-----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, Ut5Xa28sszDPs1jBB6hrPi38OuMJgVWBlxejnLZCLfXnpSoYlLKbvH8OodmDhSfT 78dVmG9YU8AT8qyt8ztGBA== 0000921895-02-000140.txt : 20020415 0000921895-02-000140.hdr.sgml : 20020415 ACCESSION NUMBER: 0000921895-02-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020312 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NYFIX INC CENTRAL INDEX KEY: 0000099047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061344888 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12292 FILM NUMBER: 02584490 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 FORMER COMPANY: FORMER CONFORMED NAME: TRANS AIRE ELECTRONICS INC DATE OF NAME CHANGE: 19910916 8-K 1 form8k01805_03122002.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

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


        Date of Report (Date of earliest event reported): March 12, 2002
                                 ---------------


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


New York                               0-21324                06-1344888
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (IRS Employer
of incorporation)                   File Number)            Identification No.)


                 333 Ludlow Street, Stamford, Connecticut 06902
                 ----------------------------------------------
                    (Address of principal executive offices)
                    ----------------------------------------


Registrant's telephone number, including area code: 203-425-8000
                                                    ------------

         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)







Item 5.     Other Events.
            -------------

            On March 12, 2002, the Company issued a press release, set forth as
Exhibit 99.1 to this Current Report, announcing that it signed a definitive
agreement to acquire Javelin Technologies, Inc. The Company will finance the
transaction with a combination of approximately $11,000,000 cash and NYFIX
common stock with a value of approximately $44,000,000. In addition, the Company
has negotiated an earn-out based on Javelin's 2002 revenues. The transaction is
scheduled to close on March 31, 2002.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            -------------------------------------------------------------------

       (c)  Exhibits
            --------

            Exhibit No.      Exhibits
            -----------      --------

              99.1           Press Release of NYFIX, Inc. dated March 12, 2002.


                                    SIGNATURE
                                    ---------

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


                                   NYFIX, INC.



Dated: March 14, 2002              By:   /s/ Peter K. Hansen
                                        -----------------------------------
                                        Name:  Peter K. Hansen
                                        Title: Chief Executive Officer
EX-99 3 exhibit99101805_03122002.htm sec document
                                  EXHIBIT 99.1
                                  ------------

Press Release

NYFIX, Inc. to Acquire Javelin Technologies, Inc.

STAMFORD, Conn.-- March 12, 2002--NYFIX, Inc. (NASDAQ: NYFX - news) announced
today it has signed a definitive agreement to acquire Javelin Technologies,
Inc., thus bringing together two industry leaders in electronic trading
technology. NYFIX will finance the transaction with a combination of
approximately $11,000,000 cash and NYFIX common stock with a value of
approximately $44,000,000. In addition, NYFIX has negotiated an earn-out based
on Javelin's 2002 revenues. The transaction is scheduled to close on March 31,
2002.

Javelin Technologies, Inc., widely known as the pioneer in FIX (Financial
Information eXchange Protocol) technology, counts over 1,000 installations at
more than 300 leading buy and sell-side institutions, exchanges and ECNs,
including over 50 clients in Europe and 20 in Asia.

The acquisition of Javelin complements and expands NYFIX's existing business
model, while greatly widening the reach of the NYFIX Network. Both companies are
market leaders and compliment each other in the equity and derivatives exchange
access automation market. Where Javelin possesses the leading market-share in
the buy-side institutional market for electronic order routing enabling
technology, NYFIX maintains a leading market share in the broker/dealer end of
the market.

"In our ambition to create a seamlessly connected electronic environment for the
different participants in the market - this acquisition represents the perfect
match for our two companies and our respective clients trying to interconnect
with each other and multiple market centers. We intend to leverage obvious
service combinations and cross-selling opportunities in our core business
models. We also see this as a shortcut to engage a portion of the Javelin
customer base in our transaction based offerings, as it relates both to our
Transaction Services group and NYFIX Millennium," said Peter Kilbinger Hansen,
Chief Executive Officer of NYFIX, Inc.

Some of NYFIX's key considerations for the acquisition include: increased
connectivity to the buy-side institutional market; consolidated product
offering; cross-selling of core products and transaction services; and a single
point of electronic exchange access across all major domestic and international
equity and derivatives exchanges. The plan is to embed Millennium capabilities
in Javelin products which should reduce implementation time of the NYFIX
Millennium ATS throughout the financial industry.

"We are very excited to join NYFIX. Combining forces creates an unmatched
offering of trading platforms, execution services and connectivity solutions to
best serve the financial industry. With our firms' collective expertise in FIX,
superior trade communication products and robust infrastructure, we believe
there is significant opportunity to grow in this marketplace," commented George
Kledaras, Chairman and CEO of Javelin Technologies.








The acquisition is expected to generate a number of cost synergies and improve
the Company's market share in the electronic trading space. Javelin,
headquartered in New York City with offices in San Francisco, London, Paris and
Hong Kong, will operate as a wholly-owned subsidiary of NYFIX, Inc. Javelin's
founder Kledaras, who is widely credited as one of the leading pioneers and
proponents of FIX technology, will be nominated for membership to the NYFIX
Board of Directors. Current Javelin President and COO, John Coulter, will
maintain responsibility for business operations.

NYFIX, Inc. (NASDAQ: NYFX - news), through its subsidiaries, provides electronic
trading systems, industry-wide trade routing connectivity, straight-through
processing and execution services and systems to the global equities and
derivatives financial markets.

NYFIX USA, LLC develops real-time order management trader workstations, exchange
automation systems, trade order and execution routing and STP solutions for
brokerage firms and other financial institutions. NYFIX USA operates the NYFIX
Network, the industry's largest FIX order-routing network, processing between
500 million to 1.2 billion shares of U.S. listed equity securities on a daily
basis. NYFIX USA is a pioneer in the adoption of the FIX protocol and all its
products are FIX-compliant.

NYFIX Transaction Services, Inc., a recently acquired broker-dealer, has a
pending membership application filed with the NASD. NYFIX Transaction Services,
Inc. will provide execution and smart order routing solutions primarily to
domestic and international broker-dealers and specialized trading firms.

NYFIX Millennium, LLC, the broker-dealer subsidiary of NYFIX, Inc., is an
Alternative Trading System which provides a real-time, anonymous automated
matching system for equity trading. NYFIX Millennium leverages the NYFIX
network's large order routing share volume to provide a more efficient liquidity
source for the financial community. Investors in NYFIX Millennium, LLC include
NYFIX, Inc., ABN Amro, Banc of America Securities, Deutsche Bank, JP Morgan,
Lehman Brothers, Morgan Stanley, Sanford C. Bernstein & Co., SG Cowen Securities
Corp., UBS Warburg and Wachovia Securities.

NYFIX Overseas, Inc. specializes in electronic trading solutions for the
derivatives markets and develops order management workstations and exchange
interface systems, supporting trading on more than 20 of the world's leading
international derivatives exchanges. NYFIX Overseas has customers in Europe, the
U.S. and the Far East.

Javelin Technologies, Inc., founded in 1996, with over 1,000 installations at
more than 300 major buy and sell-side institutions, securities clearing houses,
hedge fund managers, exchanges and ECNs worldwide, is a leading supplier of
electronic trade communication technology and the leading provider of Financial
Information Exchange (FIX) technology. Javelin solutions provide better trading
through universal connectivity, streamlining workflow and eliminating the high
cost and risk of developing proprietary network links and protocol
implementations. Winner of the 2001 Deloitte & Touche Shooting Star award for
New York's fastest-growing technology company, Javelin's electronic trading
solutions power hundreds of clients including Chicago Board Options Exchange
(CBOE), Morgan Stanley Dean Witter, Fidelity Management Research, the American

                                       2



Stock Exchange, Robertson Stephens, Instinet, Nasdaq Japan, Market
XT/Tradescape, and Yahoo!. For more information on Javelin's electronic trading
solutions, please visit www.javtech.com.

This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to market and develop its products.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.


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