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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 2000
REGISTRATION NO. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
HYPERFEED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 6200 36-3131704
(State or other (Primary Standard Industrial (I.R.S Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
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)
JIM R. PORTER, CHIEF EXECUTIVE OFFICER
HYPERFEED TECHNOLOGIES, INC.
300 SOUTH WACKER DRIVE, SUITE 300
CHICAGO, ILLINOIS 60606
(312) 913-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE FEE
- ------------------------------- ---------------- -------------------------- ------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 495,000 (1) $4.71875 (2) $2,335,781 (2) $617
- ------------------------------- ---------------- -------------------------- ------------------------- ----------------
</TABLE>
(1) Includes: (i) 330,000 outstanding shares of common stock; and (ii)
165,000 shares of common stock, representing shares issuable upon the
exercise of outstanding common stock purchase warrants.
(2) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457 of the Securities Act of 1933 and based upon
the average of the high and low sales prices for HyperFeed Technologies
common stock on December 31, 1999, a date within five (5) days prior to
the date of initial filing of this registration statement, as reported
on the Nasdaq National Market.
HyperFeed Technologies hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
If, as a result of stock splits, stock dividends or similar
transactions, or by reason of changes in the conversion price of the preferred
stock, the number of securities purported to be registered on this registration
statement increases, the provisions of Rule 416 shall apply, and this
registration statement shall be deemed to cover any such additional shares of
common stock.
================================================================================
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SUBJECT TO COMPLETION, DATED JANUARY 7, 2000
PROSPECTUS
HYPERFEED TECHNOLOGIES , INC.
495,000 SHARES OF COMMON STOCK
--------------------------
These shares may be offered and sold from time to time by three of
HyperFeed's security holders, David Horberg, Howard Todd Horberg, and Wildman,
Harrold, Allen & Dixon. The shares that may be offered and sold in reliance on
this prospectus consist of the following:
- 330,000 shares of common stock; and
- 165,000 shares of common stock issuable to the three investors upon
exercise of warrants expiring November 30, 2001 to purchase our common
stock at $7.50 per share.
We issued the shares of common stock, and warrants to acquire shares of
common stock on November 30, 1999 in separate private placements in exchange for
$1,350,000 and in lieu of a $300,000 cash payment by us to Wildman, Harrold,
Allen & Dixon for legal fees for services previously rendered to us.
The security holders will receive all of the proceeds and will pay all
underwriting discounts and selling commissions, if any, from the sale of the
shares.
--------------------------
Our common stock is traded on the Nasdaq National Market under the
symbol "HYPR." On December 31, 1999, the last reported sale price of the common
stock on the Nasdaq National Market was $4.625 per share.
We have experienced significant operating losses, which have adversely
affected our current results of operations and liquidity. These conditions raise
doubt about our ability to continue as a going concern.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
You should read the entire prospectus carefully before you make your
investment decision. You should rely only on the information contained in
this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. The selling
security holders are offering to sell, and seeking offers to buy, shares of
HyperFeed Technologies common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of the shares.
--------------------------
The SEC and state regulatory authorities have not approved or
disapproved these securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
--------------------------
The date of this prospectus is ________, 2000
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling security holders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. The
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
<PAGE>
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, AND THE OTHER
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
DECIDING WHETHER TO BUY OUR COMMON STOCK. THESE FACTORS MAY CAUSE ACTUAL
RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY
FORWARD-LOOKING STATEMENTS WE MADE IN THIS PROSPECTUS.
WE HAVE EXPERIENCED RECENT OPERATING LOSSES AND MAY NOT OPERATE
PROFITABLY IN THE FUTURE.
We incurred a net loss of $6.0 million for the nine months ended
September 30, 1999. We may continue to incur operating losses, which could
hinder our ability to operate our current business. As of September 30, 1999, we
had an accumulated deficit of approximately $33.6 million. These conditions
raise doubt about:
- our ability to continue as a going concern
- our ability to operate profitably in the future.
IF WE ARE NOT ABLE TO GENERATE A POSITIVE CASH FLOW, WE MAY REQUIRE
ADDITIONAL FINANCING TO CONTINUE AS A GOING CONCERN, WHICH MAY NOT BE READILY
AVAILABLE OR AVAILABLE ON FAVORABLE TERMS TO US.
If generated cash flow is not sufficient to fund operations, we may
have to raise additional capital externally. We have explored, and continue to
explore, multiple alternatives that may be available for the purpose of
enhancing stockholder value. These alternatives include a merger, a spin-off or
sale of part of our business, a strategic relationship or joint venture with
another technology or financial services firm and future equity financings.
There can be no assurances, however, that we will conclude a transaction. If we
are unable to raise necessary additional capital, we may be materially adversely
affected and may not be able to continue as a going concern. In addition, any
capital raised through an equity financing could be costly to us and dilutive to
our stockholders.
TWO OF OUR PRINCIPAL STOCKHOLDERS ARE IN A POSITION TO CONTROL MATTERS
REQUIRING STOCKHOLDER VOTE, WHICH MAY IMPAIR INVESTORS FROM REALIZING MAXIMUM
RETURNS ON THEIR INVESTMENT IN OUR COMPANY.
As of the date of this prospectus, two of our principal stockholders,
PICO Holdings, Inc. and its wholly-owned subsidiary Physicians Insurance Company
of Ohio, own or have the right to acquire approximately 45.9% of our shares of
common stock that would be outstanding after they exercised their rights to
acquire additional shares. They are in a position to control the outcome of
matters requiring a stockholder vote, including the election of directors. Such
control could have the effect of discouraging, or making more difficult, an
unsolicited acquisition of us by means of a tender offer, a proxy contest or
otherwise, even though an unsolicited acquisition could have resulted in our
stockholders receiving a premium for their shares or be otherwise economically
beneficial to them.
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OUR AGREEMENTS WITH EXCHANGES, ENTITLING US TO RECEIVE INFORMATION
WHICH IS NECESSARY FOR US TO CONDUCT OUR BUSINESS, COULD BE TERMINATED.
We have agreements in place with the following exchanges, which permit
us to gather the information we need for our services:
- Canadian/Toronto;
- Chicago Board Options Exchange;
- Chicago Board of Trade/Mid America Commodity Exchange;
- Chicago Mercantile Exchange;
- Commodity Exchange Order;
- Kansas City Board of trade;
- Minneapolis Grain Exchange;
- NASDAQ;
- New York Mercantile Exchange/Commodity Exchange;
- New York Stock Exchange/American Stock Exchange; and
- Options Price Reporting Authority.
Our agreement with NASDAQ expires on August 2nd of each year, with
automatic one-year renewals. However, either party may terminate the agreement,
for any reason whatsoever, upon 90-days written notice. Our agreements with all
of the other exchanges listed above have a perpetual duration. However, each of
those agreements may be terminated, for any reason whatsoever, upon 30-days
written notice. All of our agreements with the exchanges listed above may be
terminated by such exchanges if any of the following events occur:
- non-payment of amounts due;
- inadequate control systems over dissemination of data; or
- failure to report the proper number of our subscribers.
The termination, expiration or non-renewal of any of these agreements
could inhibit our ability to provide high quality services to our clients and
have a material adverse effect upon our business, financial condition and
results of operations.
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WE RELY ON A SOFTWARE LICENSING AGREEMENT WHICH COULD BE TERMINATED OR
ALLOWED TO EXPIRE.
A significant software application, PCQuote 6.0 RealTick, is licensed
by us from an unaffiliated third party. The termination of the license agreement
by the unaffiliated third party could have a material adverse effect on our
business, financial condition and results of operations. The license agreement
is for an initial term ending December 4, 2000 and provides for automatic
one-year renewals unless terminated by delivering ninety days notice prior to
the renewal date.
WE RELY HEAVILY ON EXECUTIVE OFFICERS WHO DO NOT HAVE EMPLOYMENT
CONTRACTS.
Our success is highly dependent upon the efforts and abilities of our
executive officers, particularly Mr. Jim Porter, our Chief Executive Officer and
Chairman of our Board of Directors, and Mr. John E. Juska, our Chief Financial
Officer. The loss of services of one or more of our executive officers for any
reason could have a material adverse effect upon our business, financial
condition and results of operations. Although our executive officers have
entered into agreements with us which contain nondisclosure covenants, those
agreements do not guarantee their continued employment with us.
OUR CHIEF EXECUTIVE OFFICER WILL DEVOTE ONLY ONE-HALF OF HIS BUSINESS
TIME TO US, LIMITING HIS AVAILABILITY TO US.
Mr. Porter, our Chief Executive Officer and Chairman of our Board of
Directors, will devote one-half of his business time to our business and the
other half to the business of PCQuote.com, our majority-owned subsidiary. This
limitation on Mr. Porter's availability could impact our ability to expand our
operations and develop our business.
WE COMPETE WITH CORPORATIONS WHO HAVE GREATER FINANCIAL, TECHNICAL AND
MONETARY RESOURCES THAN WE DO, WHICH COULD RESULT IN ADDITIONAL PRICING
PRESSURES ON US AND REDUCE OUR PROFITABILITY.
Competition for the on-line provision of financial information through
services and software applications similar to ours is intense. Such competition
may impose additional pricing pressures on us. We believe our primary
competitors include Bridge Information Systems, Bloomberg, the Comstock unit of
Standard & Poors, the ILX unit of Thomson Corporation, Reuters and Data
Broadcasting Corporation. Many of these competitors have significantly greater
financial, technical and marketing resources and greater name recognition than
we do. There can be no assurance that we will be able to compete successfully
with our existing competitors or with any new competitors.
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OUR SUBSCRIPTION CONTRACTS FOR SERVICES AND SOFTWARE APPLICATIONS MAY
SUBJECT US TO LITIGATION, WHICH MAY BE COSTLY FOR US TO DEFEND.
Many of our subscription contracts are for services and software
applications which are critical to the operations of our customers' businesses.
The failure or inability to deliver services and software to our customers'
satisfaction could have a material adverse effect on their operations and could
consequently subject us to litigation. Any litigation could cause us to incur
legal fees and use management resources, which could have a material adverse
effect on our business, financial condition and results of operations.
WE MAY NOT BE ABLE TO KEEP IN PACE WITH CONTINUING CHANGES IN
INFORMATION PROCESSING TECHNOLOGY, EVOLVING INDUSTRY STANDARDS AND CLIENT
PREFERENCES.
The information industry has experienced and is continuing to
experience rapid technological advances and developments. We are actively
engaged in research and development activities to try to meet our clients'
needs and preferences. There can be no assurance that we will be successful
in addressing technological advances and developments on a timely basis or
that, if addressed, we will be successful in the marketplace. A delay or
failure to address technological advances and developments could have a
material adverse effect on our results of operations. In addition, there can
be no assurance that technologies developed by others will not render our
services noncompetitive or obsolete.
OUR SOFTWARE MAY INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS,
WHICH MAY SUBJECT US TO LITIGATION.
We believe that our services and software applications do not infringe
upon the intellectual property rights of others and that we have all rights
necessary to utilize the intellectual property employed in our business.
However, we are subject to the risk of litigation alleging infringement of
third-party intellectual property rights. We typically license the software we
develop for use by our customers, and we generally agree to indemnify our
customers against potential third-party intellectual property rights claims. Any
claims could require us to:
- spend significant sums in litigation;
- pay damages;
- develop non-infringing intellectual property; and/or
- acquire licenses to the intellectual property which is the subject of
asserted infringement.
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OUR ANTI-TAKEOVER PROVISIONS MAY NOT BE IN THE BEST INTERESTS OF OUR
STOCKHOLDERS.
Our Certificate of Incorporation and By-laws, the Delaware General
Corporation Law and the Exchange Act contain certain provisions that could have
the effect of discouraging or making more difficult the acquisition of us by
means of a tender offer, a proxy contest or otherwise, even though an
acquisition might be economically beneficial to our stockholders.
Our anti-takeover provisions include:
- only the Board of Directors or an authorized special committee of
the Board of Directors may call meetings of stockholders; and
- stockholders must comply with certain advance notice procedures to
nominate candidates for election as directors and to submit
proposals for consideration at stockholders' meetings.
These provisions may make the removal of management more difficult,
even in cases where such removal would be favorable to the interests of our
stockholders.
A DECREASE IN THE ACTIVITY IN FINANCIAL MARKETS COULD NEGATIVELY AFFECT
OUR SUBSCRIPTION REVENUE, WHICH WOULD REDUCE OUR PROFITABILITY.
Our revenue is derived from supplying financial data and quotations
related to U.S. financial exchanges and markets. Any significant downturn or
other negative development with respect to those exchanges and markets could
adversely affect our revenue.
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RECENT DEVELOPMENTS
RECENT BUSINESS DEVELOPMENTS - APPROVAL OF LISTING ON THE NASDAQ NATIONAL
MARKET.
On September 16, 1999, we publicly announced that we had received
approval for listing on the Nasdaq National Market. We commenced trading of our
common stock on the Nasdaq National Market on September 23, 1999 under the
symbol HYPR. Concurrent with the listing on the Nasdaq National Market, trading
in our common stock on the American Stock Exchange under the symbol PQT was
suspended.
RECENT BUSINESS DEVELOPMENTS - PCQUOTE.COM.
In December 1998, we segregated our Internet related services into a
separate business unit, PCQuote.com, Inc., which was incorporated in March 1999
as a wholly-owned subsidiary. An outgrowth of our financial content web site,
WWW.PCQUOTE.COM, PCQuote.com's objective is to provide real-time financial data,
timely business news and comprehensive research and analytical tools in order to
allow users to make informed investment decisions. Continued growth in page
views, increasing attractive demographics and subsequent increase in advertising
revenue led to our decision to segregate the web site into its own business
unit.
On June 9, 1999, PCQuote.com filed a registration statement with the
Securities and Exchange Commission relating to a proposed initial public
offering of 7,750,000 shares of its common stock, consisting of 5,800,000 shares
to be issued by PCQuote.com and 1,950,000 shares to be sold by us as selling
stockholder.
On August 30, 1999, we formally separated the business of PCQuote.com
and its associated assets and liabilities from our other businesses and
operations. We have entered into a number of agreements with PCQuote.com,
effective March 31, 1999, providing for its separation from us and governing
interim and ongoing relationships between PCQuote.com and us. These agreements
include a Contribution and Separation Agreement, Maintenance Agreement, DataFeed
License Agreement, Services Agreement, Non-Competition Agreement, Registration
Rights Agreement and Tax Indemnification and Allocation Agreement. Under the
Contribution and Separation Agreement, we transferred assets related to our
Internet operations to PCQuote.com and PCQuote.com assumed the liabilities
related to those Internet operations. Under the Services Agreement, we agreed to
perform transitional services for, and provide office space to PCQuote.com for
$213,500 per month through September 1999, $163,500 per month thereafter through
December 1999, $138,500 per month thereafter through March 2000 and $113,500 per
month thereafter through June 30, 2000. Under the Maintenance Agreement,
PCQuote.com will receive software features, upgrades and enhancements to PCQuote
Orbit and will pay us 3% of gross revenues obtained from use or sublicensing of
PCQuote Orbit. Under the Data Feed Agreement, PCQuote.com will be entitled to
use HyperFeed 2000 for a monthly fee based on the number of users and quotes
accessed.
Management believes that formally separating the two entities will
permit the parent and subsidiary to focus on their relative strengths. In
management's opinion, the separation will permit each entity to better (i)
attract and retain key employees by relating compensation to
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relevant business development, (ii) enter into strategic relationships with
business partners, and (iii) permit each entity to pursue its own financing
avenues.
On October 18, 1999, PCQuote.com announced that it postponed its
initial public offering of common stock due to market conditions.
RECENT BUSINESS DEVELOPMENTS - TOWNSEND ANALYTICS.
In connection with the formation and transfer of our Internet business
to our subsidiary, PCQuote.com, on May 28, 1999, we entered into an agreement
with Townsend Analytics, Ltd. to terminate the Software Distributor Agreement
dated December 4, 1995. Pursuant to the terms of the termination agreement, we
paid Townsend Analytics one million dollars. We and PCQuote.com entered into
separate new license agreements with Townsend Analytics for the right to use the
LAN and Internet versions, respectively, of the software application which is
marketed as PCQuote 6.0 RealTick. The new agreements replaced the prior
agreement between Townsend Analytics and us. The initial term of the agreements
ends December 4, 2000. Pursuant to the terms of the new agreements, we and
PCQuote.com are each required to pay a minimum royalty to Townsend Analytics of
$220,000 per month and a cumulative minimum royalty of $5,000,000 each over the
initial term of the agreements. Under the terms of our new agreement with
Townsend Analytics, we guarantee the obligation of our subsidiary, PCQuote.com,
and receive a credit towards our minimum commitment obligations to the extent
that PCQuote.com's actual royalty payments exceed its minimum commitments.
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ABOUT HYPERFEED TECHNOLOGIES
GENERAL DEVELOPMENT OF BUSINESS
PC Quote, Inc., was incorporated in the State of Illinois on June 23,
1980 as On-Line Response, Inc., and was incorporated in Delaware on August 12,
1987. In December 1998, we segregated our Internet related services into a
separate business unit, PCQuote.com, Inc., which was incorporated in March 1999
as a wholly-owned subsidiary. We approved a change of our corporate name to
HyperFeed Technologies, Inc., in April 1999. This name change was approved by
our stockholders at our annual meeting held on June 16, 1999. On June 9, 1999,
PCQuote.com filed a registration statement with the Securities and Exchange
Commission relating to a proposed initial public offering. On October 18, 1999,
PCQuote.com announced that it postponed its initial public offering due to
market conditions. We plan to sell shares, owned by us, in the offering that
would reduce our ownership of PCQuote.com to 64.5%. We cannot assure you,
however, that PCQuote.com will complete the initial public offering.
We are a premier provider of securities market data. We collect
securities market activity and financial news directly from stock, options and
commodities exchanges and other sources. We use the information to create a
real-time database of last sale, bid/ask and historical prices of more than
325,000 issues. The database includes all North American equities, the most
comprehensive options data, major stock indices, Level 1 NASDAQ-quoted stocks,
Level 2 NASDAQ market-maker quotes, mutual funds, money market funds, futures
contracts and options on futures contracts. We process the database into a
single digital data-feed, "HyperFeed-TM-", at our primary processing plant
located at our executive offices in Chicago, Illinois. We disseminate HyperFeed
to our customers by satellite, digital data landlines. PCQuote.com licenses
HyperFeed from us for distribution to its customers over the Internet.
Software applications on our customers' computers access HyperFeed to
allow the user to monitor securities activity on an on-going real-time basis.
The applications also create a complete database of trading symbols,
continuously updated by the data feed. This database gives our customers instant
access to security prices. HyperFeed is used to create an equivalent database on
PCQuote.com's computers, accessible to its Internet customers.
We derive our revenue from license fees charged for access to HyperFeed
and from license fees charged for a packaged HyperFeed plus analytical software
service. Our customer base consists primarily of professional investors,
securities brokers, dealers and traders, portfolio managers, brokerage firms,
other financial institutions, Internet web-sites, application developers and
redistributors of financial market data. Our customers are located primarily in
the United States and North America.
The following is a description of the principal services that we
provide.
HYPERFEED-TM-
HyperFeed, the cornerstone of the services provided by HyperFeed
Technologies, is our digital real-time market data feed. We use multiple
redundant, high-speed data circuits to gather information from securities
exchanges and other sources. At our production center in Chicago,
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these feeds are directed into multiple real-time databases from which HyperFeed
is generated. Data is broadcast to our customers over dedicated digital data
circuits at 1024 kilobytes per second and by satellite at 256 kilobytes per
second. HyperFeed contains all North American stock, options, and commodity
exchange issues including:
- Dynamic Nasdaq Level II market maker quotes;
- Dow Jones Composite News Service (up to 90-day retrieval of nine
wires "Broadtape", Professional Investor Report, Capital Markets
Report, International News Wire, World Equities Report, European
Corporate Report, Electronic Wall Street Journal, International
Petroleum Reports, Federal Filings); and
- Multiple levels of fundamental data.
HyperFeed underlies all of our other services, which capitalize on
HyperFeed to access, view and utilize data in a variety of ways.
An industry standard PC at our customer's site receives HyperFeed data
and creates real-time databases of securities activity, financial news and
fundamental information. Software applications supplied by us, by third parties,
or by our customer utilize our high-performance application program interfaces,
or APIs, to access the data. The data can then be used for virtually any
purpose, including third-party order execution systems, analytical modeling,
internal risk management, order matching or redistribution via the Internet or
wide area networks. Our customers pay monthly HyperFeed licensing fees and
per-user or per-unit charges.
To complement the HyperFeed database, we have high-end applications and
programming tools that we license to HyperFeed subscribers.
In March 1999, we announced the introduction of HyperFeed 2000, the
next generation of market-data delivery technology. HyperFeed 2000 is designed
to address two issues in the dissemination of real-time market data-volume and
price. Record volume and record peak transactional volume experienced by
securities markets has made it increasingly difficult to deliver the massive
amounts of real-time market data. HyperFeed 2000 combines advanced IP Multicast
technology with a new proprietary compression technique to allow our customers
to receive a complete T-1 HyperFeed at a fraction of the current communications
cost. HyperFeed 2000 is being offered as a new service offering to our new and
existing customers.
PC Quote 6.0 RealTick for Windows is a comprehensive suite of real-time
professional securities trading tools. Running under Microsoft-TM- Windows-TM-
3.1 or Windows-TM- 95, or Windows NT-TM-, PC Quote 6.0 RealTick offers unlimited
quote pages, charting, technical analysis, searchable news, time of sale and
quote, Nasdaq Level II market maker screens, options analytical tools, dynamic
data exchange into Microsoft-TM- Excel-TM-, tickers, alerts, baskets and more.
PC Quote 6.0 RealTick for Windows is available with our satellite and landline
services.
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Our "Quote Tools" are custom applications using robust and easy-to-use
APIs. The Quote Tools enable a customer to build anything from real-time trading
desktop interfaces to web-sites with portfolio management.
PATENTS, TRADEMARKS AND LICENSES
We do not have patent protection for our proprietary software products.
Although applicable software is readily duplicated illegally by anyone
having access to appropriate hardware, we attempt to protect our proprietary
software through license agreements with customers and common law trade secret
protection and non-disclosure contract provisions in our agreements with our
employees. We use security measures, including a hardware key, which restricts
access to our on-line services unless proper password identification from a
HyperFeed Technologies user is provided. As an additional safeguard, we provide
only the object code on our diskette and retain the source code.
HyperFeed-TM- is a servicemark of HyperFeed Technologies.
COMPETITION
The market for the on-line provision of financial information such as
equities, commodities, futures and options quotations and news through services
and software applications similar to those HyperFeed Technologies provides
includes a large number of competitors and is subject to rapid change. We
believe our primary competitors include Bridge Information Systems, Bloomberg,
the Comstock unit of Standard & Poors, the ILX unit of Thomson Corporation,
Reuters and Data Broadcasting Corporation. Many of these competitors have
significantly greater financial, technical and marketing resources and greater
name recognition than we do.
YEAR 2000 ISSUES
As of the date of this prospectus, all of our operating systems and applications
are properly functioning in the year 2000. We did not experience any material
Year 2000 issues either internally or externally with our vendors, suppliers or
customers.
SEASONALITY
We have not experienced any material seasonal fluctuations in our
business. Barring any prolonged period of investor inactivity in trading
securities, we do not believe that seasonality is material to our business
activities.
RESEARCH AND DEVELOPMENT
Our systems development personnel expend their time and effort
developing new software programs and high-speed data delivery systems and
expanding or enhancing existing ones. Development efforts focus on providing
a solution to the informational and analytical needs of both the professional
and private investors. Development activity has increased with
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the implementation of high-level design and prototyping tools. Our continuing
investment in software development consists primarily of:
- enhancements to our existing Windows-based private network and
Internet products and services;
- development of new data analysis software and programmer tools;
and
- application of new technology to increase the data volume and
delivery speed of our distribution system and network.
ENVIRONMENT
Compliance with federal, state, and local provisions with respect to
the environment has not had a material adverse effect on our capital
expenditures, earnings, or competitive position.
EMPLOYEES
As of December 31, 1999, we employed 134 people, none of whom are
represented by a collective bargaining unit. We believe we have a satisfactory
relationship with our employees. From time to time we retain the services of
outside consultants on an hourly basis.
GOVERNMENT CONTRACTS
We have no material contracts with the Government.
BACKLOGS
Due to the nature of the business, backlogs are not a typical
occurrence in the industry.
MAJOR CUSTOMERS
We did not have any customers that accounted for 10% or more of total
revenue in either 1999 or 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until we terminate the
offering of these shares.
The following documents of HyperFeed Technologies which have been filed
with the SEC are hereby incorporated by reference in this prospectus:
SEC FILING PERIOD / FILING DATE
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Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Quarter ended June 30, 1999
Quarter ended September 30, 1999
Current Report on Form 8-K Filed October 6, 1998
Filed January 12, 1999
Filed April 29, 1999
Filed June 22, 1999
Filed September 22, 1999
You may request a copy of these documents, at no cost, by writing to:
HyperFeed Technologies, Inc.
300 South Wacker Drive, Suite 300
Chicago, Illinois 60606
Attention: John E. Juska
Telephone: (312) 913-2800.
12
<PAGE>
FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated by
reference herein that are not statements of historical fact are forward-looking
statements within the meaning of Section 27A of the Securities Act, and Section
21E of the Exchange Act. A number of risks and uncertainties, including those
discussed under the caption "Risk Factors" above and the documents incorporated
by reference herein could affect such forward-looking statements and could cause
actual results to differ materially from the statements made.
USE OF PROCEEDS
All of the shares of common stock are being sold by the selling
stockholders for their own account. We will not receive any of the proceeds from
the sale of any shares. We have agreed to pay the expenses of registration of
the common stock, including a certain amount of legal and accounting fees. See
"Plan of Distribution."
13
<PAGE>
PRICE RANGE OF COMMON STOCK
On September 23, 1999, our common stock commenced trading on the Nasdaq
National Market under the symbol "HYPR." Prior to that date, our common stock
was traded on the American Stock Exchange under the symbol "PQT."
The following tables show for 2000, 1999, 1998 and 1997, the high and
low sales prices of our common stock for the periods indicated, as reported by
the American Stock Exchange (through September 22, 1999) and by the Nasdaq
National Market (from September 23, 1999 through January 4, 2000).
<TABLE>
<CAPTION>
2000 QUARTERLY INFORMATION HIGH LOW
------ ---
<S> <C> <C>
First (through January 4, 2000) 5-19/32 4-15/16
------- -------
1999 QUARTERLY INFORMATION HIGH LOW
---- ---
First 11-7/8 1-7/8
Second 15-1/2 6-1/2
Third 11-1/2 4-5/16
Fourth 8-5/16 4-1/8
1998 QUARTERLY INFORMATION HIGH LOW
---- ---
First 1-1/8 11/16
Second 4-15/16 11/16
Third 3-1/4 7/8
Fourth 3-3/4 1
1997 QUARTERLY INFORMATION HIGH LOW
---- ---
First 3-11/16 2-1/4
Second 2-1/2 1-1/8
Third 2-9/16 1-1/2
Fourth 2-1/4 7/8
</TABLE>
The closing market price for our common stock as reported by the Nasdaq
National Market on December 31, 1999 was $4.625.
As of December 31, 1999, we had 510 common stockholders of record.
14
<PAGE>
DIVIDEND POLICY
We have not paid dividends on our common stock and do not currently
plan to do so in the near future. In December 1998, we issued preferred stock
that has a dividend rate of 5%. Preferred dividends are payable quarterly if,
and when, we declare a dividend payment. We have not declared any preferred
dividend payments. Preferred dividends are cumulative and the entire accumulated
dividend must be paid prior to the payment of any dividends to common
stockholders. The accumulating dividend on preferred shares outstanding as of
December 31, 1999 is $84,461 per quarter.
SELLING SECURITY HOLDERS
The following table sets forth the number of shares of common stock
owned beneficially by David Horberg, Howard Todd Horberg, and Wildman, Harrold,
Allen & Dixon as of December 29, 1999 and the number of shares that may be
offered pursuant to this prospectus. This information is based upon information
provided by them .
No estimate can be given as to the amount of shares that will be held
by the selling security holders after completion of this offering because they
may offer all or some of the shares and because there currently are no
agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the selling security holders named below.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF NUMBER OF SHARES
OWNED PRIOR OUTSTANDING REGISTERED
NAME OF SELLING SECURITY HOLDER TO THE OFFERING SHARES(1) FOR SALE(2)
- ------------------------------- ---------------- ----------- -----------------
<S> <C> <C> <C>
David Horberg 34,000 0.2% 30,000
Howard Todd Horberg 400,000 2.5% 375,000
Wildman, Harrold, Allen & Dixon 90,000 0.6% 90,000
-------
Total 495,000
</TABLE>
(1) The percent of the outstanding shares is based upon the number of
common shares outstanding as of December 29, 1999 (15,573,281), plus
the number of common shares that the selling security holder may
acquire upon exercise of warrants.
(2) This registration statement also shall cover any additional shares of
common stock which become issuable in connection with any stock
divided, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.
15
<PAGE>
PLAN OF DISTRIBUTION
The selling security holders have indicated they are acting
independently from us in determining the manner and extent of sales of the
shares of our common stock.
Although all of the shares are being registered for public sale, the
sale of any or all of such shares by the selling security holders may depend on
the sale price of such shares and market conditions generally prevailing at the
time. The selling security holders reserve the right to reject any order in
whole or in part.
The selling stockholders have advised us that:
- the shares may be sold by the selling stockholders or their
respective pledgees, donees, transferees or successors in
interest, on the Nasdaq National Market, in sales occurring in the
public market, in privately negotiated transactions, through the
writing of options on shares, short sales or in a combination of
such transactions;
- each sale may be made either at market prices prevailing at the
time of such sale or at negotiated prices;
- some or all of the shares may be sold through brokers acting on
behalf of the selling stockholders or to dealers for resale by
such dealers; and
- in connection with such sales, such brokers and dealers may
receive compensation in the form of discounts and commissions
from the selling stockholders and may receive commissions from
the purchasers of shares for whom they act as broker or agent
(which discounts and commissions may be less than or exceed those
customary in the types of transactions involved). Any broker or
dealer participating in any such sale may be deemed to be an
"underwriter" within the meaning of the Securities Act and will
be required to deliver a copy of this prospectus to any person
who purchases any common stock from or through such broker or
dealer. We have been advised that, as of the date hereof, none of
the selling stockholders have made any arrangements with any
broker for the sale of their common stock.
In offering the common stock covered by this prospectus, the selling
stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the selling stockholders could be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the selling stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions. In addition, any common stock covered by this prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this prospectus.
In order to comply with certain states' securities laws, if applicable,
the shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the shares of
common stock may not be sold unless they have been
16
<PAGE>
registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
The selling security holders have agreed to indemnify and hold us and
our officers and directors harmless, with respect to any untrue statement in, or
omission from, this prospectus or the registration statement of which it is a
part, including amendments and supplements, if such statement or omission was
made in reliance upon information furnished to us by such selling security
holder for use in the preparation of this prospectus or registration statement.
We will not pay selling or other expenses incurred in the offering,
including the discounts and commissions of broker-dealers. We have agreed to
indemnify the selling security holders against certain civil liabilities,
including liabilities under the Securities Act, in connection with the shares
described in this prospectus.
The shares of common stock described in this prospectus may also be
sold by the selling security holders pursuant to Rule 144 of the Securities Act.
EXPERTS
The financial statements and schedule of valuation and qualifying
accounts of HyperFeed Technologies, Inc. (formerly P.C. Quote, Inc.) for the
years ended December 31, 1998 and December 31, 1997, included in its Annual
Report on Form 10-K for the year ended December 31, 1998, incorporated by
reference in this prospectus and elsewhere in the registration statement, have
been audited by KPMG LLP, independent public accountants, as indicated in their
reports with respect thereto. Such financial statements and schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing. The report of KPMG
LLP covering the December 31, 1998 and 1997, financial statements contains an
explanatory paragraph that states that HyperFeed Technologies, Inc. has
experienced significant operating losses, which have adversely affected its
current results of operations and liquidity. These conditions raised substantial
doubt about our ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
The statements of operations, stockholders' equity and cash flows and
schedule of valuation and qualifying accounts of HyperFeed Technologies, Inc.
(formerly P.C. Quote, Inc.) for the year ended December 31, 1996, included in
our Annual Report on Form 10-K for the year ended December 31, 1998,
incorporated by reference in this prospectus and elsewhere in the registration
statement, have been audited by McGladrey and Pullen, LLP, independent public
accountants, as indicated in their report with respect thereto. Such financial
statements and schedule are incorporated herein by reference in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing. The report of McGladrey and Pullen, LLP contains an explanatory
paragraph that states that HyperFeed Technologies, Inc. has experienced
significant operating losses, which have adversely affected its current results
of operations and liquidity. These conditions raise substantial doubt about our
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
17
<PAGE>
LEGAL MATTERS
The validity of the shares described in this prospectus has been
verified for HyperFeed Technologies by Wildman, Harrold, Allen & Dixon, 225 West
Wacker Drive, Suite 2800, Chicago, Illinois 60606-1229. Wildman, Harrold, Allen
& Dixon owns 60,000 shares of our common stock and holds a common stock purchase
warrant to purchase 30,000 shares of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the SEC. You may read and copy any document we file at the
SEC's public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov where certain information regarding issuers, including
HyperFeed Technologies, may be found. This prospectus is part of a registration
statement that we filed with the SEC, registration No. 333-_____. The
registration statement contains more information than this prospectus regarding
HyperFeed Technologies and its common stock, including certain exhibits and
schedules. You can get a copy of the registration statement from the SEC at the
address listed above or from its Internet site.
18
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Risk Factors.................................................................1
Recent Developments..........................................................6
About HyperFeed Technologies.................................................8
Documents Incorporated By Reference.........................................12
Forward-Looking Information.................................................13
Use Of Proceeds.............................................................13
Price Range Of Common Stock.................................................14
Dividend Policy.............................................................15
Selling Security Holders....................................................15
Plan Of Distribution........................................................16
Experts.....................................................................17
Legal Matters...............................................................18
Where You Can Find More Information.........................................18
</TABLE>
<PAGE>
HYPERFEED TECHNOLOGIES, INC.
495,000 SHARES OF COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
, 2000
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.....................$ 617
Accounting Fees and Expense..............$ 8,000
Legal Fees and Expenses..................$ 5,000
Miscellaneous............................$ 12,000
-------------
Total....................................$ 25,617
</TABLE>
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed above will be paid by HyperFeed Technologies.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145(a) of the General Corporation Law of Delaware (the "DGCL")
empowers a corporation to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.
Subsection 145(b) of the DGCL empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, and that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled. It empowers the corporation to
II-1
<PAGE>
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
Our certification of incorporation provides that to the fullest extent
permitted by Delaware law, it shall indemnify and advance indemnification
expenses to all of its directors and officers. In addition, the certificate of
incorporation provides that to the fullest extent permitted by Delaware law, a
director shall not be liable to HyperFeed Technologies or its stockholders for
breach of fiduciary duty as a director.
HyperFeed Technologies has entered into indemnification agreements with
each director providing for indemnification to the fullest extent permitted by
Delaware law.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Wildman, Harrold, Allen & Dixon regarding legality of
the shares
23.1 Consent of KPMG LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Wildman, Harrold, Allen & Dixon (included in Exhibit
5)
24 Power of Attorney
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change to such information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
II-2
<PAGE>
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in the
information set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
HyperFeed Technologies in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, HyperFeed Technologies will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, HyperFeed
Technologies certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Chicago, Illinois as of January 4, 2000.
HYPERFEED TECHNOLOGIES, INC.
/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, this
registration statement has been signed by the following persons in the
capacities indicated as of January 4, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/S/ JIM R. PORTER Chairman of the Board and Chief Executive
-------------------------- Officer
Jim R. Porter
/S/ JOHN E. JUSKA Chief Financial Officer
--------------------------
John E. Juska
/S/ JOHN R. HART Director
--------------------------
John R. Hart
/S/ TIMOTHY K. KRAUSKOPF Director
--------------------------
Timothy K. Krauskopf
/S/ RONALD LANGLEY Director
--------------------------
Ronald Langley
/S/ KENNETH J. SLEPICKA Director
--------------------------
Kenneth J. Slepicka
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
5 Opinion of Wildman, Harrold, Allen & Dixon
23.1 Consent of KPMG LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of Wildman, Harrold, Allen & Dixon
(included in Exhibit 5)
24 Power of Attorney in favor of John E. Juska
</TABLE>
<PAGE>
EXHIBIT 5
[WILDMAN, HARROLD, ALLEN & DIXON LETTERHEAD]
HyperFeed Technologies, Inc.
300 South Wacker Drive, Suite 300
Chicago, Illinois 60606
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to HyperFeed Technologies, Inc., a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to the registration under the Securities Act of 1933, as
amended, of 330,000 shares of common stock, par value $.001, of the Company (the
"Outstanding Shares"), and 165,000 shares of common stock issuable upon the
exercise of outstanding common stock purchase warrants (the "Issuable Shares").
The Outstanding Shares and, upon issuance, the Issuable Shares, will be
sold from time to time by the selling security holders (the "Selling Security
Holders") named in the Registration Statement, on the Nasdaq National Market or
otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions 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), 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 on the foregoing, we are of the opinion that (i) the Outstanding
Shares to be sold by the Selling Security Holders pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and are
validly issued, fully paid and nonassessable, and (ii) the Issuable Shares that
may be sold by the Selling Stockholder pursuant to the Registration Statement
have been duly authorized by all requisite corporate action and will be validly
issued, fully paid and nonassessable when issued in accordance with the terms of
the warrants to purchase common stock.
Our opinions expressed above are limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Dated: January 5, 2000
Very truly yours,
/s/ WILDMAN, HARROLD, ALLEN & DIXON
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors and Stockholders
HyperFeed Technologies, Inc.:
We consent to the use of our reports dated March 12, 1999, included in the
HyperFeed Technologies, Inc. (formerly PC Quote, Inc.)(the "Company") 1998
Annual Report on Form 10-K, incorporated by reference herein, and to the
reference to our firm under the heading "Experts" in the registration statement.
Our report on the financial statements contains an explanatory paragraph that
states that the Company has experienced significant operating losses which have
adversely affected the Company's current results of operations and liquidity.
These conditions raised substantial doubt about the Company's ability to
continue as a going concern. The financial statements and financial statement
schedule do not include any adjustments that might result from the outcome of
that uncertainty.
/s/ KPMG LLP
Chicago, Illinois
January 5, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on Form
S-3 of HyperFeed Technologies, Inc. (previously known as 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 statements of operations, stockholders' equity, and cash flows of PC
Quote, Inc. for the year ended December 31, 1996, which report appears in the
December 31, 1998, Annual Report on Form 10-K of PC Quote, Inc. and to the
reference of our firm under the heading "Experts" in the Registration Statement.
/s/ McGladrey & Pullen, LLP
January 5, 2000
Schaumburg, Illinois
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned directors and officers of HYPERFEED TECHNOLOGIES, INC.
hereby constitute and appoint John E. Juska, 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-3 and any amendment or amendments, including post-effective
amendments thereto, for the registration under the Securities Act of 1933, as
amended, of up to 495,000 shares of common stock of HyperFeed Technologies, Inc.
and do 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 as of
the 4th day of January, 2000.
Signature
By: /S/ JIM R. PORTER Chairman of the Board and
----------------------------------- Chief Executive Officer
Jim R. Porter
By: /S/ JOHN R. HART Director
-----------------------------------
John R. Hart
By: /S/ TIMOTHY K. KRAUSKOPF Director
-----------------------------------
Timothy K. Krauskopf
By: /S/ RONALD LANGLEY Director
-----------------------------------
Ronald Langley
By: /S/ KENNETH J. SLEPICKA Director
-----------------------------------
Kenneth J. Slepicka
