SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
HyperFeed Technologies, Inc. (formerly known as PC Quote, Inc.)
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
44913S 10 2
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(CUSIP Number)
James F. Mosier,
Corporate Secretary and General Counsel
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
(858) 456-6022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 2005; January 23, 2006; February 15, 2006;
March 15, 2006; March 30, 2006
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(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 44913S 10 2 AMENDMENT NO. 12
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
PICO Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 6,367,790 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 6,367,790 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,367,790 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
80.7%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC; CO
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Item 1. Security and Issuer.
This Amendment No. 12 to Schedule 13D ("Amendment No. 12") relates to
the shares of Common Stock, $.001 par value (the "HyperFeed Shares"), of
HyperFeed Technologies, Inc., a Delaware corporation formerly known as PC Quote,
Inc. ("HyperFeed"). The address of the principal executive offices of HyperFeed
is 300 South Wacker Drive, Suite 300, Chicago, Illinois 60606.
Note: All share numbers in this Amendment No. 12 have been adjusted to reflect a
one-for-ten reverse stock split effected by HyperFeed on August 13, 2003.
Item 2. Identity and Background.
The person filing this Amendment No. 12 is PICO Holdings, Inc.
("Holdings").
Holdings is a California insurance and investment holding company.
Holdings' business address is 875 Prospect Street, Suite 301, La Jolla,
California 92037.
The directors of Holdings include:
(i) S. Walter Foulkrod, III, Esq., whose business address is
Foulkrod Ellis Professional Corporation, Attorneys at Law, 2010 Market Street,
Camp Hill, Pennsylvania 17011. Mr. Foulkrod is an attorney and the owner of
one-third of the issued and outstanding capital stock of Foulkrod Ellis
Professional Corporation, Attorneys at Law. Mr. Foulkrod is a citizen of the
United States of America (the "United States").
(ii) Richard D. Ruppert, MD, whose business address is 875
Prospect Street, Suite 301, La Jolla, California 92037. Dr. Ruppert is a
physician. Dr. Ruppert is a citizen of the United States.
(iii) John R. Hart, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Hart serves as President and
Chief Executive Officer of Holdings. Mr. Hart also serves as a director of
HyperFeed. Mr. Hart is a citizen of the United States.
(iv) Ronald Langley, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Langley serves as Chairman of
the Board of Holdings. Mr. Langley also serves as a director of HyperFeed. Mr.
Langley is a citizen of the United States.
(v) John D. Weil, whose business address is 200 North
Broadway, Suite 825, St. Louis, Missouri 63102-2573. Mr. Weil serves as
President of Clayton Management Company, a strategic investment company. Mr.
Weil is a citizen of the United States.
(vi) Carlos C. Campbell, whose business address is 11530 Links
Drive, Reston, Virginia 20190-4821. Mr. Campbell serves as President of C.C.
Campbell & Co., a business consulting firm. Mr. Campbell also serves as a
director of HyperFeed. Mr. Campbell is a citizen of the United States.
(vii) Kenneth J. Slepicka, whose business address is 875
Prospect Street, Suite 301, La Jolla, California 92037. Ms. Slepicka is the
Chief Executive Officer of Synthonics Inc., an
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early stage biotechnology company. Ms. Slepicka also serves as a director of
HyperFeed. Mr. Slepicka is a citizen of the United States.
The executive officers of Holdings, in addition to Messrs. Langley and
Hart, are:
(i) Richard H. Sharpe, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Sharpe serves as Chief
Operating Officer of Holdings. Mr. Sharpe is a citizen of the United States.
(ii) Maxim C. W. Webb, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Webb serves as Chief
Financial Officer and Treasurer of Holdings. He is a citizen of Great Britain.
(iii) James F. Mosier, Esq., whose business address is 875
Prospect Street, Suite 301, La Jolla, California 92037. Mr. Mosier serves as
General Counsel and Corporate Secretary of Holdings. He is a citizen of the
United States.
(iv) W. Raymond Webb, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Webb serves as Vice
President, Investments of Holdings. He is a citizen of New Zealand.
(v) John T. Perri, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Perri serves as Vice
President, Controller of Holdings. He is a citizen of the United States.
There is no controlling shareholder of Holdings.
B. During the last five years, Holdings and, to the best knowledge of
Holdings, no individual named in Item 2(A) of this Amendment No. 12, has been
convicted in a criminal proceeding.
C. During the last five years, Holdings and, to the best knowledge of
Holdings, no individual named in Item 2(A) of this Amendment No. 12, was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Please see Item 4 of this Amendment No. 12.
Item 4. Purpose of Transaction.
On December 20, 2005, HyperFeed issued a Promissory Note (the "December
20, 2005 Note") to Holdings evidencing the borrowing by HyperFeed from Holdings
of $810,000 at an interest rate of 7.0% per annum. The entire unpaid principal
balance and related interest under the December 20, 2005 Note were due and
payable not later than January 31, 2006.
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On January 23, 2006, HyperFeed issued a Promissory Note (the "January
23, 2006 Note") to Holdings evidencing the borrowing by HyperFeed from Holdings
of $1,500,000 at an interest rate of 7.0% per annum. The entire unpaid principal
balance and related interest under the January 23, 2006 Note were due and
payable not later than February 28, 2006.
On February 15, 2006, HyperFeed issued a Promissory Note (the "February
15, 2006 Note") to Holdings evidencing the borrowing by HyperFeed from Holdings
of $3,310,000 at an interest rate of 7.0% per annum. The February 15, 2006 Note
acknowledged the borrowings under the December 20, 2005 Note and the January 23,
2006 Note. HyperFeed borrowed an additional $1,000,000 under the February 15,
2006 Note. The principal sum borrowed under the December 20, 2005 Note, the
January 23, 2006 Note and the February 15, 2006 Note totaled $3,310,000. In
connection with the issuance of the February 15, 2006 Note, the December 20,
2005 Note and the January 23, 2006 Note were cancelled. The entire unpaid
principal balance and related interest under the February 15, 2006 Note were due
and payable not later than March 31, 2006.
On March 15, 2006, HyperFeed issued a Promissory Note (the "March 15,
2006 Note") to Holdings evidencing the borrowing by HyperFeed from Holdings of
$4,160,000 at an interest rate of 7.0% per annum. The March 15, 2006 Note
acknowledged the borrowing under the February 15, 2006 Note. HyperFeed borrowed
an additional $850,000 under the March 15, 2006 Note. The principal sum borrowed
under the February 15, 2006 Note and the March 15, 2006 Note totaled $4,160,000.
In connection with the issuance of the March 15, 2006 Note, the February 15,
2006 Note was cancelled. The entire unpaid principal balance and related
interest under the March 15, 2006 Note were due and payable not later than April
30, 2006.
On March 30, 2006, HyperFeed issued to Holdings a Secured Convertible
Promissory Note (the "March 30, 2006 Convertible Note") which replaced the March
15, 2006 Note. Under the terms of the March 30, 2006 Convertible Note, Holdings
may borrow up to $10,000,000 at an interest rate equal to the prime rate plus
2.75%. The March 30, 2006 Convertible Note acknowledged the borrowing under the
March 15, 2006 Note, that the unpaid principal and accrued interest under the
March 15, 2006 Note was included in the $10,000,000 principal sum of the March
30, 2006 Convertible Note and that accordingly $4,160,000 principal and accrued
interest had been advanced under the terms of the March 30, 2006 Convertible
Note. In connection with the issuance of the March 30, 2006 Convertible Note,
the March 15, 2006 Note was cancelled.
HyperFeed is obligated to repay all outstanding principal and accrued
interest under the March 30, 2006 Convertible Note, (i) on March 29, 2008 or
(ii) in Holdings' sole discretion, any date after and including March 30, 2008
as Holdings may declare. The March 30, 2006 Convertible Note, which is
convertible by Holdings at any time into HyperFeed Shares, provides that the
number of HyperFeed Shares that Holdings would receive in connection with a
conversion of any amounts outstanding under the March 30, 2006 Convertible Note
would be determined by dividing the total outstanding amount to be converted by
the lesser of (i) 80% of the five-day moving average per share price of the
HyperFeed Shares on the date of conversion
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or (ii) 80% of $1.05 per share. The number of HyperFeed Shares issuable upon
conversion of the March 30, 2006 Convertible Note is not subject to a cap and
includes anti-dilution provisions.
The March 30, 2006 Convertible Note is secured by all personal property
of HyperFeed. In addition, the March 30, 2006 Convertible Note contains
customary negative covenants by HyperFeed addressing dispositions; changes in
business or changes in control or executive office; mergers or acquisitions;
indebtedness; encumbrances; distributions; investments; transactions with
affiliates; and negative pledge agreements.
In addition, in connection with and as a condition precedent to the
obligation of Holdings to make advances under the March 30, 2006 Convertible
Note, HyperFeed issued to Holdings a Warrant to Purchase 125,000 Shares of
Common Stock, at an exercise price of $1.05 per share (the "March 30, 2006
Common Stock Warrant"). The March 30, 2006 Common Stock Warrant may be exercised
at any time and expires on March 30, 2009.
Holdings used working capital to fund all advances to HyperFeed
pursuant to the December 20, 2005 Note, the January 23, 2006 Note, the February
15, 2006 Note, the March 15, 2006 Note and the March 30, 2006 Convertible Note.
Item 5. Interest in Securities of the Issuer.
(A)(B) Beneficial Ownership of HyperFeed Shares:
HyperFeed Shares
which may be Acquired Total HyperFeed Percent of
upon Exercise of Shares Outstanding
HyperFeed Shares Common Stock Beneficially HyperFeed
Person (1) Currently Held Warrants Owned Shares (2)
---------- ---------------- --------------------- --------------- -----------
Holdings 6,117,790 250,000(3) 6,367,790 80.7%
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(1) None of the directors or executive officers of Holdings individually
beneficially owns any HyperFeed Shares. The directors and executive
officers of Holdings disclaim beneficial ownership of the HyperFeed
Shares beneficially owned by Holdings.
(2) The percent of the outstanding HyperFeed Shares is based upon
7,643,474 HyperFeed Shares outstanding as of April 6, 2006, and the
number of HyperFeed Shares that Holdings may acquire upon exercise of
the Warrant to Purchase 125,000 Shares of Common Stock issued by
HyperFeed to Holdings on August 26, 2005 (the "August 26, 2005 Common
Stock Warrant") and the March 30, 2006 Common Stock Warrant.
(3) Includes 125,000 HyperFeed Shares which may be acquired upon exercise
of the August 26, 2005 Common Stock Warrant and 125,000 HyperFeed
Shares which may be acquired upon exercise of the March 30, 2006
Common Stock Warrant, each of which is beneficially owned directly by
Holdings.
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(C) See Item 4 of this Amendment No. 12.
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See Items 4, 5(A), 5(B) and 7 of this Amendment No. 12.
Except as set forth herein, Holdings does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to the securities of HyperFeed, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Warrant to Purchase 125,000 Shares of Common Stock
issued by HyperFeed Technologies, Inc. to PICO
Holdings, Inc. on August 26, 2005 (Incorporated herein
by reference to Exhibit 10.2 to the Current Report on
Form 8-K (File No. 0-13093) filed by HyperFeed
Technologies, Inc. on September 1, 2005)
Exhibit B - Promissory Note, dated December 20, 2005, issued by
HyperFeed Technologies, Inc. to PICO Holdings, Inc.
(cancelled on February 15, 2006) (Incorporated herein
by reference to Exhibit 10.1 to the Current Report on
Form 8-K (File No. 0-13093) filed by HyperFeed
Technologies, Inc. on December 27, 2005)
Exhibit C - Promissory Note, dated January 23, 2006, issued by
HyperFeed Technologies, Inc. to PICO Holdings, Inc.
(cancelled on February 15, 2006) (Incorporated herein
by reference to Exhibit 10.2 to the Current Report on
Form 8-K (File No. 0-13093) filed by HyperFeed
Technologies, Inc. on January 26, 2006)
Exhibit D - Promissory Note, dated February 15, 2006, issued by
HyperFeed Technologies, Inc. to PICO Holdings, Inc.
(cancelled on March 15, 2006) (Incorporated herein by
reference to Exhibit 10.3 to the Current Report on
Form 8-K (File No. 0-13093) filed by HyperFeed
Technologies, Inc. on February 16, 2006)
Exhibit E - Promissory Note, dated March 15, 2006, issued by
HyperFeed Technologies, Inc. to PICO Holdings, Inc.
(cancelled on March 31, 2006) (Incorporated herein by
reference to Exhibit 10.4 to the Current Report on
Form 8-K (File No. 0-13093) filed by HyperFeed
Technologies, Inc. on March 16, 2006)
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Exhibit F - Secured Convertible Promissory Note, dated March 30,
2006, issued by HyperFeed Technologies, Inc. to PICO
Holdings, Inc. and the accompanying Warrant to
Purchase 125,000 Shares of Common Stock issued by
HyperFeed Technologies, Inc. to PICO Holdings, Inc.
on March 30, 2006 attached as Exhibit 1 thereto
(Incorporated herein by reference to Exhibit 10.9 to
the Current Report on Form 8-K (File No. 10-18786)
filed by PICO Holdings, Inc. on March 31, 2006)
[Remainder of page intentionally left blank; signature on following page.]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 12, 2006 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
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James F. Mosier,
General Counsel and Secretary
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