As filed with the Securities and Exchange Commission on July 19, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT 0F 1933
TRACK DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
6200
(Primary Standard Industrial
Classification Code Number)
22-3181095
(IRS Employer
Identification Number)
56 PINE STREET
NEW YORK, NEW YORK 10005
(212) 422-4300
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
MARTIN KAYE, VICE PRESIDENT - FINANCE
95 ROCKWELL PLACE
BROOKLYN, NEW YORK 11217
(718) 522-0222
(Name, address, including zip code
and telephone number, including
area code, of agent for service)
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 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
<S> <C> <C> <C> <C>
Proposed Proposed
Title of each maximum maximum Amount of
class of securities Amount to be offering price aggregate registration
to be registered registered per unit offering Price fee
Common Stock, 543,649 (1) $13.38 (1) $7,274,024 (1) $2,022.18
.01 par value
<FN>
(1) 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 of the Common Stock on July 14, 1999, a date within five (5) days prior to the
date of initial filing of this registration statement, as reported on Nasdaq National
Market System.
</TABLE>
Track Data Corporation 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, 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.
<PAGE>
1
Subject To Completion, Dated July 19, 1999
PROSPECTUS
TRACK DATA CORPORATION
543,649 SHARES OF COMMON STOCK
These shares may be offered and sold from time to time by certain security
holders of Track Data Corporation identified in this prospectus. The shares
that may be offered and sold in reliance on this prospectus consist of the
following:
- 34,482 shares of common stock ("Shares"), which were issued to Net
Earnings Corp. in a private transaction in exchange for 10% of the outstanding
common stock of Net Earnings Corp.
- 200,000 Shares issued to Headwaters Capital in a private placement for
$2.25 million in cash on July 2, 1999; 133,334 Shares issued to Cranshire
Capital LP in a private placement for $1.5 million in cash on July 12, 1999;
9,000 Shares issued to Kodiak Opportunity, L.P., 31,500 Shares issued to Kodiak
Opportunity Offshore, Ltd. and 9,500 Shares issued to Kodiak Opportunity 3C7,
L.P. in a private placement aggregating $562,500 in cash on July 12, 1999.
- 50,000 Shares issuable to Headwaters Capital; 33,333 Shares issuable to
Cranshire Capital L.P; 2,250 Shares issuable to Kodiak Opportunity, LP; 7,875
Shares issuable to Kodiak Opportunity Offshore, Ltd. and 2,375 Shares issuable
to Kodiak Opportunity 3C7, L.P.; 7,500 Shares issuable to Pegasus Capital; 7,500
Shares issuable to J.P. Carey, Inc.; 3,375 Shares issuable to Gary J. Shemano;
1,687 Shares issuable to William and Mary Corbett; 1,688 Shares issuable to
Mitchell S. and Kristen M. Levine, TTEE FBO The Levine Rev. Trust UTD 4/9/98;
750 Shares issuable to Brendan O'Neil; and 7,500 Shares issuable to Reedland
Capital Partners; all of which aforementioned Shares are issuable upon exercise
of Warrants expiring July 1 through 11, 2002 to purchase our Common Stock at
$16.88 per share.
The selling 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 System under the symbol
"TRAC." On July 14, 1999, the last reported sale price of the Common Stock on
Nasdaq was $13.00 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 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 Track Data Corporation 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.
__________________________
Information contained herein is subject to completion or amendment. A
registration statement for these securities has been filed with the SEC. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall
there be any sale of these securities in any state in which an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The date of this prospectus is _________, 1999.
<PAGE>
ABOUT TRACK DATA
Track Data Corporation (the "Company" or "TDC") operates in one business segment
providing real-time financial market data, fundamental research, charting, and
analytical services to institutional and individual investors through dedicated
telecommunication lines and the Internet. It also disseminates news and third
party database information from more than 100 sources worldwide.
Although the Company has provided similar information to the high-end
professional market over the Internet since 1996, it commenced such services to
the non-professional individual investor community in mid 1998 through its
myTrack service. Approximately 60,000 individuals have registered for the
service. myTrack delivers free continuously updating quotes, as well as news
and fundamental data. myTrack also offers various pay packages starting at
$19.95 per month plus exchanges fees for real-time quotes and enhanced market
data.
myTrack builds on the Company's long history of delivering mission critical
information to the most demanding customers in the investment community. Market
data is delivered direct from the original sources (such as the exchanges) to
the Company's facilities where the data is simultaneously redistributed to its
customers. Furthermore, the Company's telecommunication lines and Microsoft NT
server environments have been thoroughly tested. TDC's goal is to be the leader
in the market data industry in terms of quality and price. To address customer
concerns, myTrack contains an online chat feature that allows its customers to
communicate with each other, with paid hosts who answer questions and monitor
chat conversations, as well as to communicate directly with us. Customers can
comment on bugs, features or make suggestions. All communications are answered
within the day and suggestions for enhancements are considered, many of which
have been implemented since myTrack's introduction. The Company believes this
approach has resulted in a loyal following from subscribers.
myTrack operates through the use of a proprietary application software. Once the
user is attached to the Track host server, the connection link is constant, like
an open telephone connection. This allows us to provide dynamically updating
stock quotes and news and to immediately respond to all queries. Utilizing
myTrack's built-in trading platform allows the user to enter a trade that is
received instantaneously, as the connection is the same one that is already
connected for myTrack. The Company believes this is a competitive advantage over
other trading systems that require a new connection to a server every time
information is requested or sent.
On April 12, 1999, the Company began to offer online trading through its myTrack
service utilizing Track Securities Corporation ("TSC") as its broker dealer.
Fees charged by TSC start at $12.95 per trade. TSC is a broker-dealer owned and
operated by Jack Spiegelman, a director of the Company. The Company is licensing
its myTrack trading system to a subsidiary of TSC. The Company is receiving
$2.25 per trade pursuant to the agreement. In addition, TSC will pay to the
Company a share of the marketing and advertising costs incurred by the Company.
Further, Mr. Spiegelman has a five-year consulting agreement with the Company
pursuant to which he is to be paid an annual fee of the greater of $50,000 or 5%
of the after-tax earnings, if any, from trading activities. The Company intends
to apply for a broker-dealer license and, upon obtaining such license, will
terminate the relationship with TSC and transition the trading accounts from TSC
to the Company's broker-dealer.
myTrack is currently available at no cost to the consumer over the Internet,
offering delayed quotes, with the option of upgrading to real-time paid
services. Although most of the myTrack customers currently use the delayed quote
service for free, the paid subscriber base has been growing at over 10% per
month. The Company believes the myTrack trading platform, which is integrated
into the myTrack monitor screen, will encourage free users to trade through the
system, as well as to upgrade their myTrack subscription to real-time paid
services.
The Company maintains offices in the U.S. and Europe, with its executive offices
located at 56 Pine Street, New York, New York 10005 and at 95 Rockwell Place,
Brooklyn, New York 11217. Its telephone number is 212-943-4555 or 718-522-7373.
<PAGE>
RISK FACTORS
An investment in the offered shares involves a high degree of risk. Prospective
investors should understand that they may lose their investment and should
consider carefully the following risk factors in making their investment
decision. This prospectus contains and incorporates by reference forward-looking
statements which are intended to fall within the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Examples include the
discussion under "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Form 10-K for the year
ended December 31, 1998. These statements are based on current expectations that
involve a number of uncertainties including those set forth in the following
risk factors. Actual results could differ materially from those results
projected in these forward-looking statements.
WE MAY NOT OPERATE PROFITABLY IN THE FUTURE. We incurred an operating loss of
$335,000 in the first quarter of 1999, before a gain from a lease buyout of
$300,000. We anticipate operating losses to increase considerably as we
increase customer service and support personnel and continue to enhance our
telecommunications and server capacity. Further, to achieve the Company's goal
to become a significant competitor in the online trading marketplace, the
required expenditures for marketing and advertising will contribute
significantly to future operating losses. We are unable to predict a future time
when revenues from our customer base will be at a level to exceed the
expenditures necessary to operate profitably.
WE MAY BE ADVERSELY AFFECTED IF WE ARE NOT YEAR 2000 COMPLIANT. If we, or our
data suppliers, are not Year 2000 compliant by December 31, 1999, we may have to
suspend our services for an indeterminate amount of time, which would materially
affect our revenue and funds for operations. We are in the process of testing
our internal information technology systems to determine Year 2000 compliance.
We are also in the process of surveying our principal suppliers and customers to
identify our potential exposure in the event they are not Year 2000 compliant in
a timely manner.
We believe that our information technology systems and services will be Year
2000 compliant. We are not currently aware of any material impact on our
business, operations or financial condition due to Year 2000 non-compliance by
any of our suppliers or major customers. Although we are testing our systems
and surveying our suppliers and major customers, there is no assurance that our
systems, or those of our suppliers or major customers, will function correctly
after December 31, 1999. Any malfunction in our information technology systems,
or those of our suppliers or major customers, could cause us to incur
significant costs and have a material adverse effect on our business, financial
condition and results of operations.
WE COMPETE WITH CORPORATIONS WHO HAVE GREATER FINANCIAL, TECHNICAL AND MONETARY
RESOURCES THAN WE DO. We operate in a highly competitive market in which we
compete with other distributors of financial and business information, some of
whom have substantially greater financial resources. We compete, 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 we will not
encounter increased competition in the future, which could limit our ability to
maintain or increase market share or maintain margins, and which could have a
material adverse effect on our business, financial condition or operating
results. The industry in which we compete is characterized by developments
requiring rapid adaptation to provide competitive products and services. We
believe that 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 our financial condition and operating results. We believe our primary
competitors include Bridge Information Systems, Bloomberg, the Comstock unit of
Standard & Poors, the ILX unit of Thomson Corporation, Reuters, Quote.com,
Signal, DTN, PC Quote and AT Financial. Many of these competitors have
significantly greater financial, technical and marketing resources and greater
name recognition than we do. We cannot assure you that we will be able to
compete effectively with current or future competitors.
In April 1999, we commenced offering online trading through our myTrack service.
Although we are not a broker-dealer, our myTrack service competes with services
offered by online brokers. The market for brokerage services is rapidly evolving
and intensely competitive. We expect competition to continue and intensify in
the future. We face direct competition from other discount brokerage firms, many
of which provide touch-tone telephone and online brokerage services but do not
maintain significant branch networks. We also encounter competition from
established full commission brokerage firms whose pricing and Internet
strategies are continuing to evolve and who could elect to market the same types
of services that we offer. In addition, we compete with financial institutions,
mutual fund sponsors and other organizations, some of which provide (or may in
the future provide) electronic and other discount brokerage services.
Increased financial profit levels within the securities industry over the past
several years have strengthened existing competitors. We believe that such
success will continue to attract new competitors to the industry, such as banks,
software development companies, insurance companies, providers of online
financial and information services and others. Commercial banks and other
financial institutions have become more competitive with us by offering their
customers certain corporate and individual financial services traditionally
provided by securities firms. The current trends toward consolidation and
product line expansion in the commercial banking industry could further increase
competition in all aspects of our business. To the extent our competitors are
able to attract and retain customers based on the convenience of one-stop
shopping, our business or ability to grow could be adversely affected. In many
instances, we are competing with such organizations both for the same customers
and for experienced brokers, technical and other personnel.
We believe our competition consists of large and small brokerage firms,
utilizing the Internet to transact retail brokerage business. Among these
competitors are E*Trade Group, Inc., Charles Schwab & Co., Inc., Quick & Reilly,
Inc., Waterhouse Securities, Inc., Fidelity Brokerage Services, Inc. and Datek
Securities Corp. We also face competition for customers from full commission
brokerage firms, including Morgan Stanley Dean Witter & Co., PaineWebber
Incorporated and Salomon Smith Barney, as well as financial institutions and
mutual funds. We cannot assure you that we will be able to compete effectively
with current or future competitors.
WE WILL NEED TO INTRODUCE NEW SERVICES AND PRODUCTS IN A TIMELY MANNER IN ORDER
TO REMAIN COMPETITIVE. Our future success will depend in large part on our
ability to develop and enhance our services and products. We operate in a very
competitive industry in which the ability to develop and deliver advanced
services through the Internet and other channels is a key competitive factor.
There are significant technical risks in the development of new or enhanced
services and products, including the risk that we will be unable to effectively
use new technologies, adapt our services and products to emerging industry
standards, or develop, introduce and market enhanced or new services and
products.
If we are unable to develop and introduce enhanced or new services and products
quickly enough to respond to market or customer requirements or to comply with
emerging industry standards, or if these services and products do not achieve
market acceptance, our business, financial condition and operating results could
be materially adversely affected.
OUR BUSINESS COULD BE HARMED BY MARKET VOLATILITY AND OTHER SECURITIES INDUSTRY
RISKS. Our revenues are derived primarily from the securities industry and
related services, and we expect this business to continue to account for almost
all of our revenues. We are likely to be directly and indirectly affected by
economic and political conditions, broad trends in business and finance and
changes in the conditions of the securities markets in which our customers
trade. Over the past several years the securities markets have fluctuated
considerably. A downturn in this market could adversely affect our operating
results. Recently, the markets for technology and Internet-related stocks have
been especially volatile, and a significant downturn could have an even greater
effect on us because a substantial portion of our myTrack customers invest in
these types of stocks. In previous major stock market declines, many firms in
the securities industry suffered financial losses, and the level of individual
investor trading activity decreased after these events. When trading volume is
low, our profitability would likely be adversely affected because a significant
portion of our costs do not vary with revenue. For these reasons, severe market
fluctuations could have a material adverse effect on our business, financial
condition and operating results. Some of our competitors with more diversified
business lines might withstand such a downturn in the securities industry better
than we would.
CAPACITY CONSTRAINTS AND SYSTEM FAILURES COULD HARM OUR BUSINESS. We receive and
process customer trade orders through electronic means such as the Internet and
dial-up links to our private computer networks. In addition, execution of
customer trades is made through a series of computerized processing systems and
links to third parties. Thus, we depend heavily on the capacity and reliability
of the electronic systems supporting this type of trading. Heavy use of our
systems during peak trading times or at times of unusual market volatility could
cause our systems to operate slowly or even to fail for periods of time. High
trading volume may cause significant delays in executing trading orders,
resulting in some customers' orders being executed at prices they did not
anticipate. These occurrences are dissatisfying to our customers, who may file
formal complaints with us or industry regulatory organizations, initiate
regulatory inquiries or proceedings, file lawsuits against us, switch brokers or
cease online trading altogether. While we constantly monitor system loads and
performance and regularly implement system upgrades to handle predicted
increases in trading volume and volatility, we cannot assure you that we will be
able to accurately predict such future volume increases or volatility or that
our systems will be able to accommodate such volume increases or volatility
without failure or degradation.
System failures or service interruptions could cause substantial losses for our
customers and result in decreased commission revenues from customer trading
activities and in loss of customer accounts, customer inability to satisfy
margin obligations and harm to our reputation and the perception of our trading
system's reliability. Any significant degradation or failure of our trading
systems or any other systems in the trading process could cause customers to
suffer delays in trading. During a systems failure, we may not be able to
process the volume of telephone orders placed by our customers. Additionally, a
natural disaster, power or telecommunications failure or act of war, may cause
an extended systems failure. Computer viruses or unauthorized access to or
sabotage of our network by a third party could also result in system failures or
service interruptions.
THE FUTURE SUCCESS OF OUR MARKET DATA AND ONLINE BROKERAGE BUSINESSES WILL
DEPEND ON THE CONTINUED DEVELOPMENT AND MAINTENANCE OF THE INTERNET
INFRASTRUCTURE. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. Our
future success will depend upon the development and maintenance of the
Internet's infrastructure to cope with this increased traffic. This will require
a reliable network backbone with the necessary speed, data capacity and
security, and the timely development of complementary products, such as high
speed modems, for providing reliable Internet access and services.
Many Internet service providers, which provide our customers with access to the
Internet, and other suppliers of Internet systems and components have
experienced a variety of outages and other delays as a result of damage to
portions of their infrastructure and other technical problems and could face
similar outages and delays in the future. Such outages and delays are likely to
affect the level of Internet usage and the processing of transactions and are
not within our control. In addition, the Internet could lose its viability due
to delays in the development or adoption of new standards to handle increased
levels of activity or due to increased government regulation. The adoption of
new standards or government regulation may require us to incur substantial data
processing development and compliance costs. Critical issues concerning the
commercial use of the Internet, including security, reliability, cost, ease of
use, accessibility and quality of service, remain unresolved. These issues may
negatively affect the growth of Internet use or the attractiveness of commerce
and communications on the Internet and, therefore impede our ability to grow.
WE DEPEND ON THIRD PARTIES FOR IMPORTANT ASPECTS OF OUR BUSINESS OPERATIONS. We
presently offer online trading to our myTrack customers utilizing Track
Securities Corporation as broker-dealer and Herzog, Heine, Geduld, Inc. to clear
trades for our customers. If either party were unable or unwilling to provide
these services, we would need to find a suitable replacement. The failure to
find a suitable replacement or to come to an agreement with an acceptable
alternate provider on terms acceptable to us could materially adversely affect
our business, results of operations and financial condition.
WE OPERATE IN A HIGHLY REGULATED INDUSTRY AND COMPLIANCE FAILURES COULD
ADVERSELY AFFECT OUR BUSINESS. While we are not a broker-dealer, Track
Securities Corp. ("TSC") is the broker-dealer for our customers and is subject
to extensive regulation covering all aspects of the securities business,
including registration of offices and personnel, sales methods, acceptance and
execution of customer orders, handling of customer funds and securities, trading
practices, capital structure, record keeping, conduct of directors, officers and
employees and supervision.
The various governmental authorities and industry self-regulatory organizations
that supervise and regulate TSC and our clearing firm, Herzog, Heine, Geduld,
Inc., generally have broad enforcement powers to censure, fine, issue
cease-and-desist orders or suspend or expel us or any of our officers or
employees who violate applicable laws or regulations. Their ability to comply
with all applicable laws and rules is largely dependent on their establishment
and maintenance of compliance and reporting systems, as well as their ability to
attract and retain qualified compliance and other personnel. They could be
subject to disciplinary or other regulatory or legal actions in the future due
to noncompliance.
Recently, various regulatory and enforcement agencies have been reviewing
systems capacity, customer access, best execution practices, and other service
issues as they relate to the discount and online brokerage industry. These could
result in enforcement actions, new regulations, or the retroactive application
of existing regulations, any of which could have a material adverse effect on
our business, financial condition and operating results.
In addition, we use the Internet as a major distribution channel to provide
products and services to our customers. Due to the increasing popularity of the
Internet, it is possible that new laws and regulations may be adopted dealing
with such issues as user privacy, content and pricing. Such laws and regulations
might increase our cost of using, or limit our ability to use, the Internet as a
distribution channel, which in turn could have a material adverse effect on our
business, financial condition and operating results.
OUR OPERATIONS WOULD BE INTERRUPTED IF THE SERVICES OF OUR CLEARING BROKER IS
TERMINATED. Track Securities is dependent on the operational capacity and the
ability of its clearing broker for the orderly processing of transactions. TSC's
clearing agreement with Herzog may be terminated by either party, upon 30 days
prior written notice. Termination or material interruptions of services provided
by TSC's clearing broker would have a material adverse effect on our delivery of
services to our customers. TSC's agreement with its clearing broker provides
that the clearing broker process all securities transactions for the accounts of
TSC's customers. Services of the clearing brokers include billing and credit
extension, control and receipt, custody and delivery of securities.
THIRD PARTIES COULD OBTAIN ACCESS TO OUR PROPRIETARY INFORMATION OR
INDEPENDENTLY DEVELOP SIMILAR TECHNOLOGIES BECAUSE OF THE LIMITED PROTECTION FOR
OUR INTELLECTUAL PROPERTY. Third parties may copy or obtain and use our
proprietary technologies, ideas, know-how and other proprietary information
without authorization or independently develop technologies similar or superior
to our technologies. Policing unauthorized use of our technologies and other
intellectual property is difficult, particularly because the global nature of
the Internet makes it difficult to control the ultimate destination or security
of software or other data transmitted. Furthermore, the laws of other
jurisdictions may afford little or no effective protection of our intellectual
property rights. Our business, financial condition and operating results could
be adversely affected if we are unable to protect our intellectual property
rights.
OUR PRINCIPAL STOCKHOLDER IS 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 April 30, 1999, Barry Hertz, the
Company's Chairman, directly or indirectly owned 11,474,645 shares of the
Company's Common Stock or approximately 76% of our shares of Common Stock then
outstanding. He is 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.
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. Barry Hertz, the Chairman of the Board and Chief
Executive 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.
OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A THIRD-PARTY ACQUISITION OF US
DIFFICULT. Certain provisions of the Delaware General Corporation Law may delay,
discourage or prevent a change in control. These provisions may discourage bids
for our Common Stock at a premium over the market price and may adversely affect
the market price and the voting and other rights of the holders of our common
stock. In addition, our governing documents authorize the issuance of up to one
million shares of preferred stock without stockholder approval, with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of our 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 we have no present intention to issue any shares of preferred
stock, there can be no assurance that we 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.
OUR DIRECTORS' LIABILITY FOR THEIR ACTIONS IS LIMITED AND WE MAY INDEMNIFY THEM
IF THEY ARE SUED. Our governing documents limit the liability of our 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 our 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. These
documents also provide 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 our
Company pursuant to the foregoing provisions, we have been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
IT IS UNLIKELY THAT WE WILL PAY DIVIDENDS. We have not paid any cash dividends
since our inception and do not anticipate paying any cash dividends in the
foreseeable future. There can be no assurance that our operations will result
in sufficient earnings to enable us to pay dividends. It is anticipated that
earnings, if any, will be used to finance our growth.
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission ("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.
<PAGE>
The following documents of our Company which have been filed with the SEC are
hereby incorporated by reference in this prospectus:
<TABLE>
<CAPTION>
<S> <C>
SEC Filing Content
Annual Report on Form 10-K Year ended December 31, 1998
Quarterly Report on Form 10-Q Quarter ended March 31, 1999
Registration Statement on Form S-1 of Section titled "Description of Common
Global Market Information, Inc. Stock"
No. 33-78570, Effective August 11, 1994
</TABLE>
You may request a copy of these documents, at no cost, by writing to:
Track Data Corporation
95 Rockwell Place
Brooklyn, NY 11217
Attention: Investor Relations
Telephone: (718) 522-7373
MATERIAL DEVELOPMENTS
Since the Company's most recent filing on Form 10-Q for the quarter ended March
31, 1999, no material developments have occurred.
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, except for proceeds received upon exercise of warrants. Any proceeds
received from exercise of warrants will be used for general corporate purposes.
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."
SELLING SECURITY HOLDERS
The following table sets forth the names of the selling security holders, the
number of shares of common stock owned beneficially by each selling security
holder as of the date of this prospectus and the number of shares that may be
offered pursuant to this prospectus. This information is based upon information
provided by the selling security holder.
No estimate can be given as to the number of shares that will be held by any
selling security holder 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 holder named below.
<TABLE>
<CAPTION>
<S> <C> <C>
Number Number of
of Shares Shares
Beneficially Registered
Name of Selling Security Holder Owned for Sale(1)
- ------------------------------------- ------------ -----------
Net Earnings Corp. 34,482 34,482
Headwaters Capital 250,000 250,000
Kodiak Opportunity, L.P. 13,950 11,250
Kodiak Opportunity Offshore, Ltd 48,825 39,375
Kodiak Opportunity 3C7, L.P 14,725 11,875
Cranshire Capital LP 166,667 166,667
Gary J. Shemano 3,375 3,375
William & Mary Corbett 1,687 1,687
Mitchell S. & Kristen M. Levine, TTEE 1,688 1,688
FBO The Levine Rev. Trust UTD 4/9/98
Brendan O'Neil 750 750
Reedland Capital Partners 7,500 7,500
Pegasus Capital 7,500 7,500
J. P. Carey, Inc 7,500 7,500
<FN>
(1) This registration statement also shall cover any additional shares of
common stock which become issuable in connection with any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Company's outstanding shares of Common Stock.
</TABLE>
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 stockholders have severally advised us that:
- the shares may be sold by the selling stockholders or their respective
pledgees, donees, transferees or successors in interest, in sales occurring in
the public market, in privately negotiated transactions, in block trades,
through the writing of options on shares, hedging transactions, short sales,
direct sales to one or more purchasers, or in a combination of such
transactions;
- each sale may be made either at market prices prevailing at the time of
such sale, at a fixed offering price, at varying prices determined at the time
of 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;
- 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.
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 shares of Common Stock covered by this prospectus
which qualify for sale pursuant to Rule 144 of the Securities Act 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 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 severally agreed to indemnify and hold us and
our officers and directors harmless, with respect to any losses resulting from
any untrue statement of a material fact in, or omission of a material fact from,
this prospectus or the registration statement of which it is a part, including
amendments and supplements, if such statement or omission was contained in
information furnished to us in writing by such selling security holder
specifically for inclusion in 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.
EXPERTS
The consolidated financial statements of Track Data Corporation incorporated in
this Prospectus by reference from the Company's Annual Report on Form 10-K for
each of the three years in the period ended December 31, 1998 have been audited
by Grant Thornton LLP, independent certified public accountants, as stated in
their report, and the consolidated financial statements of Innodata Corporation
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the years ended December 31, 1998 and 1997 have been audited by
Grant Thornton LLP and for the year ended December 31, 1996 have been audited by
Margolin, Winer & Evens 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.
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 Track
Data Corporation, 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
the Company 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.
<PAGE>
TRACK DATA CORPORATION
543,649 SHARES OF COMMON STOCK
__________________________
PROSPECTUS
__________________________
__, 1999
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $ 140.25
Accounting Fees and Expense 5,000.00
Miscellaneous 359.75
---------
Total $5,500.00
=========
</TABLE>
All fees and expenses other than the SEC registration fee are estimated. The
expenses listed above will be paid by Track Data.
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 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 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 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
(23) (c) Consent of Margolin, Winer & Evens LLP
ITEM 17. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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 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 (1)(a)(i) and (1)(a)(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.
2. 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.
3. 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
Track Data Corporation 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, Track Data Corporation 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.
<PAGE>
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 15th day of July
1999.
TRACK DATA CORPORATION
By /s/
------------------
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>
<S> <C> <C>
SIGNATURE TITLE DATE
- ------------------- ------------------------- -------------
/s/ Chairman of the Board and July 15, 1999
- -------------------
Barry Hertz Chief Executive Officer
/s/ Senior Vice President July 15, 1999
- -------------------
Alan Schnelwar and Director
/s/ Vice President - Finance, July 15, 1999
- -------------------
Martin Kaye Secretary and Director
/s/ Director July 15, 1999
- -------------------
E. Bruce Fredrikson
/s/ Director July 15, 1999
- -------------------
Morton Mackof
/s/ Director July 15, 1999
- -------------------
Jack Speigelman
/s/ Director July 15, 1999
- -------------------
Stanley Stern
</TABLE>
EXHIBIT 23(a)
LAWYERS OPINION AND CONSENT
We have acted as counsel to Track Data Corporation, a Delaware corporation (the
"Company") in connection with the registration by the Company of 543,649 shares
of its common stock, $.01 par value (the "Shares"). The Shares are the subject
of a Registration Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Act"). As counsel to the Company we have examined and relied upon
the original or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records and other instruments as we have deemed
necessary in order to render the following opinion.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, validly issued and fully paid and nonassessable.
We are aware that we are referred to under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and we hereby consent to such
reference to us and to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, however, we do not hereby imply
or admit that we are within the category of persons whose consent is required
under Section 7 of the Act or under the General Rules and Regulations of the
Securities and Exchange Commission adopted thereunder.
Oscar D. Folger
Law Offices of Oscar D. Folger
New York, New York
July 16, 1999
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Track Data Corporation on Form S-3 of our report dated February 26, 1999,
appearing in the Annual Report on Form 10-K of Track Data Corporation for each
of the three years in the period ended December 31, 1998 and of our report dated
February 25, 1999, as to Innodata Corporation, appearing in the Annual Report on
Form 10-K of Innodata Corporation for the years ended December 31, 1998 and 1997
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 16, 1999
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Track Data Corporation on Form S-3 of our report dated March 14, 1997,
appearing in the Annual Report on Form 10-K of Track Data Corporation as to the
financial statements of Innodata Corporation for the year ended December 31,
1996 and to the reference to our firm under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Margolin, Winer & Evens LLP
Garden City, New York
July 16, 1999
