<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-13093
PC QUOTE, INC.
Incorporated in the State of Delaware FEIN 36-3131704
Principal Executive Offices:
300 South Wacker Drive, #300, Chicago, Illinois 60606
Telephone Number: (312) 913-2800
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.001 par Value
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
<PAGE>
PC QUOTE, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Net Revenues:
Services $ 17,119,372 $17,032,164 $11,417,388
Services-related party - - 1,974,594
------------ ----------- -----------
17,119,372 17,032,164 13,391,982
Direct cost of services 15,107,724 11,123,520 5,691,951
------------ ----------- -----------
2,011,648 5,908,644 7 ,700,031
------------ ----------- -----------
Operating costs and expenses:
Amortization of software
development costs 1,909,652 1,244,522 929,231
Research and development 873,579 706,618 558,671
Selling and marketing 3,593,696 3,078,384 2,267,798
General and administrative 3,408,770 3,836,950 2,384,336
Restructuring 1,146,677 - -
------------ ----------- -----------
10,932,374 8,866,474 6,140,036
------------ ----------- -----------
OPERATING INCOME (LOSS) (8,920,726) (2,957,830) 1,559,995
------------ ----------- -----------
Financial income (expenses):
Interest income 37,873 9,743 22,037
Interest expense (2,252,801) (143,618) (205,435)
------------ ----------- -----------
(2,214,928) (133,875) (183,398)
------------ ----------- -----------
INCOME (LOSS) BEFORE
INCOME TAXES (11,135,654) (3,091,705) 1,376,597
Income taxes (credits) 5,762 164,264 (135,642)
------------ ----------- -----------
NET INCOME (LOSS) ($11,141,416) ($3,255,969) $ 1,512,239
------------ ----------- -----------
------------ ----------- -----------
Basic net income (loss) per share ($1.33) ($0.45) $ 0.21
Diluted net income (loss) per share ($1.33) ($0.45) $ 0.21
</TABLE>
See Notes to Financial Statements.
F-5
<PAGE>
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
During the year ended December 31, 1997, Paul DiBiasio, resigned his
position in April. In July 1997, the Board of Directors elected Jim Porter,
the Company's newly appointed Chief Executive Officer, John Hart and Timothy
K. Krauskopf as directors to fill Board vacancies. The Board of Directors
elected William C. Floresch as a director on October 17, 1997; he
subsequently resigned effective March 12, 1998.
On July 17, 1997, the Board of Directors voted to expand the Board of
Directors to a range of between two (2) and seven (7) members. All such
directors were elected by the holders of shares of Common Stock.
Name, Age, and Principal Occupation Director Since
- ----------------------------------- --------------
Louis J. Morgan, 61 1980
Chairman of the Board of the Company from May 1984 until October 1997
when he resigned as Chairman. Mr. Morgan still remains as director.
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 NewYork 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.
Jim R. Porter, 57 1997
Chief Executive Officer of the Company since July 1997 and elected Chairman
of the Board in October of 1997. President and Chief Executive Officer of
New Century Investment Research & Management, Inc. since 1993. Associate of
Chicago Research & Trading, Inc., a commodity trading firm, from 1990 to
1993. From 1979 to May 1990, a Principal and Chief Executive Officer of
First Options of Chicago, Inc., a securities, futures and options clearing
firm, and a Partner of Spear Leeds & Kellogg, a specialist firm on the New
York Stock Exchange. Mr. Porter has been in the securities and futures
business since 1969 and has been a member of principal exchanges such as
the Chicago Board of Trade, the Chicago Mercantile Exchange and the Chicago
Board Options Exchange.
Ronald Langley, 53 1995
Chairman and director of publicly held PICO Holdings, Inc., since November
1996. 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 PICO Holdings, Inc., which acts as a
registered investment adviser, since 1995. Chairman and director of Global
Equity Corporation, an international investment company, since 1995. Since
1994 Mr. Langley served as Chairman of the Centurion Trust Company, a bank
specializing in custodian services. Member of the Board of Trustees of
United States International University since 1990, Chairman of the Budget
and Finance Committee and Vice-chairman since 1997.
<PAGE>
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT, CONTINUED
John R. Hart, 38 1997
Director, President and Chief Executive Officer of publicly held PICO
Holdings, Inc. since November 1996. President and Chief Executive Officer
of Physicians Insurance Company of Ohio, an insurance company, since 1995,
and director since 1993. President and Chief Executive Officer of Global
Equity Corporation, an international investment company, since 1995.
President of Quaker Holdings Limited, an investment company, since 1991.
Principal in Detwiler, Ryan & Company, Inc., an investment bank, from 1982
to 1991.
Timothy K. Krauskopf, 34 1997
Head of Information Services at the Field Museum of Natural History since
1997. Co-Founder in 1990, Director since 1993, Vice President of Research
and Development and Chief Technology Officer of publicly held Spyglass,
Inc., a software firm, from 1990 to 1997. Mr. Krauskopf has also served as
a Trustee of Northwestern University.
John Juska, 42
Chief Financial Officer of the Company since July 1997. Mr. Juska served as
Vice President and Chief Financial Officer for the Chicago Mercantile
Exchange from 1994 to July 1997. Between 1986 and 1994, Mr. Juska served in
various other positions for the Chicago Mercantile Exchange, including
Controller and Vice President of Finance. Mr. Juska also previously served
as Treasurer of CME Depository Trust Company and GFX Corporation, both
wholly-owned subsidiaries of the Chicago Mercantile Exchange, and as a
trustee of the CME Pension Trust.
The Company's Board of Directors has established an Audit Committee, a
Compensation Committee and an Incentive Stock Committee. Each of those
committees is comprised of all non-employee directors of the Company. Mr.
Langley and Tim Krauskopf serve on each. None of such committee members are
eligible to receive options under the Company's Option Plans.
During the year ended December 31, 1997, the Board of Directors held 10
meetings. Each of the directors attended, in person or by telephone, at least
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.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Position Age
- ------------------------------------------------------------------
<S> <C> <C>
Jim R. Porter Chairman/Chief Executive Officer 57
John E. Juska Chief Financial Officer 42
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the past three years of
(a) the Company's Chairman, Chief Executive Officer and Chief Financial
Officer, (b) the Company's former President and Chief Operating Officer (who
was employed by the Company from June 1996 to July 1997), (c) the Company's
former Vice President, Finance and Chief Financial Officer (who was employed
by the Company from July 1996 to July 1997).
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION, CONTINUED
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Awards
------------------- ------
Shares
Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jim Porter 1997 (2) -- 299,603 --
Chairman and Chief Executive Officer 1996 -- -- -- --
1995 -- -- -- --
John Juska (3) 1997 $ 38,820 -- 10,000 --
Chief Financial Officer 1996 -- -- -- --
1995 -- -- -- --
Louis J. Morgan .......................... 1997 $231,090 -- -- $ 15,813
Chairman of the Board, Chief Executive 1996 $251,562 $ 21,875 -- $ 13,752
Officer and Treasurer 1995 $241,896 -- 30,000 $ 13,419
Howard Meltzer (4) ....................... 1997 $220,606 -- -- --
President and Chief Operating Officer 1996 $106,571 $ 27,500 75,000 --
1995 -- -- -- --
Michael Press (5) ........................ 1997 $148,238 -- -- --
Vice President, Finance, Chief Financial 1996 $ 57,232 $ 5,450 25,000 --
Officer 1995 -- -- -- --
</TABLE>
(1) Represents the insurance premiums paid by the Company on life insurance
policies on which the named person's spouse is the beneficiary.
(2) Payment of Mr. Porter's minimum annual salary of $98,000 was deferred into
1998 pursuant to a deferred compensation agreement.
(3) Mr. Juska was employed by the Company in July of 1997. Represents amounts
paid by the Company from July 1997 through December 1997.
(4) Mr. Meltzer was employed by the Company from July 1996 through July 1997.
Represents amounts paid to Mr. Meltzer for all of 1997 and from June 1996
through December 1996.
(5) Mr. Press was employed by the Company from July 1996 through July 1997.
Represents amounts paid to Mr. Press for all of 1997 and from July 1996 through
December 1996.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION, CONTINUED
The following table shows the total number of Options granted to each of the
named persons during 1997 (both as the number of shares of Common Stock subject
to such Options and as a percentage of all Options granted to employees during
1997) and, for each of these grants, the exercise price per share of Common
Stock and option expiration date. On January 31, 1997 Mr. Meltzer was granted
75,000 Options, or 26.4% of total options granted during 1997, at an exercise
price per share of Common Stock of $2.50. Pursuant to Mr. Meltzer's severance
agreement the Options became immediately exercisable with an expiration date
of December 31, 1997. The Options expired and were cancelled on December 31,
1997. No SARs were granted in 1997.
OPTION/SAR GRANTS IN 1997 FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
% of Total Value at Assumed
Number of Securities Options Granted Annual Rates of
Underlying Options to Employees in Exercise or Price Appreciation
Name Granted (#) Fiscal Year Base Expiration for Option
Granted Price($/Sh) Date 5%(1) 10%(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jim Porter 149,802 23.5% $1.375 06/13/07 $ 83,701 $246,272
Jim Porter 149,801 23.5% $2.000 06/13/07 $ 36,363 $152,644
John Juska 10,000 1.6% $1.500 08/20/02 $ 4,144 $ 9,158
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at
the 5% appreciation and 10% appreciation rates for the full term of
the options as required by the SEC. The dollar amounts presented are not
intended to forecast possible future appreciation, if any, of the price of the
Common Stock.
The following table sets forth, for each of the named persons, the number of
shares they acquired on exercise of Options in 1997, 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 1997.
AGGREGATED OPTION/SAR EXERCISES IN 1997
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Shares Value of
Underlying Unexercised In
Unexercised -the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)(1)
Shares Acquired Value Realized ($) Exercisable/ Exercisable/
Name on Exercise(#) ------------------ Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Louis J. Morgan 10,000 5,000 48,500/10,000 0/0
</TABLE>
(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, 1997 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. Although
non-employee directors were entitled to compensation during 1997, no such
compensation was paid.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION, CONTINUED
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
Effective as of December 2, 1996, the 1989 Employment Agreement between the
Company and Mr. Morgan was replaced by a new Employment Agreement. Mr.
Morgan's new agreement provided for his continued employment by the Company
as Chairman of the Board of Directors at an annual salary of $251,000, an
amount equal to his base compensation in 1996. The Agreement expired
December 2, 1997 at which time Mr. Morgan was no longer entitled to
compensation other than that as a non-employee director. Mr. Morgan resigned
as Chairman on October 17, 1997.
In June 1997, the Company and Mr. Porter entered into an Employment Agreement
(the "Porter Agreement") which provided for (i) the employment of Mr. Porter as
the Chief Executive Officer of the Company, (ii) an annual base salary for Mr.
Porter of $98,000, subject to semi-annual review and adjustment by the Board of
Directors, and (iii) the granting to Mr. Porter of an option to purchase shares
of the Company's Common Stock up to a maximum amount of 5% of the outstanding
shares of the Company's Common Stock (the "Maximum Amount"). Pursuant to the
Porter Agreement, the Maximum Amount was to increase to 6.88% of the Company's
outstanding shares upon the occurrence of certain events. Vesting of the shares
up to the Maximum Amount was to occur according to certain quarterly
installments scheduled in the Porter Agreement. The exercise price for the
shares underlying the option granted was to be equal to the market price of the
Company's Common Stock as of June 14, 1997 or, in certain circumstances, be
$2.00 per share. The Porter Agreement also provided for accelerated vesting
upon a change in control of the Company.
In July 1997, the Company and Mr. Juska entered into an Employment Agreement
(the "Juska Agreement") which provided for (i) the employment of Mr. Juska as
the Chief Financial Officer of the Company, (ii) a minimum annual base salary
for Mr. Juska of $80,000, and (iii) the granting to Mr. Juska of an option to
purchase up to an aggregate of 10,000 shares of Common Stock at an exercise
price of $1.50 per share.
In July 1996, the Company and Mr. Meltzer entered into an Employment Agreement
(the "July 1996 Agreement"). It provided for (i) the employment of Mr. Meltzer
as President and Chief Operating Officer of the Company, (ii) a minimum annual
base salary of $190,000 for the three years beginning July 16, 1996 unless Mr.
Meltzer's employment was earlier terminated in accordance with the July 1996
Agreement, and (iii) the granting of certain stock options during its term.
Further, the July 1996 Agreement provided that upon termination of Mr. Meltzer's
employment under certain circumstances, Mr. Meltzer would be entitled to
additional compensation in an amount equal to his annual base salary. The July
1996 Agreement also contained confidentiality and non-compete provisions. In
July 1997 Mr. Meltzer ceased his employment with the Company and in lieu of the
July 1996 Agreement, entered into a severance agreement which provides, among
other things, that (i) Mr. Meltzer continue to receive semi-monthly through
March 31, 1998 payments equal to those previously made on his minimum annual
base salary of $190,000 as established in the July 1996 Agreement; (ii) Mr.
Meltzer continue to be eligible to participate in certain of the Company's
employee benefit plans for up to eighteen months, subject to earlier termination
upon Mr. Meltzer's subsequent employment; (iii) certain options to purchase up
to an aggregate of 125,000 shares of the Company's Common Stock which were
granted Mr. Meltzer pursuant to Employees' Stock Option Plan Agreements between
Mr. Meltzer and the Company dated July 16, 1997 and January 31, 1997 become
immediately exercisable and expire on December 31, 1997; (iv) the Company pay up
to $20,000 for outplacement services to be utilized by Mr. Meltzer; and (v) the
Company and Mr. Meltzer agree to comply with certain covenants relating to
confidentiality and mutual releases from liability and waivers of claims.
In July 1996, Michael Press commenced his employment as Vice President, Finance,
and Chief Financial Officer. On that date, Mr. Press entered into a letter
agreement with the Company (the "July 1996 Letter Agreement") which provided
that in the event his employment with the Company were to be terminated for any
reason he would receive an amount equal to one year of his compensation. In July
1997, Mr. Press ceased his employment with the Company and in lieu of the July
1996 Letter Agreement, entered into a settlement agreement which provides, among
other things, that (i) Mr. Press continue to receive semi-monthly through March
31, 1998 his base salary of $135,000 as established in the July 1996 Letter
Agreement; (ii) Mr. Press continue to be eligible to participate in certain of
the
<PAGE>
Company's employee benefit plans for up to twelve months, subject to earlier
termination upon Mr. Press's subsequent employment; (iii) all options granted
Mr. Press pursuant to his Employees' Stock Option Plan Agreement with the
Company dated July 29, 1996 become immediately exercisable and expire July 30,
2001; and (iv) the Company and Mr. Press agree to comply with certain covenants
relating to confidentiality and mutual releases from
liability and waivers of claims.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 31, 1997 regarding the
beneficial ownership of shares of the Common Stock of the Company by each
director and by all current directors and executive officers as a group.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Beneficial Ownership
of Shares of Percent
Name Common Stock of Class
---- ------------ --------
- ----------------------------------------------------------------------
<S> <C> <C>
Louis J. Morgan (1) 368,132 2.9%
- ----------------------------------------------------------------------
Ronald Langley (2) 4,960,432 31.7%
- ----------------------------------------------------------------------
John Hart (2) 4,960,432 31.7%
- ----------------------------------------------------------------------
Jim R. Porter (3) 376,283 3.0%
- ----------------------------------------------------------------------
All Directors and Officers as a
Group (6 persons) (1) (2) (3) (4) 5,718,274 36.5%
- ----------------------------------------------------------------------
</TABLE>
(1) Does not include 217,800 shares of Common Stock held by Mr. Morgan's
spouse, as to which shares Mr. Morgan disclaims any voting or investment
power. Includes 48,500 shares of Common Stock which may be acquired upon
exercise of exercisable options.
(2) Mr. Langley, a Director of the Company since 1995, is a Director of PICO
Holdings, Inc. ("Holdings"). Mr. Hart, a Director of the Company since July
1997, is President and Chief Executive Officer of Holdings. As such Mr.
Langley and Mr. Hart each may be deemed to beneficially own the 4,960,432
shares of Common Stock of the Company beneficially owned by Holdings. This
number of shares deemed beneficially owned includes 1,600,000 shares of Common
Stock which are issuable to Physicians Insurance Company of Ohio, a
wholly-owned subsidiary of Holdings, upon conversion of a Convertible
Subordinated Debtenture and 1,269,032 shares of Common Stock upon exercise of
Common Stock Purchase Warrants issued to Holdings in connection with various
Company financings. Such shares are deemed outstanding for computing the
percentage beneficially owned by Holdings, but are not deemed outstanding for
computing the percentage beneficially owned by any other person. See "Principal
Stockholders." Mr. Langley and Mr. Hart each disclaim beneficial ownership of
these shares within the meaning of 13d-3 of the Securities and Exchange Act
of 1934.
(3) Includes 299,603 shares of Common Stock which may be acquired upon
execrise of presently exercisable options.
(4) Includes 358,103 shares of Common Stock which may be acquired upon
exercise of presently exercisable options.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of March 31, 1998 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 of Beneficial Owner Beneficial Ownership of Shares Percent of Class
- ------------------------------------ ------------------------------ -----------------
<S> <C> <C>
Wexford Management LLC 2,511,051--Direct 19.3%
<PAGE>
411 West Putnum Avenue
Greenwich, Connecticut 06830
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 14, 1996, the Company entered into an agreement (the "Debenture
Agreement") with Physicians Insurance Company of Ohio ("PICO"), a wholly owned
subsidiary of PICO Holdings, Inc. ("Holdings"), which then owned approximately
30% of the Company's outstanding shares of Common Stock. Pursuant to the
Debenture Agreement, PICO invested $2.5 million in the Company in exchange for
the "Debenture" in the principal amount of $2.5 million with interest at 1% over
prime. PICO made the investment and the Debenture was issued on December 2,
1996.
On May 5, 1997, the Company and Holdings entered into a Loan and Security
Agreement (the "Loan Agreement"), under which Holdings agreed to make a secured
loan to the Company in an aggregate principal amount of up to $1.0 million at a
fixed rate equal to 14% per annum. In connection with the Loan Agreement, the
Company and PICO entered into a First Amendment to the Debenture and Debenture
Agreement pursuant to which the terms of the Debenture were restructured.
Also on May 5, 1997, in consideration of the loan by Holdings to the
Company, the Company issued a Common Stock Purchase Warrant (the "Warrant") to
Holdings entitling Holdings to purchase a minimum of 640,000 shares of the
Company's Common Stock. The Warrant expires on April 30, 2000. In lieu of
exercising the Warrant for cash, Holdings may elect to receive shares of the
Company's Common Stock equal to the "value" of the Warrant determined in
accordance with a formula specified in the Warrant.
In August 1997, the Company and Holdings agreed to amend the Loan Agreement
and related documents to increase the amount of the secured loan from Holdings
to the Company from $1.0 million up to $2.0 million. In connection with the
increase of the loan amount pursuant to such amendment, the Company granted
Holdings an additional Common Stock Purchase Warrant for a minimum of 500,000
shares of the Company's Common Stock.
On September 22, 1997 the Company and Holdings executed a second amendment
to the Loan Agreement to further increase the amount of the secured loan from
Holdings to the Company from $2.0 million to $2.25 million. The terms of the
Loan Agreement otherwise remained substantially the same, except that the
maturity date was extended to December 31, 1997. In consideration of the
amendment to the Loan Agreement, the Company granted Holdings another Common
Stock Purchase Warrant for up to 129,032 shares of Common Stock.
On December 30, 1997 the Company and Holdings executed a third amendment to
the Loan Agreement extending the maturity date of the loan to January 31, 1998.
No further warrants were issued in connection with the third amendment to the
loan agreement.
<PAGE>
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The financial statements of the Company filed herewith are included in Item 8 of
this Report.
2. Financial Statement Schedules
The financial statement schedule for the valuation and qualifying accounts is
included in Item 8 of this report.
(b) REPORTS ON FORM 8-K:
No Reports on Form 8-K were filed by the Company during the fourth quarter of
the period covered by this report.
(c) EXHIBITS
3(a) Articles of Incorporation of Company, incorporated by reference to
Appendix B of Company's Proxy Statement dated July 2, 1987.
3(b) By-laws of the Company, as amended and restated, incorporated by
reference to Exhibit 3(b) to Company's Annual Report on Form 10-K
for the year ended December 31, 1987.
3(c) Certificate of Amendment, dated as of October 22, 1997, to Company's
Certificate of Incorporation, incorporated by reference to Exhibit
4.12 of the Company's Report on Form 10-Q for the quarter ended
September 30, 1997.
4(a) Specimen Common Share Certificate of the Company, incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement on
Form S-18, Commission File No. 2-90939C.
4(b) $2,500,000 Convertible Subordinated Debenture due 2001 issued by the
Company to Physicians Insurance Company of Ohio, Inc., incorporated
by reference to Exhibit 4(b) to Company's Annual Report on Form 10-K
for the year ended December 31, 1996.
4(c) Form of First Amendment to Convertible Subordinated Debenture and
Debenture Agreement, incorporated by reference to Exhibit 10.2 of
the Company's Report on Form 10-Q for the quarter ended June 30,
1997.
4(d) Form of Loan and Security Agreement dated as of May 5, 1997 between
the Company and PICO Holdings, Inc., incorporated by reference to
Exhibit 10.1 of the Company's Report on Form 10-Q for the quarter
ended June 30, 1997.
4(e) Form of Promissory Note made by the Company to the order of PICO
Holdings, Inc., incorporated by reference to Exhibit 10.4 of the
Company's Report on Form 10-Q for the quarter ended June 30, 1997.
4(f) Form of Common Stock Purchase Warrant for 640,000 shares of the
Company's Common Stock issued to PICO Holdings, Inc., incorporated
by reference to Exhibit 10.3 of the Company's Report on Form 10-Q
for the quarter ended June 30, 1997.
4(g) Form of First Amendment to Loan and Security Agreement dated as of
August 8, 1997 between the Company and PICO Holdings, Inc.,
incorporated by reference to Exhibit 10.5 of the Company's Report on
Form 10-Q for the quarter ended June 30, 1997.
PART IV - ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED
<PAGE>
4(h) Form of Common Stock Purchase Warrant for 500,000 shares of the
Company's Common Stock issued to PICO Holdings, Inc., incorporated
by reference to Exhibit 10.6 of the Company's Report on Form 10-Q
for the quarter ended June 30, 1997.
4(i) Form of Second Amendment to Loan and Security Agreement dated as of
September 22, 1997 between the Company and PICO Holdings, Inc.,
incorporated by reference to Exhibit 10.1 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(j) Form of Common Stock Purchase Warrant for 129,032 shares of the
Company's Common Stock issued to PICO Holdings, Inc., incorporated
by reference to Exhibit 4.1 of the Company's Report on Form 10-Q for
the quarter ended September 30, 1997.
4(k) Form of Stock And Warrant Purchase Agreement dated as of October 15,
1997 between the Company and Imprimis Investors LLC and Wexford
Spectrum Investors LLC, incorporated by reference to Exhibit 10.2 of
the Company's Report on Form 10-Q for the quarter ended September
30, 1997.
4(l) Form of Common Stock Purchase Warrant for 350,000 shares of the
Company's Common Stock issued to Imprimis Investors LLC,
incorporated by reference to Exhibit 4.2 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(m) Form of Common Stock Purchase Warrant for 150,000 shares of the
Company's Common Stock issued to Wexford Spectrum Investors LLC,
incorporated by reference to Exhibit 4.3 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(n) Form of Common Stock Purchase Warrant for 101,500 shares of the
Company's Common Stock issued to Imprimis Investors LLC,
incorporated by reference to Exhibit 4.4 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(o) Form of Common Stock Purchase Warrant for 43,500 shares of the
Company's Common Stock issued to Wexford Spectrum Investors LLC,
incorporated by reference to Exhibit 4.5 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(p) Form of Common Stock Purchase Warrant for 38,500 shares of the
Company's Common Stock issued to Imprimis Investors LLC,
incorporated by reference to Exhibit 4.6 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(q) Form of Common Stock Purchase Warrant for 16,500 shares of the
Company's Common Stock issued to Wexford Spectrum Investors LLC,
incorporated by reference to Exhibit 4.7 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(r) Form of Common Stock Purchase Warrant for 175,000 shares of the
Company's Common Stock issued to Imprimis Investors LLC,
incorporated by reference to Exhibit 4.8 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(s) Form of Common Stock Purchase Warrant for 75,000 shares of the
Company's Common Stock issued to Wexford Spectrum Investors LLC,
incorporated by reference to Exhibit 4.9 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(t) Form of Common Stock Purchase Warrant for 35,000 shares of the
Company's Common Stock issued to Imprimis Investors LLC,
incorporated by reference to Exhibit 4.10 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
PART IV - ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED
<PAGE>
4(u) Form of Common Stock Purchase Warrant for 15,000 shares of the
Company's Common Stock issued to Wexford Spectrum Investors LLC,
incorporated by reference to Exhibit 4.11 of the Company's Report on
Form 10-Q for the quarter ended September 30, 1997.
4(v) Form of Third Amendment to Loan and Security Agreement dated as of
December 30, 1997 between the Company and PICO Holdings, Inc.,
located after the Financial Statements of this report.
4(w) Form of Fourth Amendment to Loan and Security Agreement dated as of
February 5, 1998 between the Company and PICO Holdings, Inc.,
located after the Financial Statements of this report.
4(x) Form of Fifth Amendment to Loan and Security Agreement dated as of
March 10, 1998 between the Company and PICO Holdings, Inc., located
after the Financial Statements of this report.
10(a) Vendor Agreement with the Option Price Reporting Authority,
incorporated by reference to Exhibit 10.4 of Company's Registration
Statement on Form S-18, Commission File No. 2-90939C.
10(b) Vendor Agreement with the New York Stock Exchange, Inc.,
incorporated by reference to Exhibit 10.5 of Company's Registration
Statement on Form S-18, Commission File No. 2-90939C.
10(c) Vendor Agreements with the National Association of Securities
Dealers, Inc. incorporated by reference to Exhibit 10(d) of
Company's Annual Report on Form 10-K for the year ended December 31,
1989.
10(d) Form of Employee Non-Disclosure Agreement, incorporated by reference
to Exhibit 10.10 of Company's Registration Statement on Form S-18,
Commission File No. 2-90939C.
10(e) Amended and Restated PC Quote, Inc. Employees' Combined Incentive
and Non-Statutory Stock Option Plan, incorporated by reference to
Appendix E to Company's Proxy Statement dated July 2, 1987 and
Company's Proxy Statement dated September 15, 1997.
10(f) Lease regarding office space at 50 Broadway, New York City, dated
January 31, 1987, as amended by First Amendatory Agreement dated May
18, 1987, by and between Company and 50 Broadway Joint Venture,
incorporated by reference to Exhibit 10(y) to Company's Annual
Report on Form 10-K for the year ended December 31, 1987.
10(g) Satellite Service Agreement dated June 12, 1991 between Company and
Space Com Systems, Inc. incorporated by reference to Exhibit 10(r)
to Company's Annual Report on Form 10-K for the year ended December
31, 1991.
10(h) Amendment to satellite service agreement dated September 6, 1991
between Company and SpaceCom Systems, Inc. incorporated by reference
to Exhibit 10(s) to Company's Annual Report on Form 10-K for the
year ended December 31, 1991.
10(i) Amendment to point-to-multipoint satellite network service agreement
dated November 22, 1989 between Company and GTE SpaceNet Satellite
Services Corporation incorporated by reference to Exhibit 10(v) to
Company's Annual Report on Form 10-KSB for the year ended December
31, 1992.
10(j) Amendment to satellite service agreement dated October 4, 1993
between Company and SpaceCom Systems, Inc. incorporated by reference
to Exhibit 10(z) to Company's Annual Report on Form 10-KSB for the
year ended December 31, 1993.
<PAGE>
PART IV - ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED
10(k) Satellite Service Agreement dated September 15, 1994 between Company
and SpaceCom Systems, Inc. incorporated by reference to Exhibit
11(a) to Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
10(l) Satellite Service Agreement dated October 15, 1993 between Company
and SpaceCom Systems, Inc. incorporated by reference to Exhibit
11(b) to Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
10(m) Satellite Service Agreement dated June 1, 1993 between Company and
SpaceCom Systems, Inc. incorporated by reference to Exhibit 11(b) to
Company's Annual Report on Form 10-K for the year ended December 31,
1994.
10(n) Vendor Agreement with Global Information Systems Inc. incorporated
by reference to Exhibit 11(d) of Company's Annual Report on Form
10-K for the year ended December 31, 1994.
10(o) Lease regarding office space at 300 South Wacker Drive, Chicago,
Illinois dated June 1, 1994, by and between Company and Markborough
300 WJ Limited Partnership, incorporated by reference to Exhibit
11(e) to Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994.
10(p) Agreement dated November 14, 1996 between the Company and Physicians
Insurance Company of Ohio, Inc., incorporated by reference to
Exhibit 10(p) to Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
10(q) Employment agreement dated July 16, 1996 between the Company and
Howard Meltzer, incorporated by reference to Exhibit 10(q) to
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
10(r) Employment agreement dated December 2, 1996 between the Company and
Louis J. Morgan, incorporated by reference to Exhibit 10(r) to
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PC QUOTE, INC.
By:
/s/ JIM R. PORTER
---------------------------
Jim R. Porter, Chairman of the Board and
Chief Executive Officer
By:
/s/ JOHN E. JUSKA
---------------------------
John E. Juska, Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
/s/ JIM R. PORTER
- ----------------------------------
Jim R. Porter, Chairman of the Board and
Chief Executive Officer
April 30, 1998
/s/ JOHN R. HART
- ----------------------------------
John R. Hart, Director
April 30, 1998
- ----------------------------------
Timothy K. Krauskopf , Director
April 30, 1998
/s/ RONALD LANGLEY
- ----------------------------------
Ronald Langley, Director
April 30, 1998
/s/ LOUIS J. MORGAN
- ----------------------------------
Louis J. Morgan, Director
April 30, 1998
