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April 14, 1999 19:47
PC QUOTE INC files for stock offer.
Excerpted from S-3 filed on 04/14 by PC QUOTE INC:
PC QUOTE INC files for stock offer.
Calculation of registration fee
Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered per unit price fee
S C C C C
common stock 11,246,063(1) $9.125(2) $102,620,325(2) $28,528.45
TABLE
Subject To Completion, Dated April 14, 1999
PROSPECTUS
PC QUOTE, INC.
11,246,063 SHARES OF COMMON STOCK
____________________________________
These shares may be offered and sold from time to time by certain security
holders of PC Quote identified in this prospectus. The shares that may be
offered and sold in reliance on this prospectus consist of the following:
- 640,000 shares of common stock, which were issued to three investors,
Howard Todd Horberg, Steve Levy and Cranshire Capital, LP, in a
private placement for $1.0 million in cash on December 30, 1998;
- 2,861,250 shares of common stock, representing 150% of the minimum
number of shares issuable to Physicians Insurance Company of Ohio upon
conversion of 19,075 shares of our Series A preferred stock, which
were issued to Physicians on December 18, 1998;
- 4,318,650 shares of common stock, representing 150% of the minimum
number of shares issuable to PICO Holdings, Inc. upon conversion of
28,791 shares of our Series B preferred stock, which were issued to
PICO on December 18, 1998;
- 320,000 shares of common stock issuable to the three investors upon
exercise of warrants expiring December 30, 2001 to purchase our common
stock at $1.875 per share, which were issued on December 30, 1998;
- 3,106,163 shares of common stock issuable to PICO upon exercise of a
warrant expiring April 30, 2005, to purchase our common stock at
$1.575 per share, which was issued to PICO on December 18, 1998.
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 American Stock Exchange under the symbol
"PQT." On April 8, 1999, the last reported sale price of the common stock on
the American Stock Exchange was $9.625 per share.
We have experienced significant operating losses, which have adversely
affected our current results of operations and liquidity. These conditions
raise doubt about our ability to continue as a going concern.
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