sec document

S-3 1 forms301805_03062002.htm sec document

As filed with the Securities and Exchange Commission on March 7, 2002
Registration No. 333-______
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NYFIX, INC.
(Exact name of registrant as specified in its charter)

New York 06-1344888
(State or other jurisdiction of (I.R.S. Employer
incorporation or Identification Number)
organization)

Stamford Harbor Park
333 Ludlow Street
Stamford, Connecticut 06902
(203) 425-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

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

Peter K. Hansen
Chief Executive Officer
NYFIX, Inc.
Stamford Harbor Park
333 Ludlow Street
Stamford, Connecticut 06902
(203) 425-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)

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

Copies to:

Robert L. Frome, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

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

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, please 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. |_|

CALCULATION OF REGISTRATION FEE

====================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount Of
To Be Offering Price Aggregate Registration
Title of Shares to be Registered Registered Per Share(1) Offering Price(1) Fee
------------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.001 per
share...................................... 672,250 $12.22 $8,214,895 $755.77
====================================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended, based on the average of the high and low price of $12.59 and
$11.85, respectively, of the common stock on March 1, 2002.

The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

-2-

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not seeking an offer to buy these securities in
any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS--SUBJECT TO COMPLETION, DATED
MARCH 7, 2002

PROSPECTUS

NYFIX, Inc.

672,250 shares of Common Stock

o The shares of common stock offered by this prospectus are being sold
by the selling shareholders.

o We will not receive any proceeds from the sale of these shares.

o Our common stock is traded on the Nasdaq Stock Market's National
Market under the symbol NYFX.

o On March 1, 2002, the last reported sale for our common stock was
$12.08 per share.

Investing in our common stock involves a high degree of risk. You
should carefully consider the factors described under the heading
"Risk Factors" beginning on page 4 of this prospectus.

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

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
-----------------------------

__________ ___, 2002

TABLE OF CONTENTS

Page
----

Prospectus Summary....................................................... 1

Risk Factors............................................................. 4

Where You Can Find More Information ..................................... 11

Incorporation of Certain Documents by Reference.......................... 12

Forward-Looking Statements............................................... 13

Use of Proceeds.......................................................... 13

Selling Shareholders..................................................... 13

Plan of Distribution..................................................... 15

Legal Matters............................................................ 16

Experts.................................................................. 17

Disclosure of Commission Position on Indemnification
for Securities Act Liabilities..................................... 17

Unless otherwise indicated, all references in this prospectus to
"NYFIX," "we," "us" and "our" refer to NYFIX, Inc., a New York corporation, and
our subsidiaries, NYFIX USA, LLC, NYFIX Transaction Services, Inc., NYFIX
Overseas, Inc. and NYFIX Millennium, L.L.C. References to NYFIX Millennium refer
to NYFIX Millennium, L.L.C., our 80% owned subsidiary.

-ii-

--------------------------------------------------------------------------------
PROSPECTUS SUMMARY

This summary highlights selected information about NYFIX. This
summary may not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
including the information under "Risk Factors" beginning on page 4 and the
information incorporated by reference herein before making an investment
decision.

NYFIX, Inc.

We are a leading provider of electronic trading infrastructure and
technologies to the professional trading segment of the brokerage community.
With our desktop solutions, stationary and wireless exchange floor systems,
electronic automation systems and straight-through processing, we streamline
data entry, routing and execution and eliminate many processing inefficiencies.
Our infrastructure, which consists of an extensive network of electronic
circuits, links industry participants across equities and derivatives markets.
Our technology is being used by over 200 customers, of which many are the
largest and most respected firms in the industry and we have entered into
agreements with approximately 57% of the New York Stock Exchange (NYSE) member
firms. We processed an average NYSE daily volume of 212 million shares in the
first quarter of 2000, a number which has grown to 500 million shares through
the fourth quarter of 2001, with daily volumes reaching as high as 1.3 billion
shares.

Our products and services are broadly categorized into electronic
trading infrastructure and applications and provide our customers a complete
solution to enter, manage and route orders and execution data electronically.
The NYFIX network is a proprietary centralized electronic infrastructure linking
various market participants to provide efficient, secure and reliable order
routing. A single dedicated circuit between our customers and the NYFIX network
enables connectivity to buyside and sellside institutions and major
international exchanges and alternative execution venues such as electronic
communication networks (ECNs) and alternative trading systems (ATSs). We also
have developed and offer an integrated portfolio of modular desktop trading
applications, exchange floor automation and exchange access applications for
trading domestic and international equities, futures and options. Our outsourced
application solutions reside upon our centralized system and are delivered
through the NYFIX network. Our products and services operate using the industry
standard Financial Information Exchange (FIX) protocol.

We have been profitable since the first quarter of 1999 and have had
eleven quarters of increasing profitability. Our net income has increased to
$5,676,400 in 2000 from a net loss of $2,234,000 in 1998. Our net income
increased to $5,823,000 in the first nine months of 2001 from $3,506,000 in the
first nine months of 2000. Our total revenues have increased to

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$23,980,000 in 2000 from $6,235,000 in 1998, representing a compound annual
growth rate of 96%. Our total revenues have increased 79% to $29,337,000 in the
first nine months of 2001 from $16,425,000 in the first nine months of 2000. We
principally derive our revenues from long-term subscriptions, product sales and
services. In addition to developing our subscription revenues, we plan to
develop transaction based revenues. We are well positioned to distribute order
routing terminals in certain domestic and international market segments seeking
more direct exchange and execution access and trade processing services in
return for per share based transaction fees. We believe there is a substantial
market for these types of transaction revenue streams. Our order routing
connectivity capabilities and technology platform also enable us to support
transaction revenue generation in our subsidiary, NYFIX Millennium, of which we
owned 50% from its inception on September 9, 1999 through January 31, 2002. On
February 1, 2002, the Company exercised its option to purchase an additional 30%
of NYFIX Millennium by issuing 296,250 shares of NYFIX common stock to the other
NYFIX Millennium partners, thereby making NYFIX Millennium an 80% owned
subsidiary of the Company.

The large quantity of orderflow processed by the NYFIX network has
uniquely positioned us to develop, together with NYFIX Millennium, an ATS that
functions similarly to an ECN in that it matches buy and sell orders. NYFIX
Millennium can match either buy and sell orders or pass them through to the
exchange or execution venue of the trader's choice, in real-time, which we
believe is a unique feature and key differential from other ATSs and ECNs that
rely on captive order liquidity. NYFIX Millennium augments traditional auction
markets by combining the electronic execution technology of an ECN with the
liquidity of traditional primary markets. Institutional traders benefit from the
order invisibility and anonymity provided by NYFIX Millennium, which eliminates
the negative price impact associated with displaying large blocks of shares. We
are currently focusing on generating a critical mass of orderflow from the NYFIX
network to NYFIX Millennium.

Our goal is to become the leading provider of real-time electronic
trade entry, routing and execution solutions to the global financial services
industry. To achieve this, we plan to:

o increase the number of participants in the NYFIX network and continue to
expand the suite of products and services available to our customers;

o develop transaction revenue streams in NYFIX Millennium;

o develop transaction revenue streams from our electronic trading
infrastructure and technologies;

o establish and expand orderflow through NYFIX Millennium and leverage
strategic partnerships;

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o expand the universe of securities being traded through our network; and

o continue to protect our customers' roles in the distribution market.

Our headquarters are located at Stamford Harbor Park, 333 Ludlow
Street, Stamford, Connecticut, 06902 and our telephone number at that address is
(203) 425-8000. We also maintain operations in New York, Chicago and London. Our
international operations are conducted through our subsidiary, NYFIX Overseas,
Inc. We maintain a Web site at www.nyfix.com. Information contained on our Web
site is not a part of this prospectus.

Shares Being Offered

This prospectus relates to the offering by the selling shareholders
of an aggregate of 672,250 shares of our common stock, consisting of 376,000
shares issued to them in connection with their becoming new partners in NYFIX
Millennium and 296,250 shares issued to them in connection with our exercising
our purchase option to acquire an additional 30% of NYFIX Millennium from our
partners in NYFIX Millennium.

-3-

RISK FACTORS

You should carefully consider the risks described below before
making an investment decision. If any of the following circumstances occur, our
business, financial condition or results of operations could be materially
adversely affected. In that event, the trading price of our common stock could
decline, and you may lose part or all of your investment.

Risks Related to Our Business

Any slowdown or failure of our computer systems could cause us to lose revenues
and customers and subject us to liability for customer losses.

Our services depend on our ability to store, retrieve, process and
manage significant databases and to electronically receive and process trade
orders. Our systems or data centers could slow down significantly or fail for a
variety of reasons, including undetected errors in our internal software
programs or computer systems or heavy stress placed on our systems during peak
trading times. We constantly monitor system loads and performance and regularly
implement system upgrades to handle estimated increases in demand for capacity.
However, we may not be able to accurately predict future volume increases or
volatility and our systems may not be able to accommodate these demand increases
or volatility without failure or degradation. In addition, our redundant systems
or backup computer facility may not be able to protect us in the event of
significant system failures. Any significant degradation or failure of our
computer systems or any other systems in the clearing or trading processes could
cause our broker-dealer customers and their customers to suffer delays in
business processing, which could cause substantial losses to our broker-dealer
customers and their customers, damage our reputation, increase our service
costs, cause us to lose revenues and customers or divert our technical
resources. We might not be able to defend ourselves adequately to enforce our
contractual liability disclaimers in the event we are subjected to claims from
our broker-dealer customers and their customers for losses, including litigation
claiming fraud or negligence.

Our electronic systems and data centers could be materially
adversely affected by general power or telecommunications failures, computer
viruses or natural disasters. They are also vulnerable to damage or failure due
to human error and sabotage, both external and internal.

We rely on multiple telecommunications carriers for data delivery. Any
disruptions to these services could have a material adverse effect on our
business.

We depend on the proper and timely function of complex
telecommunications systems maintained and operated by third parties, securities
exchanges, clearing brokers and other data providers. Natural disasters or
failures, or inadequate or slow performance of any of these systems could
adversely affect our ability to provide our services. In addition, such
disruptions

-4-

could lead to the loss of customers, damage our reputation and negatively impact
our revenues and profitability.

Because our operating results may fluctuate from quarter to quarter, the price
of our common stock may be unstable.

Our revenues, cost of revenues, operating expenses and results of
operations have fluctuated in the past and will continue to fluctuate in the
future on a quarterly basis due to a number of factors. Some factors may be
outside of our control and could have a negative effect on our results of
operations, such as:

o the timing and size of purchase orders from our customers;

o unexpected delays in introducing new or enhanced products;

o changes in the costs of telecommunication circuits and costs of data
center equipment; and

o the timing and size of expenses, including expenses for research and
development of new products.

We were unprofitable from our inception in 1991 through 1998 and we may not
remain profitable in the future.

We commenced operations in June 1991 and incurred net losses through
1998. Although we have been profitable commencing in the first quarter of 1999
after introducing the NYFIX network, we cannot assure you that we will continue
to successfully implement our business strategy and continue to maintain
profitable operations.

We face substantial competition in our individual product areas from companies
that have larger and greater financial, technical and marketing capabilities,
which may hinder our ability to compete successfully.

We operate in a highly competitive market. Certain of our
competitors may have:

o longer operating histories;

o significantly greater financial, technical and marketing resources;

o more extensive customer bases; and

-5-

o extensive knowledge of the industry.

We expect competition to intensify in the future. Competitive pressures we face
may reduce our market share and materially adversely affect our business,
operating results and financial condition.

We may experience delays in enhancing our existing products and services and in
developing new products and services, which may affect our competitiveness and
cause us to lose market share.

Our competitiveness and ability to maintain or increase our market
share will depend, in part, on our ability to develop, test, sell and support
enhancements to our current and new products and services on a timely basis in
response to changing customer needs, competition, market conditions,
technological developments and emerging standards in the financial trading
industry. Our failure to successfully adapt our products and services to this
rapidly changing market could reduce our revenue and cause our operating results
to suffer. We may not successfully identify new product opportunities or develop
and bring new and enhanced products and services to the market in a
cost-effective and timely manner. If we fail to release new products and
upgrades on time or if they fail to achieve market acceptance, we may experience
customer dissatisfaction, cancellation of orders and loss of customers and
revenues.

We must manage our growth in order to achieve our business objectives.

We have experienced a period of significant growth in our business
that may place a strain upon our management systems and resources. We intend to
continue to grow in the foreseeable future and to pursue existing and potential
market opportunities. Our growth has placed, and will continue to place,
significant demands on our management and operational resources, particularly
with respect to:

o recruiting, training, supervising and retaining skilled technical,
marketing and management personnel in an environment where there is
intense competition for skilled personnel;

o implementing new and enhanced communications and information
systems;

o maintaining and expanding a cutting edge research and development
staff;

o expanding our sales and marketing efforts;

o expanding our facilities and other infrastructure in a timely manner
to accommodate a significantly larger workforce;

-6-

o developing and managing a larger, more complex international
organization; and

o expanding our treasury and accounting functions.

In order to manage our growth effectively, we must also develop more
sophisticated operational systems, procedures and controls. If we fail to
develop these systems, procedures and controls on a timely basis, it could
impede our ability to deliver products in a timely fashion and fulfill existing
customer commitments and, as a result, our business, financial condition and
operating results could be materially adversely affected. In addition, our
revenue may not continue to grow at a pace that will support our planned costs
and expenditures. To the extent that our revenue does not increase at a rate
commensurate with these additional costs and expenditures, our results of
operations and liquidity would be materially adversely affected.

Our ability to sell our products and services and grow our business could be
significantly impaired if we lose the services of key personnel.

Our business is highly dependent on a number of key executive
officers, including Peter K. Hansen, our Chief Executive Officer and President,
and Lars Kragh, our Chief Information Officer. The loss of the services of any
of our key personnel could have a material adverse effect on our business and
results of operations. Our future success will also depend on our ability to
recruit, train and retain other qualified personnel. Competition for key
personnel and other highly qualified technical and managerial personnel in our
industry is intense.

We rely, in part, on others to supply the underlying software and systems we use
to provide our services. If we are unable to obtain third party support and
delivery on a timely and reliable basis, our ability to perform services could
be hindered and the relationships we have with our customers could be harmed.

We rely on a number of third parties to supply underlying software
and systems, as well as equipment and related maintenance. If, in the future,
enhancements or upgrades of third party software and systems cannot be
integrated with our technologies or if the technologies on which we rely fail to
respond to industry standards or technological changes, we may be required to
redesign our proprietary systems. Software products may contain defects or
errors, especially when first introduced or when new versions or enhancements
are released. The inability of third parties to supply us with underlying
software and systems on a reliable, timely basis could harm our relationships
with our customers and our ability to achieve our projected level of growth.

Our products may suffer from defects or errors, which may harm our reputation or
subject us to product liability claims.

The products we offer are inherently complex. Despite testing and
quality control, current versions, new versions or enhancements of our products
may contain errors. Any errors,

-7-

slowdown or failure in our products may harm our reputation or subject us to
product liability claims. Significant technical challenges also arise with our
products because our customers purchase and integrate them with a number of
third party computer applications and software. Such integration may not always
be successful. Any defects or errors that are discovered after commercial
release could result in the loss of revenue or delay in market acceptance of our
products. Moreover, we could face higher development costs if our products
contain undetected errors, or if we fail to meet our customers' expectations.
Although we maintain general liability insurance coverage, this coverage may not
continue to be available on reasonable terms or at all. In addition, a product
liability claim, whether or not successful, could harm our business by
increasing our costs and distracting our management.

We may not be able to protect our intellectual property rights.

We rely on trade secrets, copyright, trademark and patent law to
protect our proprietary technology. We are currently exploring obtaining
additional patents for some of our proprietary technology and know-how.
Notwithstanding the precautions we take to protect our intellectual property
rights, it is possible that third parties may copy or otherwise obtain and use
our proprietary technology without authorization or otherwise infringe on our
rights. We may have to rely on litigation to enforce our intellectual property
rights, protect our trade secrets, determine the validity and scope of the
proprietary rights of others or defend against claims of infringement or
invalidity. Any such litigation, whether successful or unsuccessful, could
result in substantial costs to us and diversions of our resources and the
attention of management, either of which could negatively affect our business.
Additionally, our failure or inability to enforce our intellectual property
rights or protect our trade secrets could negatively impact our business
prospects and/or our financial results.

Conducting business in international markets subjects us to additional risks.

For the year ended December 31, 2000 and the first nine months ended
September 30, 2001, approximately 11% and 14%, respectively, of our revenues
were derived from our international operations. Thus, we are subject to risks
inherent in doing business in international markets, including:

o difficulties in recruiting and retaining personnel and managing
international operations;

o a high degree of costs associated with servicing smaller national
markets; and

o fluctuations in currency exchange rates.

Any of the above could affect the profitability of our international operations
or hinder our ability to expand further internationally.

-8-

Risks Related to NYFIX Millennium

NYFIX Millennium has a limited operating history and if it fails to become
profitable, it may have a material adverse affect on our financial position or
results of operations.

NYFIX Millennium was formed in September 1999 and since that time
has been in the development stage and has incurred aggregate net losses of
$17,696,000 through September 30, 2001, primarily in connection with development
and start-up activities. Our investment in NYFIX Millennium involves a high
degree of business and financial risks and could result in losses being
recognized on our financial statements related to our investment in NYFIX
Millennium. NYFIX Millennium's prospects must be considered in light of the
risks, expenses, delays, problems and difficulties frequently encountered in the
establishment of a new business in an emerging and evolving industry. NYFIX
Millennium may not be successful in its business, and profitability may never be
attained.

NYFIX Millennium faces substantial competition that could make it difficult to
gain market share and harm its financial performance.

The financial services industry is very competitive and we expect
competition to intensify in the future. NYFIX Millennium faces competition from
traditional stock exchanges, other ATSs and ECNs. Many financial service
providers with which NYFIX Millennium competes are substantially larger than
NYFIX Millennium and have substantially greater financial, technical, marketing
and other resources. Existing companies may seek to expand their own businesses
to compete with NYFIX Millennium because of the ongoing growth of the securities
markets, the interrelationship between information and trading, and the
importance of technology in creating efficient trading systems. These potential
competitors could include companies that enable customers to trade products and
services other than securities, such as telecommunications capacity, as well as
software companies, information and media companies, and other companies that
are not currently in the brokerage business. NYFIX Millennium may not be able to
compete effectively with its competitors.

NYFIX Millennium's revenue and growth could be adversely affected by declines in
trading volume in the securities markets.

NYFIX Millennium, as an ATS, will primarily generate its revenue by
charging customers a fee for each trade passed through its system. The number of
transactions that the NYFIX Millennium system handles generally corresponds
directly to the volume of trading throughout the various securities markets.
Consequently, a widespread decline in overall trade volume in the securities
markets could cause a decline in NYFIX Millennium's trading volume, resulting in
stagnant or declining revenues.

-9-

The securities brokerage industry is subject to extensive government regulation.
If NYFIX Millennium fails to comply with these regulations, it may be subject to
disciplinary or other action by regulatory organizations.

The securities industry is subject to extensive regulation under
both federal and state laws. In addition to these laws, NYFIX Millennium must
comply with rules of the Securities and Exchange Commission (SEC), including
Regulation ATS, and The National Association of Securities Dealers, Inc. (NASD),
various stock exchanges, state securities commissions and other regulatory
bodies charged with safeguarding the integrity of the securities markets and
other financial markets and protecting the interests of investors participating
in these markets. As a registered broker-dealer, NYFIX Millennium is subject to
numerous regulations covering the securities business, including:

o marketing practices;

o capital structure, including net capital requirements;

o record keeping; and

o conduct of directors, officers and employees.

Any failure to comply with these regulations could subject NYFIX Millennium to
censure, fines, the issuance of cease-and-desist orders or the suspension,
and/or disqualification of its officers, directors or employees.

NYFIX Millennium's compliance and risk management methods may not be effective.

NYFIX Millennium's ability to comply with regulations depends
largely on the establishment and maintenance of an effective compliance system,
as well as its ability to attract and retain qualified compliance personnel.
NYFIX Millennium could be subject to disciplinary or other actions due to
claimed noncompliance with regulations in the future. If a claim of
noncompliance is made by a regulatory authority, the efforts of the management
of NYFIX Millennium could be diverted to responding to such claim and NYFIX
Millennium could be subject to a range of possible consequences, including the
payment of fines, civil lawsuits and the suspension of one or more portions of
its business. In addition, its mode of operation and profitability may be
directly affected by:

o additional legislation;

o changes in rules promulgated by the SEC, the NASD, the Board of
Governors of the Federal Reserve System, the various stock exchanges
or other self-regulatory organizations; or

-10-

o changes in the interpretation or enforcement of existing laws and
rules.

In addition, NYFIX Millennium's status as a recognized ATS requires
that its trade execution and communication systems be able to handle anticipated
present and future peak trading volumes. The status of NYFIX Millennium as an
SEC registered broker-dealer and NASD member is conditioned, in part, on its
ability to process and settle trades. If any of our systems and/or NYFIX
Millennium's systems do not operate properly or are disabled, the ability to
process trades and handle peak trading volumes would be compromised.

Risks Related to Terrorism

Recent terrorist attacks have created significant instability and uncertainty in
the world, which can exacerbate many of the risk factors listed above.

The recent terrorist attacks in the United States and the
declaration of war by the United States against terrorism has created
significant instability and uncertainty in the world, which may continue to have
a material adverse effect on world financial markets, including financial
markets in the United States. Such adverse political events may have a negative
impact on economic conditions in the United States. Unfavorable economic
conditions in the United States may have an adverse effect on our financial
operations including, but not limited to, our ability to expand the market for
our products, enter into strategic relationships and effectively complete our
business plan.

In addition, terrorist attacks similar to the ones committed on
September 11, 2001 may directly affect our ability to keep our operations and
services functioning properly. Future attacks could create problems for our
computer systems, disrupt services, and delay product development and
enhancement. Any of these occurrences could have a material adverse effect to
our business and results of operations.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the SEC for
our common stock offered in this offering. This prospectus does not contain all
of the information set forth in the registration statement. You should refer to
the registration statement and its exhibits for additional information. Whenever
we make references in this prospectus to any of our contracts, agreements or
other documents, the references are not necessarily complete and you should
refer to the exhibits attached to the registration statement for the copies of
the actual contract, agreement or other document.

-11-

You should rely only on the information and representations provided
or incorporated by reference in this prospectus or any related supplement. We
have not authorized anyone else to provide you with different information. The
selling shareholders will not make an offer to sell these shares in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.

The SEC maintains an Internet site at http://www.sec.gov, which
contains reports, proxy and information statements, and other information
regarding us. You may also read and copy any document we file with the SEC at
its Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will automatically update and replace this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended:

(1) Our Annual Report on Form 10-K for the year ended December 31, 2000;

(2) Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2001;

(3) Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2001;

(4) Our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2001;

(5) Our Current Report on Form 8-K, filed February 13, 2002; and

(6) The description of our common stock in our registration Statement on
Form 8-A dated August 27, 1993.

We will provide you with a copy of these filings, excluding the
exhibits to such filings which we have not specifically incorporated by
reference in such filings, at no cost, upon written or oral request, by writing
or telephoning us at NYFIX, Inc., Stamford Harbor Park, 333 Ludlow Street,
Stamford, CT 06902, Attention: Chief Financial Officer, telephone (203)
425-8000.

-12-

FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some
cases, you can identify forward-looking statements by words such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "intend," "project," "seek," "predict," "potential" or "continue" or
the negative of these terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially. In
evaluating these statements, you should specifically consider various factors,
including the risks outlined under "Risk Factors." Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

USE OF PROCEEDS

The shares of common stock offered hereby are being registered for
the account of the selling shareholders identified in this prospectus. See
"Selling Shareholders." We will not receive any proceeds from the sale of such
shares. All net proceeds from the sale of the common stock will go to the
shareholders that offer and sell their shares.

SELLING SHAREHOLDERS

The following table sets forth information, as of the date hereof,
with respect to our common stock beneficially owned by each selling shareholder.
The selling shareholders are not obligated to sell any of the shares offered by
this prospectus. The number of shares sold by each selling shareholder may
depend on a number of factors, such as the market price of our common stock.

We are registering an aggregate of 672,250 shares of our common
stock for resale by the selling shareholders in accordance with registration
rights previously granted to them. We agreed to file a registration statement
under the Securities Act with the SEC, of which this prospectus is a part, with
respect to the resale of:

o an aggregate of 376,000 shares that we issued in March and April
2001 in connection with certain selling shareholders becoming new
partners in NYFIX Millennium; and

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o an aggregate of 296,250 shares that we issued on February 1, 2002 in
connection with our exercising our option to purchase an additional
30% of NYFIX Millennium from the selling shareholders.

The selling shareholders may sell any or all of their shares listed
below from time to time. Accordingly, we cannot estimate how many shares the
selling shareholders will own upon consummation of any such sales. Also, the
selling shareholders may have sold, transferred or otherwise disposed of all or
a portion of their shares since the date on which the shares were issued, in
transactions exempt from the registration requirements of the Securities Act.

Number of Number of Percentage of
Shares Shares Outstanding
Beneficially Number of Beneficially Common Stock
Owned Prior to Shares Being Owned After After
Name Offering(1)(2) Offered Offering(1)(3) Offering(1)
---- --------------- ------- -------------- ------------

Societe Generale Investment
Corporation 315,000 33,750 281,250(4) 1.0%

UBS (USA) Inc. 315,000 33,750 281,250(4) 1.0%

LabMorgan Corporation 218,000 218,000 0 0

DB U.S. Financial Markets
Holding Corporation 127,500 33,750 93,750(4) *

First Union Investors, Inc. 109,000 109,000 0 0

Tristar Communications, Inc. 109,000 109,000 0 0

ABN Amro Securities, L.L.C 33,750 33,750 0 0

Alliance Capital Management LP 33,750 33,750 0 0

Lehman Brothers Inc. 33,750 33,750 0 0

MSDW Equity Investments Ltd. 33,750 33,750 0 0
------------------------
* less than 1%

(1) Unless otherwise indicated, we believe that all persons named in the
above table have sole voting and investment power with respect to
all shares of voting stock beneficially owned by them. A person is
deemed to be the beneficial owner of securities that can be acquired
by such person within 60 days from the date hereof upon the exercise
of options, warrants or convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that options,
warrants and convertible securities held by such

-14-

person (but not those held by any other person) and which are
exercisable or convertible within 60 days have been exercised and
converted. Assumes a base of 27,879,625 shares of common stock
outstanding.

(2) The number of shares listed as beneficially owned only reflects the
number of shares of our common stock issued by us directly to the
selling shareholder. We are not aware of any other shares
beneficially owned by the selling shareholder.

(3) Beneficial ownership of shares held by the selling shareholder after
this offering assumes that each selling shareholder sold all of the
shares it is offering in this prospectus but actually will depend on
the number of securities sold.

(4) These shares have previously been registered for resale pursuant to
Registration Statement No. 333-93943, filed on December 30, 1999.

PLAN OF DISTRIBUTION

This prospectus relates to the offer and sale by the selling
shareholders of an aggregate of 672,250 shares of our common stock that we
issued in connection with certain of the selling shareholders becoming partners
in NYFIX Millennium and in connection with our exercising of our option to
purchase an additional 30% of NYFIX Millennium from our partners.

The selling shareholders may sell the shares in transactions in the
over-the-counter market, in negotiated transactions, or a combination of such
methods of sale. The selling shareholders may sell the shares through public or
private transactions at prevailing market prices, at prices related to such
prevailing market prices or at privately negotiated prices. The selling
shareholders may also sell shares pursuant to Rule 144 of the Securities Act, if
applicable.

The selling shareholders may use underwriters or broker-dealers to
sell the shares. Such underwriters and broker-dealers may receive compensation
in the form of discounts or commissions from the selling shareholders, or they
may receive commissions from the purchasers of shares for whom they acted as
agents, or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). The selling shareholders and any underwriter
or broker-dealer who participates in the distribution of the shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act.

In addition, the broker-dealers' commissions, discounts or
concession may qualify as underwriters' compensation under the Securities Act.
We will disclose in a post-effective amendment to the registration statement any
broker-dealers the selling shareholders contract with in

-15-

the selling effort who may appear to be acting as underwriters within the
meaning of Section 2(11) of the Securities Act. If any such broker-dealers are
acting as underwriters, we will revise the disclosures in the registration
statement to include the amount of the shares of our common stock being sold by
the broker-dealer and, if the broker-dealer is entitled to sell additional
shares, the broker-dealer's relationship and obligations to us and the selling
shareholders and any associated expenses which we or the selling shareholders
may incur in connection with such sale of our common stock. We will also file
any agreement the selling shareholders or we may enter into with such
broker-dealer as an exhibit to the registration statement.

Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of the shares may
not simultaneously engage in market-making activities with respect to our common
stock for a certain period of time, except under certain limited circumstances.
Also, without limiting the foregoing, each selling shareholder and any other
person participating in such distribution will be subject to applicable
provisions of the Exchange Act and rules and regulations thereunder (including
Regulation M), which provisions may limit the timing of purchases and sales of
shares of our common stock by such selling shareholder.

At the time a selling shareholder makes an offer to sell shares, to
the extent required by the Securities Act, a prospectus will be delivered. If a
supplemental prospectus is required, one will be delivered setting forth the
number of shares being offered and the terms of the offering, including the
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the shares, and any discounts or commissions.

In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and complied with.

We have agreed to pay substantially all of the expenses incident to
the registration, offering and sale of the shares to the public, excluding the
commissions or discounts of underwriters, broker-dealers or agents.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be
passed upon for us by Olshan Grundman Frome Rosenzweig & Wolosky LLP, New York,
New York. Certain partners of Olshan Grundman Frome Rosenzweig & Wolosky LLP
beneficially own an aggregate of approximately 127,000 shares of our common
stock.

-16-

EXPERTS

The consolidated financial statements as of and for the year ended
December 31, 2000, incorporated in this prospectus by reference from our annual
report on Form 10-K for the year ended December 31, 2000, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given on their authority as experts in accounting and
auditing.

The audited consolidated financial statements as of December 31,
1999 and for each of the two years in the period ended December 31, 1999,
incorporated by reference in this prospectus and elsewhere in the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or persons
controlling us, we have been advised that it is the SEC's opinion that such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

-17-

NYFIX, Inc.

672,250 Shares
of
Common Stock

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

PROSPECTUS
-----------------

__________ ___, 2002

You should rely only on the information contained in this
prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus. This prospectus does not
constitute an offer or solicitation by anyone in any state in which such person
is not authorized, or in which the person making such offer or solicitation is
not qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation. This prospectus does not offer to sell or buy any shares
in any jurisdiction where it is unlawful. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our common stock.

No action is being taken in any jurisdiction outside the U.S. to
permit a public offering of the common stock or possession or distribution of
this prospectus in that jurisdiction. Persons who come into possession of this
prospectus in jurisdictions outside the U.S. are required to inform themselves
about and to observe any restrictions as to this offering and the distribution
of this prospectus applicable to that jurisdiction.

-18-

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance And Distribution.

The following table sets forth the costs and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered. All amounts are estimated except the SEC registration fee.

Amount to
be Paid

SEC registration fee .................................................$ 755.77

Accounting fees and expenses .........................................$ 6,000.00

Legal fees and expenses ..............................................$15,000.00

Miscellaneous ........................................................$ 3,244.23
----------

Total ....................................................$25,000.00
==========

Item 15. Indemnification of Directors and Officers.

The New York Business Corporation Law, or BCL, provides that if a
derivative action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action, if such director or officer acted in good faith
for a purpose which he or she reasonably believed to be in the best interests of
the corporation.

Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors'

II-1

resolution or an agreement providing for such indemnification.

The above is a general summary of certain provisions of the BCL and
is subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

Section 726 of the BCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. We maintain insurance coverage under which our
directors and officers are insured, subject to the limits of the policy, against
certain losses, as defined in the policy, arising from claims made against such
directors and officers by reason of any wrongful acts as defined in the policy,
in their respective capacities as directors or officers.

Item 16. Exhibits.

Number Description
------ -----------

4.1(i) Composite Certificate of Incorporation of the Registrant.
4.2(ii) Bylaws of the Registrant.
4.3(iii) Rights Agreement between Chase Mellon Shareholder Services,
L.L.C. and the Registrant, dated September 1, 1997.
4.4(iv) First Amendment to Rights Agreement between Chase Mellon
Shareholder Services, L.L.C. and the Registrant, dated October
25, 1999.
5.1** Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Arthur Andersen LLP.
23.3** Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(contained in Exhibit 5.1).
24.1* Power of Attorney (included on the signature page of this
Registration Statement).

---------------------
* Filed herewith.
** To be filed by amendment.

(i) Incorporated by reference from Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3/A filed June 1, 2001
(Registration No. 333-60314).
(ii) Incorporated by reference from Exhibit 3.2 to the Registrant's
Registration Statement on Form 10 filed March 5, 1993.
(iii) Incorporated by reference from Exhibit 1 to the Registrant's
Registration Statement on Form 8-A filed September 10, 1997
(Registration No. 001-12292).
(iv) Incorporated by reference from Exhibit 3 to the Registrant's
Registration Statement on Form 8-A/A filed November 3, 1999
(Registration No. 001-12292).

II-2

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) 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;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each 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; and

(3) 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.

(b) 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 this
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.

(c) 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 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 an 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 6th day of
March, 2002.

NYFIX, INC.

By: /s/ Peter K. Hansen
---------------------------------------
Peter K. Hansen
Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Peter K. Hansen, Chief Executive
Officer and President, and Richard A. Castillo, Chief Financial Officer, and
each of them individually, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him in his name, place
and stead, in any and all capacities, in connection with this Registration
Statement, including to sign and file in the name and on behalf of the
undersigned as director or officer of the Registrant (i) any and all amendments
or supplements (including any and all stickers and post-effective amendments) to
this Registration Statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) any and all additional registration statements,
and any and all amendments thereto, relating to the same offering of securities
as those that are covered by this Registration Statement that are filed pursuant
to Rule 462(b) promulgated under the Securities Act of 1933 with the Securities
and Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ Peter K. Hansen
------------------------------ Chief Executive Officer, March 6, 2002
Peter K. Hansen President and Director (Principal
Executive Officer)

/s/ Richard A. Castillo
------------------------------ Chief Financial Officer (Principal
Richard A. Castillo Accounting Officer) March 6, 2002

/s/ George O. Deehan
------------------------------ Director March 6, 2002
George O. Deehan

/s/ William J. Lynch
------------------------------ Director March 6, 2002
William J. Lynch

/s/ Carl E. Warden
------------------------------ Director March 6, 2002
Carl E. Warden

II-4

Exhibit Index
-------------

Exhibit
-------

4.1(i) Composite Certificate of Incorporation of the Registrant.
4.2(ii) Bylaws of the Registrant.
4.3(iii) Rights Agreement between Chase Mellon Shareholder Services,
L.L.C. and the Registrant, dated September 1, 1997.
4.4(iv) First Amendment to Rights Agreement between Chase Mellon
Shareholder Services, L.L.C. and the Registrant, dated
October 25, 1999.
5.1** Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Arthur Andersen LLP.
23.3** Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(contained in Exhibit 5.1).
24.1* Power of Attorney (included on the signature page of this
Registration Statement).

-------------------------
* Filed herewith.
** To be filed by amendment.

(i) Incorporated by reference from Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3/A filed June 1, 2001
(Registration No. 333-60314).

(ii) Incorporated by reference from Exhibit 3.2 to the Registrant's
Registration Statement Form 10 filed March 5, 1993.

(iii) Incorporated by reference from Exhibit 1 to the registration
statement on Form 8-A filed September 10, 1997 (Registration No.
001-12292).

(iv) Incorporated by reference from Exhibit 3 to the registration
statement on Form 8-A/A filed November 3, 1999 (Registration No.
001-12292).

II-5