r Registration No. 333-91645
r As filed with the Securities and Exchange Commission on February 8, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
r AMENDMENT NO. 2
r TO
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. / /
r
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.
ITEM 16. Exhibits.
---------
r
r (23) (a) Consent of Oscar D. Folger (includes opinon required by
Exhibit 5)
(23) (b) Consent of Grant Thornton LLP (1)
(23) (c) Consent of Margolin, Winer & Evens LLP (1)
( 1) PREVIOUSLY FILED
SIGNATURES
r 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 8 day of February
2000.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ----------------------- Chairman of the Board and r February 8, 2000
Barry Hertz Chief Executive Officer
/s/ ----------------------- Senior Vice President r February 8, 2000
Alan Schnelwar and Director
/s/ ----------------------- Vice President - Finance, r February 8, 2000
Martin Kaye Secretary and Director
/s/ ----------------------- Director r February 8, 2000
E. Bruce Fredrikson
/s/ ----------------------- Director r February 8, 2000
Morton Mackof
/s/ ----------------------- Director r February 8, 2000
Jack Speigelman
/s/ ----------------------- Director r February 8, 2000
Stanley Stern
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 533,408
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.
r 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
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
r February 8, 2000
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