sec document

PRER14A 1 formprer14a01805_02062002.htm sec document

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

Filed by the Registrant |X|
Filed by a party other than the Registrant|_|
Check the appropriate box:
|X| Preliminary proxy statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material under Rule 14a-12

NYFIX, INC.
------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

NYFIX, INC.
STAMFORD HARBOR PARK
333 LUDLOW STREET
STAMFORD, CT 06902
-------------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

MARCH __, 2002

------------------------

To the Shareholders of NYFIX, INC.

NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders (the
"Meeting") of NYFIX, Inc. (the "Company") will be held on ________, March ___,
2002 at 10:00 A.M., local time, at Stamford Harbor Park, 333 Ludlow Street,
Stamford, CT 06902 for the following purposes:

1. To authorize the transfer of substantially all of the
Company's assets to a newly-created, DIRECT, wholly-owned
subsidiary of the Company; and

2. To consider and act upon such other business as may
properly come before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on January
18, 2002 as the record date for the Meeting. Only shareholders of record on the
stock transfer books of the Company at the close of business on that date are
entitled to notice of, and to vote at, the Meeting or any adjournments thereof.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO FILL
IN, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT IS PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors.

Richard A. Castillo
SECRETARY

Stamford, Connecticut
FEBRUARY __, 2002

PROXY STATEMENT
--------------------------

NYFIX, INC.
STAMFORD HARBOR PARK
333 LUDLOW STREET
STAMFORD, CT 06902
--------------------------

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON _________, MARCH ___, 2002

This Proxy Statement is furnished to shareholders of NYFIX, Inc., a
New York corporation (the "Company"), in connection with the solicitation, by
order of the Board of Directors of the Company, of proxies to be voted at the
Special Meeting of Shareholders (the "Meeting") to be held on March __, 2002 at
10:00 A.M., local time, at the principal executive offices of the Company
located at Stamford Harbor Park, 333 Ludlow Street, Stamford, CT 06902, and at
all adjournments thereof. The accompanying proxy is being solicited on behalf of
the Board of Directors of the Company. This Proxy Statement and enclosed proxy
card will be first mailed to the shareholders of the Company on or about
February __, 2002.

As indicated in the Notice of Special Meeting of the Shareholders,
the Meeting has been called to (1) authorize the transfer of substantially all
of the Company's assets to a newly-created, DIRECT, wholly-owned subsidiary of
the Company (the "Transfer") and (2) consider and act upon such other business
as may properly come before the Meeting or any adjournment thereof. Although the
Company considered changing its name in connection with the Transfer, the Board
of Directors has reassessed the goodwill associated with the name "NYFIX, Inc."
and decided not to change the Company's name at this time.

PROXIES AND VOTING RIGHTS

Only shareholders of record at the close of business on January 18,
2002 (the "RECORD DATE") are entitled to notice of and to vote at the Meeting.
The voting securities of the Company issued and outstanding on the Record Date
consisted of 27,583,375 shares (the "Shares") of common stock, par value $.001
per share (the "COMMON STOCK"), entitling the holders thereof to one vote per
Share. There was no other class of voting securities of the Company outstanding
on such date. The presence at the Meeting in person or by proxy of a majority of
the votes of Shares entitled to vote is required for a quorum.

Approval of the Transfer proposal requires the affirmative vote of
two-thirds of all outstanding shares entitled to vote on such proposal.

Broker "non-votes" and the Shares as to which a shareholder abstains
are included for purposes of determining whether a quorum of Shares is present
at a meeting. A broker "non-vote" occurs when a nominee holding Shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner. Broker "non-votes" and
abstentions are included in the tabulation of the voting results on issues
requiring approval of a specified number of outstanding shares and, therefore,
have the same effect as a vote against a proposal.

All proxies delivered pursuant to this solicitation may be revoked
by the person executing the same at any time prior to the time they are voted. A
proxy may be revoked by notice in writing received at the office of the Company,
Attention: Secretary, by execution of a subsequent proxy or by attendance and
voting in person at the Meeting. Attendance at the meeting will not
automatically revoke the proxy. If not revoked, the Shares represented thereby
will be voted at the Meeting or at any adjournment thereof. All proxies will be
voted in accordance with the instructions specified thereon. If no specification
is indicated on the proxy, the Shares represented thereby will be voted (i) FOR
the approval of the Transfer and (ii) at the discretion of the proxy holders on
any other matters that may properly come before the Meeting.

All expenses in connection with the solicitation will be borne by
the Company. The Company has retained the services of Mellon Investor Services
to assist in the solicitation of proxies, who will receive a fee from the
Company for services rendered of approximately $9,000, plus out-of-pocket
expenses. It is expected that the solicitation will be made primarily by mail,
but regular employees or representatives of the Company may also solicit proxies
by telephone, telegraph or in person, without additional compensation. The
Company will, upon request, reimburse brokerage houses and persons holding
Shares in the names of their nominees for their reasonable expenses in sending
proxy material to their principals.

SECURITY OWNERSHIP

The following table sets forth information concerning ownership of
the Company's Shares, as of the Record Date, by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
Shares, (ii) each director and each executive officer required to be name
hereunder and (iii) all directors and executive officers of the Company as a
group. Unless otherwise indicated, the Company believes that each shareholder
has sole voting power and sole dispositive power with respect to the Shares
beneficially owned by him.

Name and Address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned(1)
------------------- ------------------ ---------------------

Peter Kilbinger Hansen 2,413,413 (2) 8.4%
333 Ludlow Street
Stamford, CT 06902

Jerome Belson 1,719,600 (3) 6.2%
495 Broadway 6th Floor
New York, NY 10012

Carl E. Warden 783,540 (4) 2.8%

Lars Kragh 653,875 (5) 2.3%

Richard A. Castillo 108,000 (6) *

George O. Deehan 10,000 (7) *

William J. Lynch 10,000 (7) *

All executive officers and directors
as a group (6 persons) 3,978,828 13.7%
----------------

* Less than 1%

(1) The applicable percentage of ownership for each beneficial owner is based
on 27,583,375 Shares of Common Stock outstanding as of the Record Date.
Shares of Common Stock issuable upon exercise of options, warrants or
other rights beneficially owned that are exercisable within 60 days are
deemed outstanding for the purpose of computing the percentage ownership
of the person holding such securities and rights but are not deemed
outstanding for computing the percentage ownership of any other person.

(2) Includes options to purchase 1,138,125 shares of Common Stock held by Mr.
Hansen, all of which are currently exercisable. Does not include 212,500
shares of Common Stock issuable upon exercise of options which are not
currently exercisable.

(3) Includes 309,600 shares of Common Stock held by The Jerome Belson
Foundation, of which Mr. Belson is the trustee. Does not include 260,200
shares of Common Stock held by certain family members of Mr. Belson.

(4) Includes 45,000 shares of Common Stock issuable upon exercise of currently
exercisable options. Does not include 25,000 shares of Common Stock
issuable upon exercise of options which are not currently exercisable.

(5) Includes 275,750 shares of Common Stock issuable upon exercise of
currently exercisable options. Does not include 30,500 shares of Common
Stock issuable upon exercise of options which are not currently
exercisable.

(6) Includes 51,750 shares of Common Stock issuable upon exercise of currently
exercisable options. Does not include 17,000 shares of Common Stock
issuable upon exercise of options which are not currently exercisable.

(7) Includes 10,000 shares of Common Stock issuable upon exercise of currently
exercisable options. Does not include 45,000 shares of Common Stock
issuable upon exercise of options which are not currently exercisable.

PROPOSAL NO. 1 -TRANSFERRING SUBSTANTIALLY ALL
OF THE ASSETS OF THE COMPANY
INTRODUCTION

The Company currently does business primarily as an operating entity
- holding the majority of its operating assets directly and conducting
operations primarily in the Company. The growth of the Company and POTENTIAL
acquisition OPPORTUNITIES have caused the Company to reexamine its current
corporate structure. The Board of Directors has determined that it would be in
the best interests of the Company and its shareholders for the Company to
transfer substantially all of the Company's operating assets AND LIABILITIES TO
A NEWLY-CREATED, DIRECT, WHOLLY-OWNED SUBSIDIARY (THE "NEW SUB"), THEREBY MAKING
the Company a holding company. Toward this end, the Board of Directors has
unanimously approved, subject to shareholder approval, the transfer of
substantially all of the Company's operating assets and liabilities to THE NEW
SUB (the "Transfer").

The Transfer will not have a material effect on the consolidated
financial statements of the Company. Notwithstanding the new structure, the
Company will continue to report its financial operations and condition on a
consolidated basis. The net income of the NEW SUB WILL BE reflected as income on
the Company's consolidated financial statements AND MAY (TO THE EXTENT PERMITTED
BY LAW) be available for the payment of dividends to shareholders of the
Company, to the extent the Company has received dividends or other distributions
from the NEW SUB AND THE COMPANY DETERMINES TO PAY DIVIDENDS OR MAKE
DISTRIBUTIONS TO ITS SHAREHOLDERS.

Shareholder approval is necessary under New York law to implement
the Transfer because the Company believes the Transfer if fully implemented,
would involve the transfer of substantially all of the Company's assets. The
submission of the Transfer for shareholder approval will not affect the
Company's rights, under applicable New York law, to dispose of less than
substantially all of its assets (including by transfer to one or more
subsidiaries) without shareholder approval. Therefore, even if the Transfer is
not approved by the shareholders, the Company may from time to time in the
future transfer portions of its assets to subsidiaries or other affiliated
entities or to third parties on terms and for consideration approved by the
Board of Directors, subject to applicable New York law, without seeking
shareholder approval. Approval of the Transfer by shareholders will not preclude
the shareholders right to challenge any future dispositions by the Company of
the stock or assets of the subsidiaries or affiliated entities if such
dispositions are not made as part of the Transfer or in compliance with
applicable law.

REASONS FOR THE TRANSFER

If the Transfer is fully implemented, the principal operations of
the Company would be conducted by the NEW SUB AND OTHER EXISTING SUBSIDIARIES.
The Company believes that the new structure would permit greater flexibility in
the management and financing of existing and future business operations. The
holding company structure would also facilitate the Company's entry into new
businesses and the formation of joint ventures or other business ventures with
third parties. Finally, the Transfer would further the objective of operating
the Company's businesses, and any additional businesses acquired in the future,
on a more self-sufficient, independent economic basis while decreasing the risk
that liabilities attributable to any one of the Company's businesses could be
imposed upon one or more of the Company's unrelated businesses.

TRANSFER OF ASSETS

The Company currently plans to transfer substantially all of its
OPERATING assets and liabilities to a NEWLY-CREATED, direct, wholly-owned
subsidiary. The Company currently intends to implement THIS TRANSFER as soon as
practicable following shareholder approval of the Transfer.

EFFECT ON SHAREHOLDERS' RIGHTS

The Transfer will not alter shareholders percentage ownership
interests in the Company, and the Common Stock will not be affected by the
proposed Transfer. The shareholders of the Company will continue as such, with
the same voting, dividend and liquidation rights, and ownership interests as
before. As a result of the Transfer, the shareholders of the Company will not
directly elect the directors of the NEW SUB. Directors of the NEW SUB will be
elected at the direction of the Board of Directors of the Company.
Notwithstanding that fact, however, the overall management of the affairs and
operations of the NEW SUB will be under the direction of the Board of Directors
and is not expected to change significantly as a result of the Transfer.

OTHER EFFECTS ON THE COMPANY AND SHAREHOLDERS

Except for the changes described herein, consummation of the
Transfer is not expected to result in any material change in the overall
operations of the Company. Similarly, the Transfer will not result in any
changes in the current membership of the Board of Directors, and the executive
officers of the Company are expected to remain the same after consummation of
the proposed Transfer. Persons who are currently serving as officers or
directors of the Company may become officers and/or directors of the NEW SUB.

Some possible disadvantages of the proposal to the Company include
the requirement for observing corporate formalities between and among the
Company and the NEW SUB, together with some possible increases in accounting and
administrative costs and possible duplication of some administrative functions.
The Board of Directors believes that these disadvantages are not significant or
material. In addition, management of the Company believes that the cost to
implement the Transfer as currently planned (consisting primarily of legal and
accounting costs) will not be material.

Shareholders of the Company will continue to have the same voting,
dividend, and liquidation rights before and after implementation of the
Transfer. However, as discussed above under "Effect on Shareholders' Rights,"
shareholders of the Company will not be entitled to elect the directors of the
NEW SUB. Instead, shareholders of the Company will elect the directors of the
Company who will have overall responsibility for the management of the Company
and its subsidiaries and affiliated entities. Similarly, the shareholders'
statutory right to inspect the books and records of the Company under applicable
New York law may not extend to the books and records of the NEW SUB. However,
because the Company is a public company subject to the reporting requirements of
the Securities Exchange Act of 1934, CERTAIN information regarding the Company
and its subsidiaries and affiliated companies is readily available to
shareholders .

It is also possible that the sale by NEW SUB of substantially all of
ITS assets (including through the sale of ITS STOCK) following the Transfer
would not require the approval of the shareholders of the Company under New York
law even though the sale of substantially all of the assets by the Company under
the current structure would require shareholder approval. However, the Company
has no plans to sell material assets.

FEDERAL TAX CONSEQUENCES OF THE TRANSFER

The Transfer will have no tax consequences on the shareholders of
the Company.

RIGHTS OF DISSENTING SHAREHOLDERS

Approval or consummation of the Transfer will not entitle a
shareholder objecting to its terms or voting against the Transfer to any
appraisal or similar rights under New York law.

VOTE REQUIRED

The affirmative vote of the holders of two-thirds of the shares of
Common Stock outstanding and entitled to vote at the Meeting is required to
approve the Transfer. Shares not voted (whether by abstention, broker nonvote,
or otherwise) have the same effect as a vote against the proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors believes that the advantages of the proposal,
as described under Reasons for the Transfer above, outweigh the possible
disadvantages described above. For that reason, THE BOARD OF DIRECTORS HAS
APPROVED AND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE TRANSFER. The Board of Directors further notes that numerous national and
international corporations conduct their operations through holding company
structures.

OTHER MATTERS

The Board of Directors does not know of any matter, other than those
described above that may be presented for action at the Meeting. If any other
matter or proposal should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter or proposal in accordance with their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
NYFIX, INC.

PROXY -- SPECIAL MEETING OF SHAREHOLDERS

MARCH __, 2002

The undersigned hereby appoints Peter K. Hansen, George O. Deehan,
William J. Lynch and Carl E. Warden, and each of them, the true and lawful
attorneys and proxies of the undersigned, with full power of substitution, to
vote all of the shares of Common Stock of NYFIX, Inc. (the "Company") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Company to be held at Stamford Harbor Park, 333 Ludlow Street, Stamford,
Connecticut 06902, on March __, 2002, at 10:00 A.M. local time, or at any
adjournment thereof.

The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Notice of Special Meeting and Proxy
Statement, both dated FEBRUARY __, 2002.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO AUTHORIZE THE TRANSFER OF
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS TO A NEWLY-CREATED, DIRECT,
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY.

1. To authorize the transfer of substantially all of the Company's assets
to a newly-created, DIRECT, wholly-owned subsidiary of the Company.

FOR [___] AGAINST [___] ABSTAIN [___]

NOTE: Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer.

Signature: Date: ___________
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