-----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, On5+keS/Z1YAACFmjgejfmA1yakDAsRL98wm1dkV/0aaZ1rI+WbxvrS5XYvxtEld 3VDzNbYXmIGqqrOAIjZ2vQ== 0000921895-00-000061.txt : 20000214 0000921895-00-000061.hdr.sgml : 20000214 ACCESSION NUMBER: 0000921895-00-000061 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 333-93943 FILED AS OF DATE: 20000127 EFFECTIVENESS DATE: 20000127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYFIX INC CENTRAL INDEX KEY: 0000099047 STANDARD INDUSTRIAL CLASSIFICATION: 3577 IRS NUMBER: 061344888 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: SEC FILE NUMBER: 333-95535 FILM NUMBER: 515018 BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2034258000 FORMER COMPANY: FORMER CONFORMED NAME: TRINITECH SYSTEMS INC DATE OF NAME CHANGE: 19940404 S-3MEF 1 FORM S-3MEF As filed with the Securities and Exchange Commission on January 27, 2000 Registration No. 333-93943 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- NYFIX, INC. - - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New York - - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 06-1344888 - - -------------------------------------------------------------------------------- (IRS Employer Identification Number) --------------------------- 333 Ludlow Street Stamford, Connecticut 06902 - - -------------------------------------------------------------------------------- (Address and telephone number of Registrant's Principal Executive Offices) --------------------------- Richard A. Castillo Chief Financial Officer NYFIX, Inc. 333 Ludlow Street Stamford, Connecticut 06902 (Name, Address and Telephone Number of Agent for Service) Copy to: Adam W. Finerman, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 --------------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -2- This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by NYFIX, Inc. on December 30, 1999 (Registration No. 333-93943) is being filed to include a legal opinion pursuant to Rule 462(d) under the Securities Exchange Act of 1934, as amended. The Prospectus which forms a part of this Post-Effective Amendment No. 1 is identical to the Prospectus included in the Registration Statatment as filed with the Commission on December 30, 1999, which Prospectus is not separately included in this Post-Effective Amendment No. 1 -3- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities being registered, all of which will be paid by the Registrant, are as follows: SEC Registration Fee...................... $9,190.29 Accounting Fees and Expenses.............. 3,000.00 Legal Fees and Expenses................... 15,000.00 Blue Sky Fees and Expenses................ 2,000.00 Miscellaneous Expenses.................... 5,169.71 --------- Total..................................... $34,360.00 ========== Item 15. Indemnification of Directors and Officers Except as hereinafter set forth, there is no statute, charter provision, by-law, contract or other arrangement under which any controlling person, director or officer of the Company is insured or indemnified in any manner against liability which he may incur in his capacity as such. The Company's by-laws provide that every director and officer of the Company and his heirs, executors, administrators and other legal personal representatives shall be indemnified and held harmless from and against (a) any liability and all costs, charges and expenses that he sanctions or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office and (b) all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Company. The Company maintains a $1,000,000 directors and officers liability insurance policy. Item 16. Exhibits. Exhibit Index Exhibit 3.1 Articles of Incorporation of NYFIX, Inc. (Exhibit 3.1 to Registrant's Form 10 filed March 5, 1993) 3.2 By-Laws of NYFIX, Inc. (Exhibit 3.2 to Registrant's Form 10 filed March 5, 1993) *3.3 Certificate of Amendment to Articles of Incorporation of NYFIX, Inc. II-1 4.1 Certificate of Designation of Series A Preferred Stock (Exhibit 4.1 to Registrant's Form 10 filed March 5, 1993) 4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the Registrant's Annual Report on Form 10K for the fiscal year ended December 31, 1993). 4.3 Rights Agreement, dated as of September 1, 1997, between the Registrant and Chase Mellon Shareholder Services, L.L.C., as Rights Agent (Exhibit 1 to the Registrant's Form 8-A filed September 10, 1997). 4.4 First Amendment to Rights Agreement, dated as of October 25, 1999, between Trinitech Systems, Inc. and Chase Mellon Shareholder Services, L.L.C. (Exhibit 3 to the Registrant's Form 8-A/A filed October 25, 1999). **5.1 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP *23.1 Consent of Independent Public Accountants **23.2 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in Exhibit 5.1) *24.1 Powers of Attorney (included on the signature page of the Registration Statement, as originally filed) - - ------------------------------- * previously filed ** filed herewith Item 17. Undertakings The undersigned registrant hereby undertakes: To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against each such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on this 26th of January, 2000. NYFIX, INC. By: /s/ Richard A. Castillo ----------------------------------- Name: Richard A. Castillo Title: Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date * Chairman of the Board January 26, 2000 - - -------------------------- (Principal Executive Officer) Peter Kilbinger Hansen * Chief Financial Officer January 26, 2000 - - -------------------------- (Principal Accounting Officer) Richard A. Castillo * Director January 26, 2000 - - ------------------------- Dr. John H. Chapman * Director January 26, 2000 - - ------------------------- Craig M. Shumate * Director January 26, 2000 - - ------------------------- Carl E. Warden * By: /s/ Richard A. Castillo ----------------------- Richard A. Castillo Attorney-in-fact II-4 Exhibit Index Exhibit 3.1 Articles of Incorporation of NYFIX, Inc. (Exhibit 3.1 to Registrant's Form 10 filed March 5, 1993) 3.2 By-Laws of NYFIX, Inc. (Exhibit 3.2 to Registrant's Form 10 filed March 5, 1993) *3.3 Certificate of Amendment to Articles of Incorporation of NYFIX, Inc. 4.1 Certificate of Designation of Series A Preferred Stock (Exhibit 4.1 to Registrant's Form 10 filed March 5, 1993) 4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the Registrants' Annual Report on Form 10K for the fiscal year ended December 31, 1993). 4.3 Rights Agreement, dated as of September 1, 1997, between the Registrant and Chase Mellon Shareholder Services, L.L.C., as Rights Agent (Exhibit 1 to the Registrant's Form 8-A filed September 10, 1997). 4.4 First Amendment to Rights Agreement, dated as of October 25, 1999, between Trinitech Systems, Inc. and Chase Mellon Shareholder Services, L.L.C. (Exhibit 3 to the Registrant's Form 8-A/A filed October 25, 1999). **5.1 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP *23.1 Consent of Independent Public Accountants **23.2 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in Exhibit 5.1) *24.1 Powers of Attorney (included on the signature page of the Registration Statement, as originally filed) - - ------------------------------- * previously filed ** filed herewith II-5 EX-5.1 2 OPINION OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP 505 PARK AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 753-7200 January 25, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: NYFIX, Inc.- Registration Statement on Form S-3 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-3 dated December 30, 1999 (the "Registration Statement"), filed with the Securities and Exchange Commission by NYFIX, Inc., a New York corporation (the "Company"). The Registration Statement relates to an aggregate of 1,312,500 shares (the "Shares") of common stock, par value $.001 per share (the "Common Stock"), which were previously issued by the Company to the selling stockholders named in the Registration Statement. We advise you that we have examined, among other things, originals or copies certified or otherwise identified to our satisfaction of the Certificate of Incorporation and By-laws of the Company, minutes of meetings of the Board of Directors and stockholders of the Company and such other documents, instruments and certificates of officers and representatives of the Company and public officials, and we have made such examination of the law, as we have deemed appropriate as the basis for the opinion hereinafter expressed. In making such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of documents submitted to us as certified or photostatic copies. Securities and Exchange Commission January 25, 2000 Page -2- Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable. We hereby consent to use of this opinion in the Registration Statement and Prospectus, and to the use of our name in the Prospectus under the caption "Legal Matters". We advise you that members of this firm own shares of Common Stock. Very truly yours, /S/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP -------------------------------------------------- OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP -----END PRIVACY-ENHANCED MESSAGE-----