. Blair Hull............................................................ 94,000 1.3%
Ronald Langley(2)........................................................ 2,146,400 29.2%
Alexander R. Piper III................................................... 9,000 .1%
All Directors and Officers as a Group (9 persons)(1)(2)(3)............... 2,844,103 38.7
</TABLE>
- ------------------------
(1) Does not include 275,100 shares of Common Stock held by Mr. Morgan's spouse,
as to which shares Mr. Morgan disclaims any voting or investment power.
Includes 47,332 shares of Common Stock which may be acquired upon exercise
of presently exerciseable options.
(2) Mr. Langley, a Director of the Company since 1995, is a Director of
Physicians Insurance Company of Ohio ("PICO"). As such, Mr. Langley may be
deemed to beneficially own the 2,146,400 shares of common stock of the
Company beneficially owned by PICO. See "Principal Stockholders." Mr.
Langley disclaims beneficial ownership of these shares within the meaning of
13d-3 of the Securities and Exchange Act of 1934.
(3) Includes 113,663 shares of Common Stock which may be acquired upon exercise
of presently exerciseable options.
6
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 31, 1995 regarding each
person other than directors of the Company 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>
Physicians Insurance Company of Ohio ................................. 2,146,400--Direct 29.2%
13515 Yarmouth Drive N.W.
Pickerington, Ohio 43147
Pont Data Australia Pty. Limited .................................... 375,000--Direct 5.1%
56 Pitt Street--15th Floor
Sydney 2000 Australia
</TABLE>
CERTAIN TRANSACTIONS
The Company is presently engaged in a marketing venture with Global Financial
Services, Inc. (formerly, 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 Global's information system
products. During its last fiscal year, the Company recorded revenues of
$3,920,000 in connection with this venture.
On January 25, 1995, the Company entered into an agreement with Global extending
the services provided to Global by the Company from April 1, 1995 to March 31,
1998. Under the terms of this agreement, the Company is entitled to 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. During the past fiscal
year, Global sold its holdings in the Company in a private sale to Physicians
Insurance Company of Ohio, Inc.
During the past fiscal year, Mr. Piper, a director of the Company, provided
business development consulting services to the Company for which he was paid an
aggregate of $18,383.
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, 1995, the Company's
officers, directors and greater than ten-percent beneficial owners complied with
all applicable Section 16(a) filing requirements.
7
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended December
31, 1995 and for the current year are McGladrey & Pullen. A representative of
McGladrey & Pullen LLP 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, 1995, 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 1997 stockholders' meeting must be received by the Company no
later than January 1, 1997. 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-K for the fiscal year ended
December 31, 1995 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
8
