| þ (a) | The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of 1934. | |
| o (b) | The filing of a registration statement under the Securities Act of 1933. | |
| o (c) | A tender offer. | |
| o (d) | None of the above. | |
| Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: þ |
||
| Check the following box if the filing is a final amendment reporting the results of the transaction: o |
Transaction
valuation* $400,000 |
Amount of filing fee** $42.80 |
| o | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (a) | HyperFeed, the subject company, will be affecting the Reverse Stock Split. The Company’s principal executive offices are 300 S. Wacker Drive, Suite 300, Chicago Illinois 60606. Its phone number is 312-913-2800. The Company is incorporated under the laws of the State of Delaware. | ||
| (b) | The Company has only one class of stock issued and outstanding: Common Stock, par value $0.001 per share (the “Common Stock”). As of the Record Date the Company had 7,643,474 shares of Common Stock outstanding. | ||
| (c) | The Company’s Common Stock is traded on the OTC: BB market under the symbol “HYPR.OB.” The information set forth in the Information Statement under the caption “Voting Securities” is incorporated herein by reference. | ||
| (d) | The Company did not pay any dividends in 2004, 2005, or, as of the date of this filing, in 2006. There is no legal restriction on the Company’s ability to pay dividends. The information set forth in the Information Statement under the caption “Voting Securities” is incorporated herein by reference. | ||
| (e) | The Company has not made an underwritten public offer for cash of its Common Stock in the last three (3) years. | ||
| (f) | The information set forth in the Information Statement under the caption “Past Transactions” is incorporated herein by reference. |
| The entity filing this Schedule 13E-3 is HyperFeed, the subject company affecting the Reverse Stock Split described herein. |
| (a) | Material Terms. The information set forth in the Information Statement under the captions “Summary Term Sheet,” “Special Factors,” and “Description of Reverse Stock Split” is incorporated herein by reference. | ||
| (b) | Different Terms. The information set forth in the Information Statement under the captions “Summary Term Sheet,” “Special Factors,” and “Description of Reverse Stock Split” is incorporated herein by reference. | ||
| (c) | Appraisal Rights. The information set forth in the Information Statement under the captions “Dissenters’ Rights” and “Description of Reverse Stock Split — Appraisal Rights” is incorporated herein by reference. | ||
| (d) | Provisions for Unaffiliated Security Holders. In connection with the Reverse Stock Split, PICO has not granted to unaffiliated stockholders access to PICO’s corporate files. PICO will not pay for or provide legal counsel or appraisal services for any stockholder. | ||
| (e) | Eligibility for Listing or Trading. Not Applicable. |
| (a) | Transactions. The information set forth in the Information Statement under the caption “Past Transactions” is incorporated herein by reference. | ||
| (b) | Significant Corporate Events. The information set forth in the Information Statement under the caption “Past Transactions” is incorporated herein by reference. | ||
| (c) | Negotiations or Contacts. The information set forth in the Information Statement under the caption “Past Transactions” is incorporated herein by reference. | ||
| (e) | Agreements Involving the Company’s Securities. The information set forth in the Information Statement under the caption “Past Transactions” is incorporated herein by reference. |
| The information set forth in the Information Statement under the captions “Special Factors — Reasons for the Reverse Stock Split,” “-Effect of the Reverse Stock Split on the Company,” “-Accounting Treatment,” “-Fairness of the Reverse Stock Split,” and “Description of Reverse Stock Split — Source and Amount of Funds or Other Consideration” is incorporated herein by reference. |
| (a) | Purposes. The information set forth in the Information Statement under the captions “Summary Term Sheet” and “Special Factors — Reasons for the Reverse Stock Split” is incorporated herein by reference. | ||
| (b) | Alternatives. The information set forth in the Information Statement under the caption “Special Factors — Alternatives Considered” is incorporated herein by reference. |
| (c) | Reasons. The information set forth in the Information Statement under the captions “Summary Term Sheet,” “Special Factors — Effect of the Reverse Stock Split on the Company” and “Special Factors — Reasons for the Reverse Stock Split” is incorporated herein by reference. | ||
| (d) | Effect. The information set forth in the Information Statement under the captions “Summary Term Sheet,” “Special Factors — Reasons for the Reverse Stock Split,” “Special Factors — Effect of the Reverse Stock Split on the Stockholders,” “Special Factors — Effect of the Reverse Stock Split on the Company,” and “Special Factors — Fairness of the Reverse Stock Split,” is incorporated herein by reference. |
| (a) | Fairness. The information set forth in the Information Statement under the captions “Summary Term Sheet” and “Special Factors — Fairness of the Reverse Stock Split to Stockholders” is incorporated herein by reference. No director dissented or abstained from voting on the Rule 13e-3 transaction. | ||
| (b) | Factors Considered in Determining Fairness. The information set forth in the Information Statement under the captions “Summary Term Sheet,” “Special Factors — Alternatives Considered,” “Special Factors — Reasons for the Reverse Stock Split,” and “Special Factors — Fairness of the Reverse Stock Split” is incorporated herein by reference. | ||
| (c) | Approval of Security Holders. The information set forth in the Information Statement under the captions “Summary Term Sheet,” and “Description of the Reverse Stock Split — Vote Required” is incorporated herein by reference. | ||
| (d) | Unaffiliated Representative. No director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Rule 13e-3 transaction and/or preparing a report concerning the fairness of the transaction. | ||
| (e) | Approval of Directors. The Reverse Stock Split was approved by the Company’s Board of Directors on June 13, 2006. | ||
| (f) | Other Offers. Not applicable. |
| (a) | Report, Opinion or Appraisal. The Company has not received or solicited any report, opinion, or appraisal from an outside party that is materially related to the Reverse Stock Split. |
| (a) | Source of Funds. The information set forth in the Information Statement under the caption “Description of the Reverse Stock Split — Source and Amount of Funds or Other Consideration” is incorporated herein by reference. |
| (b) | Conditions. The information set forth in the Information Statement under the captions “Summary Term Sheet” and “Description of the Reverse Stock Split — Source and Amount of Funds or Other Consideration” is incorporated herein by reference. | ||
| (c) | Expenses. The information set forth in the Information Statement under the captions “Special Factors — Effect of the Reverse Stock Split on the Company” and “Description of the Reverse Stock Split — Source and Amount of Funds or Other Consideration” is incorporated herein by reference. | ||
| (d) | Borrowed Funds. The information set forth in the Information Statement under the captions “Special Factors — Effect of the Reverse Stock Split on the Company” and “Description of the Reverse Stock Split — Source and Amount of Funds or Other Consideration” is incorporated herein by reference. |
| (a) | Security Ownership. The information set forth in the Information Statement under the captions “Past Transactions” and “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference. | ||
| (b) | Securities Transactions. None. |
| (a) | Solicitations or Recommendations. No persons have or will be employed, retained, or compensated to make solicitations or recommendations in connection with the Reverse Stock Split. | ||
| (b) | Employees and Corporate Assets. Various employees in the accounting department of the Company have provided information to PICO in connection with the Reverse Stock Split in order to prepare this Schedule. |
| /s/ Gemma R. Lahera | ||||
| (Signature) | ||||
| Principal Accounting Officer and Treasurer | ||||
| (Name and Title) | ||||
| June 13, 2006 | ||||
| (Date) | ||||