<PAGE>
As filed with the Securities and Exchange Commission on May 6, 1998
Registration No. 333-_______
UNITED STATES
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
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 South Wacker Drive, Suite 300
Chicago, Illinois 60606
(Address of Principal Executive Offices, including Zip Code)
Amended and Restated PC Quote, Inc. Employees'
Combined Incentive and Non-Statutory Stock Option Plan
and
1995 Employees' Stock Purchase Plan
(Full title of the plans)
Jim R. Porter
Chief Executive Officer
PC Quote, Inc.
300 South Wacker Drive, Suite 300
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 913-2800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered maximum aggregate registration fee
offering price offering price(1)
per share(1)
<S> <C> <C> <C> <C>
Common Stock ($.001
par value) 1,500,000 $1.9365 $2,904,750 $857
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average of the high and low prices reported
on the American Stock Exchange for PC Quote, Inc. Common Stock on May 1,
1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employment benefit plans described herein.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended (the "Act"), this registration statement on Form S-8 (this
"Registration Statement") is filed for the purpose of registering additional
securities of the same class as those registered under the following
registration statements on Form S-8 which are currently effective: (i)
Registration No. 33-62983 filed with the Commission on September 27, 1995 (the
"1995 Registration Statement"), relating to the 1995 Employees' Stock Purchase
Plan (the "1995 Plan") of PC Quote, Inc. (the "Company"); and (ii) Registration
No. 33-21108 filed with the Commission on April 7, 1988 (the "1988 Registration
Statement"), relating to (a) the Employees' Incentive Stock Option Plan and (b)
the Amended and Restated Employees' Combined Incentive and Non-Statutory Stock
Option Plan (the "Combined Plan"). The contents of the 1995 Registration
Statement and the 1988 Registration Statement, including any amendments thereto
or filings incorporated therein, are incorporated herein by this reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Company's Annual
Report described in (a) above; and
(c) the description of the Company's Common Stock contained in the
Company's registration statement on Form S-2/A filed November 20,
1997, under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained herein, or in a document all or part of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
3
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not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS
4.1 Amended and Restated PC Quote, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option Plan, incorporated
herein by reference to Appendix E to the Company's Proxy
Statement dated July 2, 1987 and to the Company's Proxy
Statement dated September 15, 1997
4.2 1995 Employees' Stock Purchase Plan, incorporated herein
by reference to Exhibit 4(b) of the Company's Registration
Statement on Form S-8 (No. 33-62983)
4.3 Amendment #1 to 1995 Employees' Stock Purchase Plan
5 Opinion of Wildman, Harrold, Allen & Dixon regarding legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Wildman, Harrold, Allen & Dixon
(included in Exhibit 5)
24 Power of Attorney
4
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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 May 1, 1998.
PC QUOTE, INC.
By /s/ JIM R. PORTER
--------------------
Jim R. Porter
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title
By: /s/ JIM R. PORTER Chairman of the Board and
--------------------------- Chief Executive Officer
Jim R. Porter
By: /s/ JOHN E. JUSKA Chief Financial Officer
---------------------------
John E. Juska
By: /s/ LOUIS J. MORGAN Director
---------------------------
Louis J. Morgan
By: /s/ RONALD LANGLEY Director
---------------------------
Ronald Langley
By: /s/ JOHN R. HART Director
---------------------------
John R. Hart
By: /s/ TIMOTHY K. KRAUSKOPF Director
---------------------------
Timothy K. Krauskopf
5
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page
4.1 Amended and Restated PC Quote, Inc.
Employees' Combined Incentive and
Non-Statutory Stock Option Plan,
incorporated herein by reference to
Appendix E to the Company's Proxy
Statement dated July 2, 1987 and to
the Company's Proxy Statement dated
September 15, 1997........................................*
4.2 1995 Employees' Stock Purchase Plan,
incorporated herein by reference to
Exhibit 4(b) of the Company's Registration
Statement on Form S-8 (No. 33-62983)......................*
4.3 Amendment #1 to 1995 Employees' Stock Purchase Plan.......
5 Opinion of Wildman, Harrold, Allen & Dixon ...............
23.1 Consent of KPMG Peat Marwick LLP .........................
23.2 Consent of McGladrey & Pullen, LLP .......................
23.3 Consent of Wildman, Harrold, Allen & Dixon
(included in Exhibit 5) ..................................
24 Power of Attorney ........................................
6
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EXHIBIT 4.3
Amendment #1 to
1995 Employees' Stock Purchase Plan
Pursuant to the duly authorized and executed resolutions of the Board of
Directors of PC Quote, Inc. (the "Company"), dated July 17, 1997, Section 12
of the Company's 1995 Employees' Stock Purchase Plan is amended as follows:
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 250,000 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.
PC Quote, Inc.
By: John Juska
-------------------------------
Its: Chief Financial Officer
7
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EXHIBIT 5
[Wildman, Harrold, Allen & Dixon Letterhead]
PC Quote, Inc.
300 South Wacker Drive, Suite 300
Chicago, Illinois 60606
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to PC Quote, Inc., a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act") relating to
1,500,000 shares (the "Shares") of the Company's common stock, par value $.001
per share, which may be issued and sold pursuant to the Company's Amended and
Restated PC Quote, Inc. Employees' Combined Incentive and Non-Statutory Stock
Option Plan (the "Combined Plan") or the Company's 1995 Employees' Stock
Purchase Plan (the "1995 Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Combined Plan; (ii) the 1995 Plan; (iii) the Registration
Statement; (iv) the Certificate of Incorporation, as amended, of the Company;
(v) the By-laws of the Company; and (vi) such other documents as we have
deemed necessary and appropriate as a basis for the opinion set forth below.
In rendering our opinion set forth below, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant
hereto of all natural persons and, with respect to all parties to agreements
or instruments relevant hereto other than the Company, that such parties had
the requisite power and authority (corporate or otherwise) to execute,
deliver and perform such agreements or instruments, that such agreements or
instruments have been duly authorized by all requisite action (corporate or
otherwise) of such parties, executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates of officers of the Company and of public
officials.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, assuming full payment is made for the
Shares, when issued pursuant to the terms of the Combined Plan or the 1995 Plan,
the Shares will be validly issued, fully paid and non-assessable.
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Our opinions expressed above are limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Dated: May 1, 1998 Very truly yours,
/s/ Wildman, Harrold, Allen & Dixon
9
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EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
PC Quote, Inc.:
We consent to the use of our reports dated March 24, 1998, included in the PC
Quote, Inc., 1997 Annual Report on Form 10-K, incorporated by reference
herein, and to the reference to our firm under the heading "Experts" in the
Prospectus.
KPMG Peat Marwick LLP
Chicago, Illinois
April 27, 1998
10
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EXHIBIT 23.2
[McGLADREY & PULLEN, LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on
Form S-8 (Registration Nos. 33-62983 and 33-21108) of PC Quote, Inc. of our
report dated March 7, 1997, which includes an emphasis paragraph relating to
an uncertainty as to the Company's ability to continue as a going concern,
relating to the balance sheet of PC Quote, Inc. as of December 31, 1996, and
the related statements of operations, stockholders' equity, and cash flows
for each of the years in the two-year period ended December 31, 1996, which
report appears in the December 31, 1996, Annual Report on Form 10-K of PC
Quote, Inc.
/s/ McGladrey & Pullen, LLP
Schaumburg, Illinois
April 27, 1998
11
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EXHIBIT 24
POWER OF ATTORNEY
The undersigned directors and officers of PC QUOTE, INC. hereby
constitute and appoint Donald E. Figliulo, their true and lawful
attorney-in-fact and agent, for each of them and in their name, place and
stead, in any and all capacities (including without limitation, as Director
and/or principal Executive Officer, principal Financial Officer, principal
Accounting Officer or any other officer of the Company), to sign and execute
a registration statement on Form S-8 and any amendment or amendments,
including post-effective amendments thereto, for the registration under the
Securities Act of 1933, as amended, of up to 1,500,000 shares of common stock
of PC Quote, Inc. and does hereby grant unto said attorney-in-fact and agent
full power and authority to do and perform any and all acts and things
requisite and necessary to be done, and hereby ratifying and confirming all
that said attorney-in-fact and agent may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
1st day of May, 1998.
Signature
By: /s/ JIM R. PORTER Chairman of the Board and
----------------------- Chief Executive Officer
Jim R. Porter
By: /s/ JOHN E. JUSKA Chief Financial Officer
-----------------------
John E. Juska
By: /s/ LOUIS J. MORGAN Director
-----------------------
Louis J. Morgan
By: /s/ RONALD LANGLEY Director
-----------------------
Ronald Langley
By: /s/ JOHN R. HART Director
-----------------------
John R. Hart
By: /s/ TIMOTHY K. KRAUSKOPF Director
-----------------------
Timothy K. Krauskopf
12
