-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MPYyqAxZvstrzKKLILFQdvXMlDOTQ9R0AgkHvmMaZj91/J6RcEffeOA7hyxR5dFr JH5wHNafCF3ZZ8jn7sjseg== 0001104659-05-004231.txt : 20050207 0001104659-05-004231.hdr.sgml : 20050207 20050207120655 ACCESSION NUMBER: 0001104659-05-004231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050207 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0000920424 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133757717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-78309 FILM NUMBER: 05579570 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125884000 MAIL ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 a05-2925_18k.htm 8-K

 

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

 

February 7, 2005 (February 1, 2005)

Date of Report (Date of earliest event reported)

 

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-23644

 

95-2848406

(State or other jurisdiction of
incorporation or organization)

 

(Commission file number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

380 Madison Avenue
New York, New York 10017
(Address of principal executive offices)

 

 

 

 

 

(212) 588-4000
(Registrant’s telephone number, including area code)

 

 

 

 

 

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:

 

o           Written communication pursuant to Rule 425 under the Securities Act (17. CFR 230.425)

 

o           Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17. CFR 240.14a-12)

 

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17. CFR 240.14d-2(b))

 

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17. CFR 240.13e-4(c))

 

 


 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On December 15, 2004, Investment Technology Group, Inc. (“ITG”) entered into an agreement (the “Agreement”) with Morgan Stanley Capital International Inc. (“MSCI”) and its subsidiary BARRA POSIT Inc. for the purchase of BARRA POSIT Inc.’s fifty-percent interest in the POSIT Joint Venture (the “Joint Venture”).  The acquisition was consummated on February 1, 2005.  As a consequence, ITG is the sole owner of the Joint Venture, including all intellectual property relating to POSIT and TriAct.

 

A purchase price of $90 million was paid at the closing of the transaction.  In addition, a contingent payment equal to 1.25% of ITG’s consolidated world-wide revenue derived from the business of the Joint Venture (the “Earn-Out Payments”) will be payable each fiscal quarter through the tenth anniversary of the closing date of the transaction.  ITG is obligated to accelerate any remaining Earn-Out Payments upon a change of control.  In addition, at any time, ITG may elect at its option to accelerate any remaining Earn-Out Payments.

 

For additional information, please refer to the Joint Venture Interest Purchase Agreement, dated December 15, 2004, as filed by ITG on an 8-K dated December 17, 2004.

 

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SIGNATURE

 

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.

 

 

 

INVESTMENT TECHNOLOGY GROUP, INC.

 

(Registrant)

 

 

 

 

 

Date:     February 7, 2004

 

By:

/s/ Howard C. Naphtali

 

 

 

 

Howard C. Naphtali

 

 

 

Chief Financial Officer and

 

 

 

Duly Authorized Signatory of
Registrant

 

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