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As filed with the Securities and Exchange Commission on January 11, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 18, 1998
PC QUOTE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13093 36-3131704
(State or other jurisdiction of (Commission Filel Number) (I.R.S Employer
incorporation or organization) Identification No.)
300 South Wacker Drive, Suite 300, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(312) 913-2800
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ITEM 5. OTHER EVENTS
A) DEBT TO EQUITY CONVERSION
On December 17, 1998, the stockholders of PC Quote approved an agreement
to convert $6.7 million of PC Quote debt owned by PICO Holdings, Inc. and its
affiliate, Physicians Insurance Company of Ohio, into convertible preferred
stock and a warrant to purchase common stock.
On December 18, 1998, PC Quote completed the conversion of the $6.7
million debt, and issued:
(a) 19,075 shares of its Series A preferred stock, convertible
into a minimum of 1,907,500 shares of common stock, to
Physicians Insurance Company of Ohio;
(b) 28,791 shares of its Series B preferred stock, convertible
into a minimum of 2,879,100 shares of common stock, to PICO
Holdings, Inc.; and
(c) a warrant expiring April 30, 2005 to purchase up to
3,106,163 shares of common stock at $1.575 per share (subject
to anti-dilution adjustment), to PICO Holdings, Inc.
In addition, PC Quote extended the expiration date of warrants to purchase
949,032 shares of common stock previously acquired by PICO Holdings, Inc. to
April 30, 2005.
Prior to the conversion of such $6.7 million debt, PICO Holdings, Inc.
and Physicians Insurance Company of Ohio beneficially owned an aggregate of
approximately 30.9% of PC Quote's then outstanding common stock. After the
completion of the transactions described in this current report, PICO
Holdings, Inc. and Physicians Insurance Company of Ohio beneficially own an
aggregate of approximately 48.8% of PC Quote's presently outstanding common
stock.
B) PRIVATE PLACEMENT OF COMMON STOCK
On December 30, 1998, PC Quote issued to three investors in a private
placement for $1.0 million in cash:
(a) 640,000 shares of common stock at $1.5625 per share; and
(b) warrants expiring December 30, 2001 to purchase up to 320,000
shares of common stock at $1.875 per share (subject to
anti-dilution adjustment).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, PC
Quote has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PC QUOTE, INC.
Date: January 11, 1999 By: /s/ JOHN E. JUSKA
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John E. Juska,
Chief Financial Officer
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