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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2000
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HYPERFEED TECHNOLOGIES, 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
(312) 913-2800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
1999 COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
(Full title of the plan)
JIM R. PORTER, CHIEF EXECUTIVE OFFICER
HYPERFEED TECHNOLOGIES, 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)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock
($.001 Par Value) 1,000,000 $2.6719 $ 2,671,900 $705
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(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, based on the average of the high and low prices of HyperFeed
Technologies, Inc. common stock as reported on the Nasdaq National Market
on November 6, 2000.
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 plan described herein.
<PAGE>
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 statement on Form S-8 which is currently effective:
Registration No. 33-87801 filed with the Commission on September 24, 1999
(the "1999 Registration Statement"), relating to the 1999 Combined Incentive
and Non-Statutory Stock Option Plan (the "1999 Plan") of HyperFeed
Technologies, Inc., formerly PC Quote, Inc. (the "Company"). The contents of
the 1999 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 previously filed by HyperFeed Technologies,
Inc. (the "Company") with the Commission are incorporated by reference in this
Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(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;
(c) the description of the Company's Common Stock contained in the
Company's registration statement on Form S-2/A filed with the
Commission on November 20, 1997, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters 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
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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ITEM 8. EXHIBITS
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EXHIBIT NO. DESCRIPTION
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4.1 Articles of Incorporation of the Company (incorporated by
reference to Appendix B of the Company's Proxy Statement
dated July 2, 1987).
4.2 Certificate of Amendment, dated as of October 22, 1997, to
the 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).
4.3 Certificate of Amendment, dated as of December 18, 1998, to
the Company's Certificate of Incorporation (incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998).
4.4 Certificate of Amendment, dated as of June 18, 1999, to the
Company's Certificate of Incorporation (incorporated by
reference to the Company's Form 8-A filed with the
Commission on September 17, 1999).
4.5 Bylaws of the Company, as amended and restated (incorporated
by reference to Exhibit 3(b) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1987).
4.6 1999 Combined Incentive and Non-Statutory Stock Option Plan
(incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-8 filed with the Commission
on September 24, 1999, No. 33-87801).
4.7 Amendment No. 1 to 1999 Combined Incentive and Non-Statutory
Stock Option Plan.
5 Opinion of Wildman, Harrold, Allen & Dixon
23.1 Consent of KPMG LLP
23.2 Consent of Wildman, Harrold, Allen & Dixon (included in
Exhibit 5)
24 Power of Attorney (included in the signature page of the
Registration Statement)
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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 November 6, 2000.
HYPERFEED TECHNOLOGIES, INC.
By /s/ JIM R. PORTER
-----------------------------------
Jim R. Porter
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jim R. Porter and John E. Juska,
or either of them, as his attorney-in-fact and agents, with full power of
substitution for him and in his 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 this Registration Statement on Form S-8 and
any amendment or amendments, including post-effective amendments thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents 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.
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.
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Signature Title Date
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By: /s/ JIM R. PORTER Chairman of the Board November 6, 2000
-------------------------- and Chief Executive
Jim R. Porter Officer
By: /s/ JOHN E. JUSKA Chief Financial Officer November 6, 2000
-------------------------- and Principal Accounting
John E. Juska Officer
By: /s/ JOHN L. BORLING Director November 6, 2000
--------------------------
John L. Borling
By: /s/ JOHN R. HART Director November 6, 2000
--------------------------
John R. Hart
By: /s/ CHARLES HENRY Director November 6, 2000
--------------------------
Charles Henry
By: /s/ KENNETH J. SLEPICKA Director November 6, 2000
--------------------------
Kenneth J. Slepicka
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4.1 Articles of Incorporation of the Company (incorporated by
reference to Appendix B of the Company's Proxy Statement
dated July 2, 1987).
4.2 Certificate of Amendment, dated as of October 22, 1997, to
the 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).
4.3 Certificate of Amendment, dated as of December 18, 1998, to
the Company's Certificate of Incorporation (incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998).
4.4 Certificate of Amendment, dated as of June 18, 1999, to the
Company's Certificate of Incorporation (incorporated by
reference to the Company's Form 8-A filed with the
Commission on September 17, 1999).
4.5 Bylaws of the Company, as amended and restated (incorporated
by reference to Exhibit 3(b) of the Company's Annual Report
on Form 10-K for the year ended December 31, 1987).
4.6 1999 Combined Incentive and Non-Statutory Stock Option Plan
(incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-8 filed with the Commission
on September 24, 1999, No. 33-87801).
4.7 Amendment No. 1 to 1999 Combined Incentive and Non-Statutory
Stock Option Plan.
5 Opinion of Wildman, Harrold, Allen & Dixon
23.1 Consent of KPMG LLP
23.2 Consent of Wildman, Harrold, Allen & Dixon (included in
Exhibit 5)
24 Power of Attorney (included in the signature page of the
Registration Statement)
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