<PAGE> 1
As filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-4780
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT 0F 1933
TRACK DATA CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 22-3181095
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
</TABLE>
<TABLE>
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<S> <C>
MARTIN KAYE, VICE PRESIDENT - FINANCE
56 PINE STREET 95 ROCKWELL PLACE
NEW YORK, NEW YORK 10005 BROOKLYN, NEW YORK 11217
(212) 422-4300 (718) 522-0222
(Address, including zip code, (Name, address, including zip code,
and telephone number, and telephone number,
including area code, of registrant's including area code, of agent
principal executive offices) for service)
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Copies of all Communications to: Oscar D. Folger, Esq.
521 Fifth Avenue
New York, New York 10175
(212) 697-6464
Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this Registration Statement depending on market
conditions.
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. / /
CALCULATION OF REGISTRATION FEE
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 12,622,109 shares $3.50 $44,177,381 $15,233.58
</TABLE>
(1) No value is attributed to the warrants registered herewith pursuant to
Rule 457(g) because the securities to be offered pursuant thereto are
included in the Common Stock being registered herewith.
(2) Estimated for purposes of computing the registration fee pursuant to
Rule 457(c) based upon the average of the high and low prices of the
Common Stock as reported by NASDAQ NMS on April 30, 1996.
THE REGISTRANT 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
TRACK DATA CORPORATION
--------------------------------
220,000 Warrants
120,000 Underwriter Warrants
12,622,109 Shares of Common Stock
--------------------------------
This Prospectus relates to 220,000 warrants, 120,000 Underwriter
Warrants and up to 12,622,109 shares of Common Stock of Track Data Corporation
(the "Company"), par value $.01 per share (the "Shares"). The warrants are each
exercisable to acquire one share of Common Stock (100,000 at an exercise price
of $6.00 expiring December 31, 1997 and 120,000 at an exercise price of $7.625
expiring August 10, 1999). The 120,000 underwriter warrants are exercisable to
acquire 60,000 Shares at $6.00 per share through August 10, 1997. See "Plan of
Distribution." The remaining 12,342,109 Shares may be offered from time to time
by the Selling Shareholders. Mr. Hertz, the Company's Chairman of the Board,
received 12,000,000 of such Shares (the "Merger Shares") in connection with the
merger (the "Merger") of Track Data Corporation ("Track") into Global Market
Information, Inc. ("Global"). After such Merger the name of Global was changed
to Track Data Corporation. Pursuant to the Merger agreement, Mr. Hertz agreed
that he will not sell or transfer more than 300,000 shares nor pledge as
collateral for loans in excess of 1,800,000 shares of the Company's Common Stock
during the two years ending March 31, 1998 without written permission from the
underwriters, First Hanover Securities, Inc. ("FHS"), of Global's initial public
offering or any future underwriters of any offering of the Company's equity
securities. Mr. Hertz has indicated that he has no current intentions or
arrangements to make any sales of the Merger Shares other than as provided in
the Merger Agreement. FHS has indicated that they have no current intention or
arrangement to grant a consent to permit Mr. Hertz to sell additional Merger
Shares, and that the grant of any such consent during the two year period will
depend upon the facts and circumstances prevailing at the time any such consent
might be requested. The Company will make a public announcement in the event a
consent is granted to Mr. Hertz to sell additional Merger Shares. See "Selling
Shareholders." Any such Shares are either currently owned by Selling
Shareholders or will be acquired upon exercise of warrants which are owned by
Selling Shareholders. The Company will receive the exercise prices payable upon
exercise of the warrants held by Selling Shareholders. However, the Company will
not receive any proceeds from the sale of the Shares by the Selling
Shareholders.
The Company has been advised by the Selling Shareholders that there
are no underwriting arrangements with respect to the sale of the Shares, that
the Shares will be sold from time to time in brokerage transactions at then
prevailing prices and in private transactions at negotiated prices, and that
usual and customary brokerage fees will be paid by the Selling Shareholders in
connection therewith.
The Company's Common Stock is traded on the NASDAQ National Market
System under the symbol TRAC. On June 27, 1996 the closing price for the
Company's Common Stock as reported by NASDAQ NMS was $3.125 per share.
--------------------------------
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 4.
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
================================================================================
The price to public, underwriting discounts and commissions and proceeds to
selling shareholders are not determinable at this time.
THE DATE OF THIS PROSPECTUS IS JULY , 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information may be inspected at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices:
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois; Seven World Trade Center - 13th Floor, New York, New York; and Suite
500, 5757 Wilshire Boulevard, Los Angeles, California. Copies of such materials
may be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding electronic
filings with the Commission.
The Company undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference in the Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates). Such request
should be directed to the Secretary, Track Data Corporation, 95 Rockwell Place,
Brooklyn, New York 11217 and at telephone number 718-522-0222.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD
BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME
SHALL IMPLY THAT THE INFORMATION PROVIDED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
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<PAGE> 4
THE COMPANY
TRACK DATA CORPORATION (formerly Global Market Information, Inc.
("Global")) (the "Company" or "TDC") was incorporated in Delaware in June 1992.
On March 26, 1996, Global closed a Merger which was consummated as of March 31,
1996 providing for Track Data Corporation ("Track"), Global's principal
stockholder, to merge with and into Global. Barry Hertz, the sole stockholder of
Track was also the Chairman of the Board and Chief Executive Officer of Global.
The stockholders of Global at a special meeting held on March 19, 1996 approved
the Merger as well as a change in the name of the Registrant to Track Data
Corporation. Pursuant to the Merger agreement, Global issued 12,000,000 shares
of its common stock in exchange for all of the outstanding stock of Track. The
1,599,837 shares of Global common stock owned by Track prior to the Merger were
cancelled. For accounting purposes the Merger is treated as a combination of
entities under common control similar to a pooling of interests.
Track has been a supplier of electronically delivered financial
information since 1981. Track provides real-time financial market data,
financial data bases and historical information, analytical services, and data
manipulation tools, through a sophisticated private data network to high end
users in the equity/options/futures trading marketplace. Track delivers
information on equities, options, futures, commodities, listed bonds, fixed
income securities, and foreign currencies from all North American exchanges and
from the principal exchanges in Europe, Latin America and the Far East. In
addition, Track disseminates news and third party data base information from
more than 100 sources worldwide. These services have been added to the business
of Global which provides trading information, news, and third party data base
services on stocks, bonds, commodities, and other securities through its
Dial/Data and Track/OnLine services primarily to non-professional users. The
Company's InfoVest service combines an on-line data base with software which
enables tailored analyses and reports on publicly traded companies. The
Company's AIQ Systems division produces expert systems software for individual
and professional investors.
The executive offices of the Company are located at 56 Pine Street,
New York, New York 10005. Its telephone number is 212-422-4300.
3
<PAGE> 5
RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE MADE ONLY BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. PROSPECTIVE PURCHASERS, PRIOR TO MAKING AN INVESTMENT IN THE
SECURITIES, SHOULD CAREFULLY CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO
HEREIN, THE FOLLOWING RISK FACTORS AND SHOULD CONSULT WITH THEIR OWN LEGAL, TAX
AND FINANCIAL ADVISORS WITH RESPECT THERETO.
Uncertainty of Successful Integration of Merged Companies' Businesses.
The Merger of Track Data Corporation ("Track") into Global Market
Information, Inc. ("Global") became effective on March 31, 1996. The merged
companies are hereafter referred to as the "Company" or "TDC." Achieving the
anticipated benefits of the Merger will depend, in part, upon whether the
integration of the two companies' businesses is accomplished in an efficient and
effective manner, and there can be no assurance that this will occur. The
combination of the two companies will require, among other things, coordination
of their sales and marketing, and research and development efforts. The
integration of certain operations following the Merger requires the dedication
of management resources which may temporarily distract attention from the
day-to-day business of the respective companies. The inability of management to
successfully integrate the operations of the two companies could have a material
adverse effect on the business and results of operations of the combined
company.
Significant Losses Sustained in 1995; Working Capital Deficit.
During the year ended December 31, 1995 (prior to the Merger of the
Companies), Global incurred a loss of $(700,986) and Track incurred a loss of
$(4,625,842). At December 31, 1995, Global had a working capital deficiency of
$(582,796). There can be no assurance that the Company will achieve profitable
operations in the future.
Significant Competition and Technological Change.
The Company operates in a highly competitive market in which it
competes with other distributors of financial and business information, some of
whom have substantially greater financial resources. The Company competes, among
other things, on the basis of price, on the quality and reliability of data, and
on the flexibility of services. There can be no assurance that the Company will
not encounter increased competition in the future, which could limit its ability
to maintain or increase market share or maintain margins, and which could have a
material adverse effect on its business, financial condition or operating
results. The industry in which the company competes is characterized by
developments requiring rapid adaptation to provide competitive products and
services. The Company believes that the increased competition within the online
services market could result in reduced market share, price reductions, and
increased spending on marketing and product development, which could have a
materially adverse effect on the Company's financial condition and operating
results.
4
<PAGE> 6
Substantial Voting Control By Company's Chairman.
Barry Hertz, the Company's Chairman, owns 12,000,000 shares of the
Company's Common Stock, representing approximately 81% of the total shares
outstanding. As a result, Mr. Hertz controls the Company. Since there are no
cumulative voting rights, Mr. Hertz controls the election of all of the members
of the Company's Board of Directors. This control by Mr. Hertz will prevent a
change in control of the Company which is not approved by Mr. Hertz. As a
result, potential purchasers may not seek to acquire control of the Company
through the purchase of Common Stock. This may tend to reduce the price of the
Company's Common Stock and the redeemable warrants sold to the public in
connection with the Company's initial public offering (the "Redeemable
Warrants").
Dependence on Management; Lack of Employment Agreements.
The Company is significantly dependent upon the continued
availability of Barry Hertz, its Chairman, Morton Mackof, its President and
David Hubbard, its Chief Technology Officer . The loss or unavailability of any
of such persons to the Company for an extended period of time could have a
material adverse effect on its business operations and prospects. To the extent
that the services of any of such persons would be unavailable to the Company for
any reason, the Company would be required to procure other personnel to manage
and operate the Company and develop its products. There can be no assurance that
the Company would be able to locate or employ such qualified personnel on
acceptable terms. The Company has not entered into any employment agreement with
these individuals. The Company has "key-man" life insurance on Mr. Hertz in the
amount of $1 million.
Dependence on Securities Markets.
The services of the Company are primarily directed towards customers
who invest or trade in the securities markets. To the extent that interest in
investing or trading decreases due to volatility in the securities markets, the
operations and revenues of the Company could be materially adversely affected.
Lack of Intellectual Property Protection.
The Company maintains proprietary economic and historical financial
databases. The Company considers its InfoVest and AIQ analytic software to be
proprietary. The Company protects its proprietary information with standard
secrecy agreements. There can be no assurance that the parties to such
agreements, other than the Company, will not breach any of the provisions of
such agreements and that, in the event of a breach or threatened breach, the
Company will be able to enforce its rights under the agreements. Should the
Company's proprietary information be disclosed, the business and prospects of
the Company could be adversely affected. The Company does not have, and has not
applied for, any patent protection for its proprietary information.
Shares Available for Future Sale.
There are presently outstanding 14,875,272 shares of common stock,
of which 13,101,609 are deemed "restricted securities." This registration
statement provides for the registration of 12,000,000
5
<PAGE> 7
shares issued to Mr. Hertz in the Merger, 203,304 shares issued in connection
with an acquisition, 76,405 shares of a total of 835,905 shares issued pursuant
to a Track Phantom Stock Plan and 62,400 shares issued as partial compensation
for services. Until such registration statement becomes effective, all
12,000,000 Merger Shares and 342,109 shares discussed above, may be deemed
"restricted securities," and may not be sold except in compliance with Rule 144
under the Securities Act of 1933, as amended (the "Securities Act"). Rule 144,
in essence, provides that a person holding restricted securities for a period of
two years may publicly sell in brokerage transactions an amount equal to 1% of
the Company's outstanding Common Stock every three months or, if greater, a
percentage of the shares publicly traded during a designated period. Upon an
effective registration, all shares become immediately available for sale.
However, Mr. Hertz, the holder of the Merger Shares, has agreed pursuant to the
Merger Agreement that he will not sell or transfer more than 300,000 shares nor
pledge as collateral for loans in excess of 1,800,000 shares of the Common Stock
during the two years ending March 31, 1998, without written permission from the
underwriters of Global's initial public offering or any future underwriters of
any offering of the Company's equity securities. Mr. Hertz has indicated that he
has no current intentions or arrangements to make any sales of the Merger Shares
other than as provided in the Merger Agreement. The underwriters of Global's
initial public offering have indicated that they have no current intention or
arrangement to grant a consent to permit Mr. Hertz to sell additional Merger
Shares, and that the grant of any such consent during the two year period will
depend upon the facts and circumstances prevailing at the time any such consent
might be requested. There are no restrictions on sales or pledges after such two
year period.
The Company has issued to the underwriter of its initial public
offering (the "Underwriter") an option to purchase 120,000 shares of Common
Stock and 120,000 Warrants to purchase 60,000 shares of Common Stock for a
period of four years commencing August 10, 1995. Holders of the Underwriter's
Warrants have the right to demand, for a period of five years ending August 10,
1999, that the Company prepare and file a registration statement covering the
sale of these securities at the expense of the Company. The holders of the
Underwriter's Warrants also have piggy-back registration rights for a period of
six years ending August 10, 2000. All such warrants and underlying shares are
registered herein.
Sales of the Company's Common Stock under options and warrants may
have a depressive effect on the price of the Common Stock and the Redeemable
Warrants, and the issuance of additional Common Stock upon the exercise of
options and warrants will also dilute the proportionate ownership of the then
current stockholders of the Company. Holders of warrants to acquire up to
100,000 shares of Common Stock have demand and piggy-back registration rights.
All such warrants are registered herein.
Investors should be aware that sales of the Company's Common Stock
may have a depressive effect on the price of the Common Stock and Redeemable
Warrants, and that the issuance of additional Common Stock upon the exercise of
options and warrants will also dilute the proportionate ownership of the then
current stockholders of the Company.
Broad Discretion in Application of Proceeds.
Management has designated the proceeds from the exercise of warrants
to be used for general corporate and working capital purposes and they may be
expended at the discretion of the Company's management. The Company has not made
any specific allocations as to the use of any such proceeds.
6
<PAGE> 8
As a result of the foregoing, any return on investment to investors will be
substantially dependent upon the discretion and judgment of the Company's
management with respect to the application of the net proceeds of the offering.
Pending their use, the net proceeds from the exercise of warrants
may be invested by the Company in short-term, interest-bearing securities or
money market funds. The Company does not require that any specific minimum
investment criteria be used in selecting such short-term investments, but will
select such investments as it deems appropriate, taking into consideration such
factors as liquidity, return on and safety of investment. See "Use of Proceeds".
Continued Listing Requirements for NASDAQ Securities.
While the Common Stock and Redeemable Warrants are presently listed
on the NASDAQ NMS System, there can be no assurance that the Company will
continue to meet the maintenance criteria for continued listing of its
securities on the NASDAQ System. These continued listing criteria include, among
other things, $1,000,000 in net tangible assets, a public float of 200,000
shares with a market value equal to $1,000,000 held by at least 400
stockholders, two market makers and a minimum bid price of $1.00 per share of
common stock. If an issuer does not meet the $1.00 minimum bid price standard,
it may, however, remain on the NASDAQ National Market System if the market value
of its public float is at least $3,000,000 and the issuer has at least
$4,000,000 in net tangible assets. There can be no assurance that the Company
will continue to satisfy these criteria. If the Company became unable to meet
the continued listing criteria of the NASDAQ National Market System and became
delisted therefrom, trading, if any, in the Common Stock and Redeemable Warrants
would thereafter have to be conducted in the NASDAQ Small-Cap Market, or in the
so-called "pink sheets" or, if then available, the NASDAQ "Electronic Bulletin
Board". As a result, an investor would find it more difficult to dispose of, and
to obtain accurate quotations.
Authorization and Discretionary Issuance of Preferred Stock.
The Company's Certificate of Incorporation authorizes the issuance
of preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue preferred
stock, with dividend, liquidation, conversion, voting or other rights which
could adversely affect the voting power or other rights of the holders of the
Company's Common Stock. In the event of issuance, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although the Company has no
present intention to issue any shares of its preferred stock, there can be no
assurance that it will not do so in the future. Depending on the designations,
rights and preferences of a particular issuance of preferred stock, such
issuance could adversely affect the market value of the Company's Common Stock.
Indemnification and Limitation on Directors' Liabilities Under Delaware Law.
The Company's Certificate of Incorporation limits the liability of
its directors for breach of their fiduciary duty of care. The effect is to
eliminate liability of directors for monetary damages arising out of negligent
or grossly negligent conduct. Stockholder actions against a director of the
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Company for monetary damages can only be maintained upon a showing of a breach
of the individual director's duty of loyalty to the Company, a failure to act in
good faith, intentional misconduct, a knowing violation of the law, an improper
personal benefit, or an illegal dividend or stock purchase, and not for such
director's negligence or gross negligence in satisfying his duty of care. The
Certificate of Incorporation also provides for indemnification as permitted by
Delaware law. However, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
No Dividends.
The Company has not paid any cash dividends since its inception and
does not anticipate paying any cash dividends in the foreseeable future. There
can be no assurance that the operations of the Company will result in sufficient
earnings to enable the Company to pay dividends. It is anticipated that
earnings, if any, will be used to finance the Company's growth.
USE OF PROCEEDS
Management has designated the proceeds from warrants, if exercised,
for which the underlying Common Stock is registered herein of approximately
$1,875,000 to be used for general corporate and working capital purposes and
they may be expended at the discretion of the Company's management. The Company
has not made any specific allocations as to the use of any such proceeds. The
Company will receive no proceeds from the sale of Shares by any Selling
Shareholders. There can be no assurances that the Company will receive any
proceeds from the exercise of the warrants and not all warrants may be exercised
which could result in the proceeds of this offering to the Company being
minimal.
The Company may, when and if the opportunity arises, acquire other
businesses which are in some manner related to the Company's business. If such
an opportunity arises, the Company may use a portion of its funds for that
purpose. The Company has no specific arrangements with respect to any such
acquisition at the present time and is not presently involved in any
negotiations with respect to any such acquisition. There can be no assurance
that any acquisition will be made.
Prior to expenditure, the net proceeds will be invested in
short-term, interest bearing securities or money market funds. The Company does
not require that any specific minimum investment criteria be used in selecting
such short-term investments, but will select such investments as it deems
appropriate, taking into consideration such factors as liquidity, return on and
safety of investments.
MATERIAL DEVELOPMENTS
Since the Company's most recent filing of its Annual Report on Form
10-K for the fiscal year ended December 31, 1995 and its filing on Form 8-K
regarding the Merger of Track Data Corporation and Global Market Information,
Inc. as of March 31, 1996, no material developments have occurred.
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SELLING SHAREHOLDERS
The securities are being offered on behalf of a number of employees,
officers, directors and consultants of the Company. The list below sets forth
the current officers and directors on whose behalf securities are being offered
hereby. Unless otherwise indicated, the addresses for all of the Selling
Shareholders is 95 Rockwell Place, Brooklyn, NY 11217.
<TABLE>
<CAPTION>
SECURITIES SECURITIES PERCENTAGE
OWNED SECURITIES OWNED OWNED
BEFORE TO BE AFTER AFTER
NAME AND ADDRESS OFFERING SOLD OFFERING OFFERING
<S> <C> <C> <C> <C>
Barry Hertz (1)(6)(7) 12,066,666 12,000,000 (1) 66,666(6) *
Morton Mackof (2)(6)(7) 318,405 60,000 258,405(6) 1.7 %
Howard Tenenbaum (2)(6)(7) 89,738 76,405 13,333(6) *
Aviva Jakubowitz (2)(6) 21,081 2,400 18,681(6) *
John Schnitzler (3) 100,000 100,000 -0- -0-
Smith Kincade Family Trust (4) 203,304 203,304 -0- -0-
Donald Kleban (5) 60,000 60,000 -0- -0-
First Hanover Securities, Inc. (5) 56,100 56,100 -0- -0-
Mark Berg (5) 13,500 13,500 -0- -0-
Theodore Burns (5) 14,400 14,400 -0- -0-
Thomas Souran (5) 4,500 4,500 -0- -0-
Phyllis Henderson (5) 2,250 2,250 -0- -0-
William Baquet (5) 2,250 2,250 -0- -0-
John D. Lane (5) 19,170 19,170 -0- -0-
Matthew Rochlin (5) 7,830 7,830 -0- -0-
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Total to be sold 12,622,109
</TABLE>
* Less than 1%.
- ----------
(1) Issued in connection with Merger of Track Data Corporation and
Global Market Information, Inc. Pursuant to the Merger agreement,
Mr. Hertz agreed that he will not sell or transfer more than 300,000
shares nor pledge as collateral for loans in excess of 1,800,000
shares of Track Data Corporation Common Stock during the two years
ending March 31, 1998, without written permission from the
underwriters of Global's initial public offering or any future
underwriters of any offering of Track Data's equity securities.
(2) Employee of the Company
(3) Consultant to the Company
(4) Beneficiaries of Trust are former owners of division of the Company
(5) Shares underlying underwriter warrants
(6) Includes presently exercisable options and for Mr. Mackof and Ms.
Jakubowitz, includes 256,405 and 17,681 shares, respectively,
distributable upon termination of employment or earlier, with Board
approval, pursuant to a TDC phantom stock plan
(7) Mr. Hertz is the Chairman of the Company and was the Chairman of
Global since its inception and the sole stockholder of Track prior
to the Merger. Mr. Mackof is the President of the Company and was
the President of Track and a director of Global prior to the Merger.
Mr. Tenenbaum was a vice president of Global prior to the Merger.
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PLAN OF DISTRIBUTION
The shares are being offered for the respective accounts of the
Selling Shareholders. The Company will not receive any proceeds from the sale of
any Shares by the Selling Shareholders. The Company will receive proceeds from
the exercise prices of any warrants which are exercised by the Selling
Shareholders.
The sale of Shares by the Selling Shareholders may be effected from
time to time in brokerage transactions, in negotiated transactions, through the
writing of options on the Shares, or through a combination of such methods of
sale, at fixed prices, which may be charged at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in
connection with the sale of the shareholders hereunder may be deemed to be
"underwriters" within the meaning of section 2(11) of the Securities Act, and
any commissions received by them and profit on any sale of the Shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from Global Market Information, Inc.'s Annual Report on Form 10-K for
the years ended December 31, 1995 and 1994 have been audited by Grant Thornton
LLP, independent auditors, and as to 1993 by Deloitte & Touche LLP, as stated in
their reports, and the financial statements of Track Data Corporation
incorporated in this Prospectus by reference from Track Data Corporation's Form
8-K dated March 26, 1996 for the year ended December 31, 1995 have been audited
by Grant Thornton LLP, as to 1994 by Richard A. Eisner & Company, LLP and as to
1993 by Deloitte & Touche LLP, as stated in their reports, and the financial
statements of Innodata Corporation incorporated in this Prospectus by reference
from Track Data Corporation's Current Report on Form 8-K dated March 26, 1996
for the years ended December 31, 1995 and 1994 have been audited by Margolin,
Winer & Evens LLP and as to 1993 by Deloitte & Touche LLP, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firms given upon their
authority as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the validity of the
securities offered by this Prospectus will be passed on for the Company by Oscar
D. Folger, Esq., New York, New York. Mr. Folger is entitled to receive 30,562
shares of the Company's common stock pursuant to a TDC phantom stock plan at the
time he no longer performs services for the Company, or earlier with the
approval of the Board of Directors.
10
<PAGE> 12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated in this Prospectus and made a part
hereof by reference:
1. Global's report on Form 10-K for the year ended December 31,
1995, filed with the Commission pursuant to Section 13 of the
Securities Exchange Act of 1934.
2. The Company's Current Report on Form 8-K/A dated as of March
26, 1996 and filed on May 5, 1996.
3. The Company's Current Report on Form 8-K/A-2 dated as of March
26, 1996 and filed on July 3, 1996.
4. The Company's report on Form 10-Q for the quarter ended March
31, 1996, filed with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934.
5. The section entitled "Description of Common Stock" contained
in Global's Registration Statement No. 33-78570 on Form S-1
filed with the Commission, under the Securities Act of 1933,
and effective as of August 11, 1994.
In addition, all reports, proxy statements and other documents of
the Company hereafter filed with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering of the securities covered by this Prospectus or the
filing of a post-effective amendment which indicates that all securities have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated in this Prospectus and made a part hereof by reference
from the date of filing each such document. Any statement contained in an
earlier document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or 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 Prospectus.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS
The Company's Certificate of Incorporation includes a provision that
eliminates or limits the personal financial liability of the Company's
directors, except in situations where there has been a breach of the director's
duty of loyalty to the Company or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, liability under Section 174 of the Delaware General Corporation Law
relative to unlawful payment of dividends, stock purchases or redemptions, or
any transaction from which the director derived an improper personal benefit. In
addition, under its Certificate of Incorporation and By-Laws as well as under
separate agreements, the Company is required to indemnify its officers and
directors to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
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.
11
<PAGE> 13
FURTHER INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended, with respect to the securities offered by this Prospectus.
This Prospectus omits certain information contained in the Registration
Statement, as permitted by the rules and regulations of the Securities and
Exchange Commission. For further information, reference is made to the
Registration Statement which may be examined without charge at the Washington,
D.C. office of the Commission and copies of all or any part thereof may be
obtained from the Commission's office in Washington, D.C. upon payment of the
Commission's charge for copying. Statements contained in this Prospectus as to
the contents of any contract or other document which is an exhibit to the
Registration Statement, each such statement is deemed to be qualified and
amplified in all respects by the provisions of the exhibit.
12
<PAGE> 14
TRACK DATA CORPORATION
--------------------
220,000 Warrants
120,000 Underwriter Warrants
12,622,109 Shares of Common Stock
--------------------
PROSPECTUS
--------------------
July ___, 1996
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
13
<PAGE> 15
PART II
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered under this Registration Statement are estimated as
follows:
<TABLE>
<S> <C>
Securities and Exchange Commission fee $15,234
Blue sky qualification fees and expenses 500
Photocopying, Printing 1,500
Legal Fees and expenses 5,000
Accountant's fees and expenses 1,000
Miscellaneous 1,766
-------
Total $25,000
=======
</TABLE>
ITEM 15. Indemnification of Directors and Officers.
The Company has entered into agreements with each director in which
the Company agrees to indemnify each director and officer to the maximum extent
permitted by law.
The Company's Certificate of Incorporation provides that all
directors, officers, employees and agents of the Registrant shall be entitled to
be indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:
A director, or former director, shall not be liable to the
corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not eliminate
or limit the liability of a director: (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware, pertaining to the liability of directors for unlawful payment of
dividends or unlawful stock purchase or redemption; or (iv) for any transaction
from which the director derived an improper personal benefit.
Section 145 of the Delaware General Corporation Law concerning
indemnification of officers, directors, employees and agents is set forth below.
Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation may 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
II-1
<PAGE> 16
the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
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
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, upon a plea of nolo
contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith
and in a manner which 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
reasonable cause to believe that his conduct was unlawful.
(b) A corporation may 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 he is or was a director,
officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a
director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit 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 except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such persons shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty 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 upon application that,
despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem
proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, or
in 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.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors
by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if
II-2
<PAGE> 17
obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer,
to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses
incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
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 liability
under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued,
would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this
section with respect to the resulting or surviving
corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he
reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit
II-3
<PAGE> 18
plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as
referred to in this section.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, (the "Securities Act") may be permitted to
directors, officers, and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to the court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 16. Exhibits.
(5) Opinion of Oscar D. Folger as to legality*
(23) (a) Consent of Oscar D. Folger (included in Exhibit 5)*
(23) (b) Consent of Grant Thornton LLP (Filed herewith)
(23) (c) Consent of Deloitte & Touche LLP *
(23) (d) Consent of Richard A. Eisner & Company LLP *
(23) (e) Consent of Margolin, Winer & Evens LLP *
(23) (f) Consent of Deloitte Touche Tohmatsu (Filed herewith)
* Previously filed
ITEM 17. Undertakings.
The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are
being made, a post-effective amendment of 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
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any additional or changed material
information on the plan of distribution.
II-4
<PAGE> 19
Provided, however, that paragraphs (A)(i) and (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.
B. 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.
C. 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.
D. The undersigned registrant hereby undertakes that for
purposes of determining any liability under the Securities
Act of 1933, each filing of 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 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.
E. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registant pursuant
to any charter provisions, by-laws, contract,
arrangements, statute 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 such liabilities (other than the
payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the
registrant in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer or
controlling person in connection with with the securities
being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by a
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-5
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the City of New York, State of New York on the 28th day of June
1996.
TRACK DATA CORPORATION
By /s/ BARRY HERTZ
--------------------------
Barry Hertz
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date stated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ BARRY HERTZ Chairman of the Board and June 28, 1996
- ------------------------------- Chief Executive Officer
Barry Hertz
/s/ MORTON MACKOF President and Director June 28, 1996
- -------------------------------
Morton Mackof
/s/ MARTIN KAYE Vice President - Finance June 28, 1996
- ------------------------------- (Principal Accounting and Financial Officer)
Martin Kaye and Director
/s/ ALAN SCHNELWAR Senior Vice President and Director June 28, 1996
- -------------------------------
Alan Schnelwar
/s/ STAN STERN Executive Vice President and Director June 28, 1996
- -------------------------------
Stan Stern
/s/ DR. E. BRUCE FREDRIKSON Director June 28, 1996
- -------------------------------
Dr. E. Bruce Fredrikson
/s/ TODD SOLOMON Director
- -------------------------------
Todd Solomon
/s/ JACK SPIEGELMAN Director June 28, 1996
- -------------------------------
Jack Spiegelman
</TABLE>
<PAGE> 21
EXHIBIT INDEX
Exhibit No. Description
(5) Opinion of Oscar D. Folger as to legality*
(23)(a) Consent of Oscar D. Folger (included in Exhibit 5)*
(23)(b) Consent of Grant Thornton LLP (Filed herewith)
(23)(c) Consent of Deloitte & Touche LLP *
(23)(d) Consent of Richard A. Eisner & Company LLP *
(23)(e) Consent of Margolin, Winer & Evens LLP *
(23)(f) Consent of Deloitte Touche Tohmatsu (Filed herewith)
* Previously filed
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Track Data Corporation ("TDC") on Amendment No. 1 to Form S-3 of,
(i) our report dated February 16, 1996, accompanying the financial statements of
Global Market Information, Inc. ("Global") for the years ended December 31, 1995
and 1994, appearing in the Annual Report on Form 10-K of Global for the year
ended December 31, 1995, (ii) our report dated March 29, 1996, accompanying the
consolidated financial statements of TDC for the year ended December 31, 1995,
appearing in the Current Report on Form 8-K/A dated as of March 26, 1996, of
TDC, (iii) our report dated March 8, 1995 accompanying the financial statements
of Global for the year ended December 31, 1994, appearing in the Current Report
on Form 8-K/A-2 dated as of March 26, 1996, of TDC, and to the reference to our
firm under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Grant Thornton LLP
Melville, New York
July 1, 1996
<PAGE> 1
EXHIBIT 23(f)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Track Data Corporation on Amendment No. 1 to Form S-3 of our report
dated February 17, 1995 (relating to the financial statements of Track Data
(Japan), Ltd. not presented separately herein) appearing in the Current Report
on Form 8-K/A-2 dated as of March 26, 1996 of Track Data Corporation for the
year ended December 31, 1994, which is part of this Registration Statement.
Deloitte Touche Tohmatsu
June 26, 1996
