-----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, JKrDZ8FXDi5jh+jeXJv25mNMPxEe/ifaHcTOFmgtvQLOHI0llGbrC7fck92vDpN/ PLJnaT4KC0//vz1qIGBjTg== 0000921895-03-000427.txt : 20030703 0000921895-03-000427.hdr.sgml : 20030703 20030703120302 ACCESSION NUMBER: 0000921895-03-000427 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030702 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030703 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: 000-21324 FILM NUMBER: 03774348 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_07022003.htm FORM 8K 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): July 2, 2003
                                  ------------


                                   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 and Regulation FD Disclosure.
            -----------------------------------------

            On July 2,  2003,  NYFIX,  Inc.  (the  "Company")  announced  it had
entered  into a  binding  agreement  to  acquire  100%  of  Renaissance  Trading
Technologies LLC. The text of a press release issued by the Company is furnished
as Exhibit 99.1 and is incorporated herein by reference.

Item 7.     Financial Statements and Exhibits.
            ---------------------------------

(c)         Exhibits

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

            99.1                Press release of NYFIX, Inc. dated July 2, 2003.






                                    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.



                                                By:/s/ Mark R. Hahn
                                                   -----------------------------
                                                      Mark R. Hahn
                                                      Chief Financial Officer

July 3, 2003


                                       3
EX-99.1 3 ex991to8k01805_07022003.htm sec document

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE


    NYFIX, INC. ANNOUNCES ACQUISITION OF RENAISSANCE TRADING TECHNOLOGIES LLC


STAMFORD,  CT, July 2, 2003: NYFIX, Inc. (NASDAQ:  NYFX), announced today it has
signed a binding agreement to acquire 100% of Renaissance  Trading  Technologies
LLC, the developer and supplier of the Renaissance  Trader Workstation (RTW) and
Renaissance  Market  Maker  (RMM)  workstations  for the NASDAQ  market.  NYFIX,
previously  an 18%  owner  of  Renaissance,  will  finance  the  transaction  by
exercising  its  option  to  convert  a $1.5  million  promissory  note  for 32%
additional  equity and acquiring the  remaining 50% equity in  Renaissance  with
NYFIX common stock and, at its discretion,  cash, with a value of  approximately
$6 million. The transaction is expected to close later this month.

"The  acquisition of Renaissance is an important  strategic step for NYFIX as we
can now offer best-of-breed  solutions for both the Listed and OTC markets.  The
ability to reach the OTC  marketplace has  significantly  expanded our potential
market,"  commented Peter Kilbinger  Hansen,  Chief Executive  Officer of NYFIX,
Inc. "We view this acquisition as an opportunity to leverage the extensive NYFIX
network and  infrastructure  that we have spent years putting into place. With a
central platform for  distribution and established  links to a variety of market
centers, the initial roll-out to Renaissance  customers has been smooth.  Owning
Renaissance gives us the ability to coordinate our product development cycles to
more effectively meet changing market demands. I am extremely impressed with the
Renaissance team and excited to welcome them to the NYFIX family. I am confident
that,  with  this  addition,  the  NYFIX  team we now have in place is very well
equipped to bring us to a new level of success."

NYFIX Platinum, the new combined OTC and listed trading platform, will include a
seamlessly  integrated QMS (quote management  system) and innovative smart order
routing  capabilities.  The Renaissance  QMS and smart order routing  technology
will be adapted into the NYFIX listed trading platform,  FIXTrader(R).  With the
listed  market  structure  rapidly  changing  and  multiple   liquidity  sources
emerging, NYFIX believes the adaptation of FIXTrader to include these functional
enhancements  will allow its trading users to perform better in today's  dynamic
market  environment.  Through  the NYFIX  Network's  connections  to all OTC and
listed  markets  as  well as a  secondary  market  venues,  the  combination  of
Renaissance's  Workstations  with NYFIX's FIXTrader will deliver a comprehensive
view of the marketplace to each trader's desktop.

"Since investing in Renaissance last fall, we have seen Renaissance successfully
launch its product and have been extremely  pleased at the market's  reaction to
its OTC product  offering.  There are several  customers that have installed the
NYFIX  Platinum  solution  and are  trading on the  system  daily.  These  users
immediately  benefited from the value of having a single view and full access to
all the OTC and listed marketplaces. We have a strong sales pipeline and believe
this is the right product at the right time to compete in today's dynamic market
environment," added Mr. Hansen.

Originally  developed  as an  internal  project  at  investment  bank  Robertson
Stephens,  the  Renaissance  Workstation  products  enable  principal and agency
traders to electronically receive orders in NASDAQ stocks from multiple sources,
execute orders according to best execution rules, route orders to Super Montage,
ECN or ATS  destinations,  and manage risk.  The  Renaissance  workstations  are
highly  configurable  and have the  flexibility  to suit  virtually  any trading
strategy.  The  systems'  enforcement  of held  order-handling  rules  and  best
execution  facilitation  of  customer  orders  allows  traders  to  focus  their
attention on trading,  not on IT or compliance issues. The systems were designed
over several years with industry  initiatives such as  decimalization  and Super
Montage in mind, and have as their primary objectives, ease-of-use, scalability,
flexibility and compliance.

"The merger of  Renaissance  with NYFIX will provide a state of the art platform
for offering clients an integrated technology for trading equities. The combined
technical and business  experience of the two teams will give clients  access to
world-class  talent that has built global  systems for Wall Street over the last
10  years,"  said  Ed  Brandman,   Renaissance  Chief  Executive  Officer.  "The
significant  investment  that NYFIX has made in  infrastructure  in recent years







will allow  Renaissance to accelerate the rollout of new technologies to trading
desks and offer unique  solutions to the complex  trading  environment  found at
most firms  today.  We expect that the merger will result in offering  financial
firms a fully integrated  Listed/OTC  solution and the ability for this platform
to be extended to the buy side.  Market  response  to our  flagship  Workstation
(RTW) and Market  Making  (RMM)  products has been  outstanding.  We have always
believed that our product suite would give us a competitive  advantage,  and the
validation  we are  receiving  from the market in terms of  interest  and signed
clients  is very  encouraging.  We  plan  to  capitalize  on  this  success  and
aggressively  increase our market share in the next 24 months with both existing
and new products."

Renaissance  went into  production  with its first  clients  during  the  second
quarter of this year and  expects to  implement  additional  clients  during the
second half of this year.


                                       ###


NYFIX,  INC.  (NASDAQ:  NYFX),  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.

RENAISSANCE TRADING TECHNOLOGIES, LLC, offers trader workstations for the Nasdaq
market,  enabling principal and agency traders to electronically  receive orders
from multiple  sources,  execute orders according to best execution  principles,
route  orders  to  ECN  or  ATS  destinations   and  manage  risk.   Renaissance
Workstations  provide  configurability  and the  flexibility to suit most firm's
trading strategies.  Renaissance's  enforcement of held order-handling rules and
best  execution  facilitation  of customer  orders helps  trading desks focus on
trading.

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.  FIXTrader  and
NYFIX Platinum are trademarks of NYFIX, Inc.

Contact:
Jennifer Plaia
NYFIX, Inc.
(203) 425-8000 or
jplaia@nyfix.com
www.nyfix.com
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