8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 5, 2008

TradeStation Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Florida	000-31049	650977576
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8050 SW 10th Street, Suite 4000, Plantation, Florida		33324
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (954) 652-7000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 5, 2008, Joseph Nikolson, Chief Growth Officer and a named executive officer of TradeStation Group, Inc., who also serves as President of TradeStation Securities, Inc., TradeStation Group's principal operating subsidiary, resigned from all of his positions with TradeStation Group and all of its subsidiaries effective January 1, 2009.

(c) On December 9, 2008, John Roberts was appointed Chief Operating Officer of TradeStation Group effective January 1, 2009. Mr. Roberts, age 57, joined TradeStation Group as Chief Marketing Officer on July 1, 2007 and has served in that capacity through the date of this report. From 2004 to 2007, Mr. Roberts served as Chief Marketing Officer and a Managing Director of the Chicago Mercantile Exchange (CME), the world’s largest financial exchange, serving as its first chief marketing officer following its initial public offering. From 1999 to 2004, Mr. Roberts was a Managing Director of Barclays Global Investors (BGI), an asset manager managing ac tive and indexed funds, serving as Head of Marketing and Communications from 2000 to 2004. Prior to BGI, Mr. Roberts served, from 1988 to 1999, as Senior Vice President, Marketing, of the Chicago Board Options Exchange (CBOE), where he directed worldwide business development, and helped create the Options Industry Council, a recognized leader in options education. Mr. Roberts’s other marketing positions have been with Citicorp Savings of Florida, Campbell Soup Company, and General Mills. Mr. Roberts has an MBA degree in marketing from Amos Tuck School and a bachelor’s degree in math and economics from Dartmouth College.

There was no arrangement or understanding between Mr. Roberts and any other person pursuant to which he was selected to be appointed Chief Operating Officer of TradeStation Group. There are no family relationships between Mr. Roberts and any of the existing directors or executive officers of TradeStation Group. There have been no transactions and there are no curren tly proposed transactions in which TradeStation Group was or is to be a participant and in which Mr. Roberts had or will have a direct or indirect material interest that requires disclosure pursuant to Item 404(a) of Regulation S-K. There is no plan, contract or arrangement to which Mr. Roberts is a party or in which he participates that was or will be entered into, or any amendment to such a plan, contract or arrangement, in connection with Mr. Roberts's appointment as Chief Operating Officer of TradeStation Group and there was and will be no grant or award to Mr. Roberts, or modification thereto, under any such plan, contract or arrangement in connection with Mr. Roberts's appointment as Chief Operating Officer of TradeStation Group.

On December 9, 2008, William P. Cahill was appointed President & Chief Operating Officer and Designated Executive Principal of TradeStation Securities effective January 1, 2009. Mr. Cahill, age 59, has been since 2004, and will continue to be, TradeStation Securities& #x2019; Chief Operating Officer and has been since October 2008, and will continue to be, TradeStation Group’s Vice President of Brokerage Operations. Over his long career in the brokerage industry, Mr. Cahill has served as chief operating officer and in similar senior management roles with various brokerage firms. From 2001 to 2004, Mr. Cahill served as Senior Vice President, Operations Analysis of Fahnestock & Co., Inc. From 1999 to 2001, Mr. Cahill served as Chief Operating Officer of Wyse Securities, a division of Pyramid Financial Corporation. From 1998 to 1999, Mr. Cahill served as Managing Director of Operations for the Montgomery Division of Banc of America Securities LLC. From 1992 to 1998, Mr. Cahill served as Vice President, Operations of J.P. Morgan Securities Inc. and, from 1984 to 1992, Mr. Cahill served as Vice President, Operations of Newbridge Securities Inc.

There was no arrangement or understanding between Mr. Cahill and any other person pursuant to which he was selected t o be appointed President and Designated Executive Principal of TradeStation Securities. There are no family relationships between Mr. Cahill and any of the existing directors or executive officers of TradeStation Group. There have been no transactions and there are no currently proposed transactions in which TradeStation Group was or is to be a participant and in which Mr. Cahill had or will have a direct or indirect material interest that requires disclosure pursuant to Item 404(a) of Regulation S-K. There is no plan, contract or arrangement to which Mr. Cahill is a party or in which he participates that was or will be entered into, or any amendment to such a plan, contract or arrangement, in connection with Mr. Cahill's appointment as President and Designated Executive Principal of TradeStation Securities and there was and will be no grant or award to Mr. Cahill, or modification thereto, under any such plan, contract or arrangement in connection with Mr. Cahill's appointment as President and Designated Executive Principal of TradeStation Securities.

(e) In connection with Mr. Nikolson's resignation and in consideration for Mr. Niksolson's entering into a General Release of All Claims in favor of TradeStation Group and all of its subsidiaries and affiliates (including TradeStation Securities), TradeStation Securities will make one lump-sum payment to Mr. Nikolson in the amount of $148,558 and will pay the premiums for COBRA coverage for Mr. Nikolson from January through June 2009. A copy of the General Release of All Claims is filed as Exhibit 10.1 to this report.

Item 8.01 Other Events.

TradeStation Group issued a press release on December 10, 2008 announcing that John Roberts will become the Chief Operating Officer of TradeStation Group and that William P. Cahill will become the President & Chief Operating Officer and Designated Executive Principal of TradeStation Securities, both effective January 1, 2009. The press release also announced the resignation of Joseph Nikolson as Chief Growth Officer of TradeStation Group and as President of TradeStation Securities. A copy of the press release is attached as Exhibit 99.1 to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TradeStation Group, Inc.
December 10, 2008	By:	/s/ David H. Fleischman
		Name: David H. Fleischman
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	General Release of All Claims dated December 9, 2008
99.1	Press Release dated December 10, 2008

EX-10.1

Exhibit 10.1

GENERAL RELEASE OF ALL CLAIMS

TRADESTATION GROUP, INC., a Florida corporation, and its agents, servants, officers, directors, employees, subsidiaries, affiliates and successors, are hereinafter collectively referred to as “Company.”

JOSEPH NIKOLSON, together with his or her heirs, successors and assigns, is hereinafter referred to as “Employee.”

WHEREAS, Employee desires to compromise, finally settle and fully Release any and all claims related to Employee’s employment and termination of employment (such termination being in the form of a resignation by Employee, effective January 1, 2009) that Employee in any capacity may have or claim to have against Company.

WHEREAS, both parties understand, acknowledge, confirm and agree that, in connection with Employee’s resignation effective January 1, 2009, (a) Employee intends to continue to work at Company’s offices through the week ending December 12, 2008, and then be available to work at home (and, if necessary, at Company’s offices) from December 15 through December 31 (excluding weekends and holidays), (b) Employee shall, before receiving any payments, return and re-convey to Company all shares of common stock of Company received by Employee as restricted stock pursuant to restricted stock agreements (the terms of which require return of all unvested shares to Company for no consideration upon Employee’s resignation; and the parties confirm that none of said shares have vested pursuant to those restricted stock agreements), with the certificates for said shares duly signed (or lost certificate affidavits, if applicable) and/or accompanied by assigning documents as requested by Company, (c) with respect to outstanding employee stock options held by Employee, pursuant to the stock option agreements governing same, all options vested as of December 31, 2008 shall be exercisable by Employee until the earlier of (x) the date of expiration of the option, and (y) December 31, 2009, (d) to the extent that executive officers of Company are entitled to cash bonuses equal to “80%” of total cash bonus potential for 2008 performance (pursuant to the formulas for annual cash bonuses for 2008 performance up to 80% of the total potential), Employee shall receive and be paid a cash bonus equal to the amount generated by said formulas (and there shall be no “discretionary” 20% portion payable), such payment to be made at the same time the other executive officers receive their annual cash bonuses, and (e) notwithstanding anything to the contrary in this Release, Employee’s rights to indemnification pursuant to corporate indemnity agreements between Company and Employee or corporate articles of incorporation, bylaws or similar organizational documents are unaffected by this Release and remain of full force and effect in accordance with their respective terms.

NOW, THEREFORE, in consideration of the foregoing, and (a) the payment to Employee of One Hundred Forty Eight Thousand, Five Hundred Fifty-Seven Dollars and 75/100 Cents ($148,557.75), less the deduction of applicable taxes, and (b) the payment (when due) of the portion of Employee’s COBRA premiums (assuming Employee elects COBRA) that corresponds to the portion of the premiums paid by the Company for the period January through June 2009, the adequacy of which is hereby acknowledged Employee, agrees as follows:

1. The recital above is true and correct, and all agreements cited in the recital constitute a part of this Release.

2. Employee does hereby release and forever discharge Employer from any and all claims, demands or liabilities whatsoever, whether known or unknown, which Employee ever had or may now have against Employer, from the beginning of time to the date of this Release. This Release includes, without limitation, any claims, demands or liabilities relating to or arising out of Employee’s employment with Employer or separation of employment with Employer, including wrongful discharge, breach of express or implied contract, unpaid wages, or pursuant to any federal, state, or local employment laws, regulations, ordinances, or executive orders prohibiting inter alia, age, race, color, sex, national origin, religion, handicap, marital status, familial status, sexual orientation, and disability discrimination, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Florida Private Sector Whistleblower Act, the Immigration Reform and Control Act, the Florida Civil Rights Act, the Family and Medical Leave Act, Florida’s Workers’ Compensation Retaliation Statute (Fla. Stat. §440.205), the Florida Wage Discrimination Law (Fla. Stat. §448.07), the Florida Equal Pay Law, the Florida AIDS Act (Fla. Stat. §§110.1125, 381.00 and 760.50), Florida Wage Payment Laws, Florida Discrimination in the Basis of Sickle Cell Trait Law, the Florida and Federal Constitutions; and any and all other applicable federal, state, and local laws and regulations prohibiting, without limitation, discrimination in employment, retaliation, conspiracy, tortious or wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith and fair dealing, intentional and/or negligent infliction of emotional distress, defamation, misrepresentation or fraud, negligence, negligent supervision, hiring, or retention, assault, battery, detrimental reliance, or any other offense. The foregoing list is meant to be illustrative rather than exhaustive.

3. Employee agrees to abide by the terms of the Agreement Regarding Employment, dated April 22, 2004, between Employee and Company.

4. Employee represents and warrants that no person other than Employee and Company has or had any interest in the matters referred to in this Release, that Employee has the sole right and exclusive authority to execute this Release, and that Employee has not sold, assigned, transferred, conveyed or otherwise disposed of any claim or demand relating to any matter covered by this Release.

5. Employee agrees to indemnify and hold Company harmless from and against any and all claims, including Company’s court costs and attorneys’ fees, arising from or in connection with any claim, action or other proceeding made, brought or prosecuted, or caused or permitted to be made, commenced or prosecuted, by Employee contrary to the provisions of this Release. It is further agreed that this Release shall be deemed breached and a cause of action accrued thereon to Company immediately upon the commencement of any action contrary to this Release, and, in any such action, this Release may be pled by Company, both as a defense and as a counterclaim or cross-claim.

6. Employee permanently, unequivocally and unconditionally waives any and all rights Employee may have, may have had in the past, or may have in the future to obtain or resume employment with Company. Employee further understands that Company is under no obligation, presently or at any time in the future, to accept Employee as an employee.

7. Employee agrees that Employee will not make any comments, either written or oral, which could be construed as negative concerning Company to any individual or entity, including, but not limited to, any of Company’s clients, customers, licensees, vendors, employees, competitors or financial or credit institutions or any person or entity having dealings or considering having dealings with Company. Employee acknowledges that violation of Paragraph 7 of this Release relating to the prohibition against making negative remarks about Company will give rise to irreparable injury to Company, inadequately compensable in damages. Accordingly, Company may seek and obtain injunctive relief against the breach or threatened breach of the foregoing, in addition to any other legal remedies which may be available, it being agreed any such legal remedies are not waived by Company seeking injunctive relief. Employee acknowledges and agrees that the covenant contained herein is necessary for the protection of Company’s legitimate business interests.

8. Employee agrees that all matters relating to this Release are strictly confidential and that Employee and/or Employee’s attorney shall not disclose or disseminate any information concerning any term or terms hereof to any third person or persons. Any disclosure or dissemination by Employee will be regarded as a breach of this Release and a cause of action shall immediately accrue for damages, including, but not limited to, the amount paid to Employee under this Release.

9. Employee acknowledges and agrees that no consideration other than as provided for in this Release has been or will be paid or furnished by Company. Employee acknowledges and agrees that Employee will make no claim to the contrary, and hereby waives any right Employee may now have or may hereafter have that is based upon any alleged oral alteration, amendment or modification of, or any other alleged change in, this Release.

10. Employee fully understands that if any fact with respect to which this Release is executed is found hereafter to be other than or different from the facts now believed by Employee to be true, Employee expressly accepts and assumes the risk of such possible difference in fact and agrees that this Release shall be and remain effective notwithstanding such difference in fact.

11. This Release does not constitute an admission of a violation of any law, order, regulation or enactment, or of wrongdoing of any kind, by Company and is entered into by the parties solely to end any controversy or potential controversy between them.

12. This Release shall be governed by and construed and enforced in accordance with the laws of the State of Florida, both substantive and remedial. Employee agrees that this Release and any controversies of any nature whatsoever arising under or relating to this Release shall be subject to the exclusive jurisdiction of the courts of Broward County, Florida, and Miami-Dade County, Florida, which shall be the exclusive jurisdiction and venue for any disputes, actions or lawsuits arising out of or relating to this Release or the matters contemplated hereby. The parties to this Release irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Release, or any judgment entered by any court in respect hereof, in Broward County, Florida and in Miami-Dade County, Florida, and further irrevocably waive any claim that any suit, action or proceeding brought in Broward County, Florida or in Miami-Dade County, Florida has been brought in an inconvenient forum.

13. The failure of any provision of this Release shall in no manner affect the right to enforce any other provision, and the waiver by any party of any breach of any provision of this Release shall not be construed to be a waiver by such party of any subsequent breach of such provision or a waiver by such party of any breach of any other provision.

14. This Release represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and there are no promises, agreements, conditions, undertakings, warranties or representations, whether written or oral, express or implied, between the parties other than as set forth herein. This Release cannot be amended, supplemented or modified except by an instrument in writing signed by the parties against whom enforcement of such amendment, supplement or modification is sought.

15. Pursuant to the Older Workers Benefit Protection Act (OWBPA), which applies to Employee’s waiver of rights under the Age Discrimination in Employment Act, Employee has a period of no fewer than twenty one (21) days within which to consider whether to execute this Release. Also, pursuant to the OWBPA, Employee may revoke this Release within a period of seven (7) days following Employee’s execution of this Release. It is specifically understood that this Release shall not become effective and enforceable until the seven-day revocation period has expired. Consideration for this Release will not be paid until the later of (a) the end of the seven-day revocation period, and (b) the first business day following the effective date of Employee’s resignation. Employee acknowledges that the Company has advised Employee, in writing, to consult with an attorney prior to signing this Release. THE PARTIES AGREE THAT THE EFFECTIVE DAY OF THIS RELEASE SHALL BE THE DATE EMPLOYEE IS PAID ALL AMOUNTS SPECIFIED IN THE “NOW, THEREFORE” CLAUSE ABOVE AND THAT EMPLOYEE’S ACCEPTANCE OF SUCH PAYMENTS IS CONCLUSIVE ACCEPTANCE OF THAT EFFECTIVE DATE.

16. EMPLOYEE FURTHER STATES THAT EMPLOYEE HAS CAREFULLY READ THIS RELEASE, IT HAS BEEN FULLY EXPLAINED TO EMPLOYEE, THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO HAVE IT REVIEWED BY AN ATTORNEY, AND THAT EMPLOYEE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, AND THAT THE ONLY PROMISES MADE TO EMPLOYEE TO INDUCE EMPLOYEE TO SIGN THIS RELEASE ARE THOSE STATED IN THIS RELEASE, AND THAT EMPLOYEE IS SIGNING THIS RELEASE VOLUNTARILY WITH THE FULL INTENT OF RELEASING COMPANY OF ANY AND ALL CLAIMS.

Executed this 9th day of December, 2008, at Plantation, Florida.

	/s/ Joseph Nikolson
Print Name	_Joseph Nikolson

ISSUE DATE: December 9, 2008

DUE DATE: January 2, 2009

Exhibit 99.1

For Immediate Release

TradeStation Announces Changes in Senior Management Team

Plantation FL, December 10, 2008 — TradeStation Group, Inc. (NASDAQ GS: TRAD) today announced certain changes in its senior management team. John R. Roberts, who joined the company July 1, 2007 as Chief Marketing Officer (CMO), will, effective January 1, 2009, become TradeStation Group’s Chief Operating Officer (COO). Roberts will continue to report to Chief Executive Officer Salomon Sredni. As COO, Roberts will be responsible for overseeing the quality and efficiency of the operations of the company from the parent-company level. He will also continue to be responsible for the company’s marketing strategies and programs.

“As we said when he was hired, John is a superb executive, who has the creativity, talent and experience to build on the momentum TradeStation has already achieved as an award-winning electronic trading platform and brokerage for equities, options, futures and forex traders,” said Sredni. “John has helped our target customer markets better understand the unique products and services we offer, and helped ensure that we address the needs of our customers to improve account growth, customer retention, and market presence. Now, as COO of TradeStation Group, John will also concentrate on creating and improving the quality and efficiency of the overall operations of our company, focusing on always putting the customer first.”

“TradeStation is one of the most exciting brands in the online trading market, offering investors unique and powerful tools to test and implement their trading insights. I am delighted to have the opportunity to undertake this broader role to strengthen TradeStation’s brand and help foster continued growth, and strengthen the quality of the TradeStation customer experience and the company’s operating efficiencies,” Roberts said.

Mr. Roberts has extensive experience marketing equities, options and futures investing and trading over the last 20 years, having served in senior leadership roles with the Chicago Mercantile Exchange (CME), Barclays Global Investors (BGI), and the Chicago Board Options Exchange (CBOE).

The company also announced that Joseph Nikolson, Chief Growth Officer of TradeStation Group and the President of TradeStation Securities, has resigned from the company effective January 1, 2009. About his resignation, Mr. Nikolson said, “I have the highest regard for the employees of TradeStation and wish them and the company the best of success in the future. After 10 years with the company, it is simply time for me to move on to the next chapter of life for myself and my family.” Mr. Sredni thanked Mr. Nikolson for his service to TradeStation, adding, “Joe has been an important contributor to the growth and success of our company over the past several years. We wish him all the best in his future endeavors.”

Mr. Nikolson’s responsibilities as the chief executive and designated executive principal of TradeStation Securities will, effective January 1, 2009, be assumed by William Cahill, who has been TradeStation Securities’ Chief Operating Officer since 2004 and TradeStation Group’s Vice President of Brokerage Operations since October 2008. Over his long career in the brokerage industry, Mr. Cahill has served as chief operating officer and in similar senior management roles with Fahnestock & Co., Inc., Pyramid Financial Corp. (Wyse Securities), Banc of America Securities, J.P. Morgan Securities, and Newbridge Securities. Mr. Cahill, in his role as the President & Chief Operating Officer of TradeStation Securities, will report directly to TradeStation Securities’ board of directors, and, in his role as Vice President of Brokerage Operations of TradeStation Group, will report to Mr. Roberts.

About TradeStation Group, Inc.

TradeStation Group, Inc. (NASDAQ GS: TRAD), through its principal operating subsidiary, TradeStation Securities, Inc., offers the TradeStation platform to the active trader and certain institutional trader markets. TradeStation is an electronic trading platform that offers state-of-the-art electronic order execution and enables clients to design, test, optimize, monitor and automate their own custom Equities, Options, Futures and Forex trading strategies.

TradeStation Securities, Inc. (Member NYSE Euronext, FINRA, SIPC, NSCC, DTC, OCC & NFA) is a licensed securities broker-dealer and a registered futures commission merchant, and also a member of the Boston Options Exchange, Chicago Board Options Exchange, Chicago Stock Exchange, International Securities Exchange and NASDAQ OMX. The company’s technology subsidiary, TradeStation Technologies, Inc., develops and offers strategy trading software tools and subscription services.  Its London-based subsidiary, TradeStation Europe Limited, an FSA-authorized brokerage firm, introduces UK and other European accounts to TradeStation Securities.

Forward-looking Statements

This press release contains statements that are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this press release the words “opportunity,” “continued,” “will,” and similar expressions, and the goals described concerning continued growth, improved account growth and customer retention, and improved quality and efficiencies of operations are intended to identify, or are, forward-looking statements. All forward-looking statements are based largely on current expectations and beliefs concerning future events that are subject to substantial risks and uncertainties. Actual results and events may differ materially from those suggested herein. Factors that may cause or contribute to the potential differences include, but are not limited to, (i) the achievement of those goals not being attainable for reasons unrelated to Mr. Roberts’s best efforts, such as quality of company products and services, unforeseen competition, strategic partnering decisions, the acts or omissions of others at the company, or market conditions adverse to the company’s success, and (ii) the various other issues, risks and uncertainties described in the company’s filings with the Securities and Exchange Commission including, but not limited to, the company’s Annual Report on Form 10-K for the year ended December 31, 2007, and its earnings releases and Reports on Form 10-Q for the 2008 first, second and third quarters, as well as other SEC filings and company press releases.

Contact —

David H. Fleischman
Chief Financial Officer
TradeStation Group, Inc.
954-652-7000