sec document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. )*
NYFIX, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001
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(Title of Class of Securities)
0000099047
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(CUSIP Number)
COPY TO:
Benjamin S. Reichel
Olshan Grundman Frome Rosenzweig & Wolosky LLP
65 East 55th Street
New York, New York 10022
(212) 451-2300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 11, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 0000099047 13D Page 2 of 6
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carl E. Warden
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,839,688(1)
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,839,688(1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,839,688(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes (i) 100,000 shares of common stock held by The Carl and Vicki
Warden Family Foundation (the "Foundation"), of which Mr. Warden is the trustee,
(ii) 359,718 shares held in a multi-generational trust (the "Trust") and (iii)
60,000 shares for which Mr. Warden has a power of attorney (the "Power of
Attorney Shares") which enables him to vote and dispose of such shares. Mr.
Warden disclaims beneficial ownership of the shares held by the Foundation and
the Trust as well as the Power of Attorney Shares. Does not include an aggregate
of 1,589,165 shares of Common Stock held by certain adult family members of Mr.
Warden and their children.
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CUSIP NO. 0000099047 13D Page 3 of 6
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STATEMENT ON SCHEDULE 13D
This Statement on Schedule 13D (the "Statement") is filed on behalf of Carl
E. Warden with the Securities and Exchange Commission.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
common stock, par value $0.001 per share (the "Common Stock"), of NYFIX, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 333 Ludlow Street, Stamford, Connecticut 06902.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME
Carl E. Warden.
(b) RESIDENCE OR BUSINESS ADDRESS
1516 Country Club Drive, Los Altos, CA 94024.
(c) PRINCIPAL OCCUPATION OR EMPLOYMENT
Mr. Warden is a self-employed private investor. His address is set
forth in (b) above.
(d) CRIMINAL PROCEEDINGS
During the last five years, Mr. Warden has not been convicted of a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) CIVIL SECURITIES LAW PROCEEDINGS
During the last five years, Mr. Warden has not been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) CITIZENSHIP
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the shares of Common Stock beneficially held by Mr. Warden were paid
for using his personal funds other than the Power of Attorney Shares (as
hereinafter defined) which were paid for with the personal funds (loaned to them
by Mr. Warden) of the individuals for which Mr. Warden holds the power of
attorney.
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CUSIP NO. 0000099047 13D Page 4 of 6
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ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock were acquired for investment purposes. Mr.
Warden presently does not have any plans or proposals which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The aggregate number of shares of Common Stock and percentage of
the outstanding Common Stock of the Issuer beneficially owned by Mr. Warden is
as follows:
Aggregate Number of Number of Shares: Sole Number of Shares: Shared Approximate
Shares Power to Vote or Dispose Power to Vote or Dispose Percentage*
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1,839,688(1) 1,839,688(1) 0 5.7%
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* Based on 32,394,380 shares of Common Stock, outstanding as of October 31,
2004, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the
quarter ended September 30, 2004.
(1) Includes (i) 100,000 shares of Common Stock held by The Carl and Vicki
Warden Family Foundation (the "Foundation"), of which Mr. Warden is the trustee,
(ii) 359,718 shares of Common Stock held in a multi-generational trust (the
"Trust") and (iii) 60,000 shares of Common Stock for which Mr. Warden has a
power of attorney (the "Power of Attorney Shares") which enables him to vote and
dispose of such shares. Mr. Warden disclaims beneficial ownership of the shares
held by the Foundation and the Trust as well as the Power of Attorney Shares.
Does not include an aggregate of 1,589,165 shares of Common Stock held by
certain adult family members of Mr. Warden and their children.
(c) During the past 60 days, Mr. Warden effected no transactions in shares
of Common Stock other than as set forth in the following table. All purchases
were made in the open market:
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Purchase Date Number of shares Purchase Price
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01/11/2005 4,300.00 $5.283
01/12/2005 1,300.00 $5.276
01/13/2005 200.00 $5.28
01/14/2005 1,000.00 $5.28
01/18/2005 4,000.00 $5.285
01/19/2005 7,872.00 $5.215
01/20/2005 1,528.00 $5.0848
01/21/2005 2,300.00 $5.124
01/24/2005 6,000.00 $5.08
01/25/2005 40,395.00 $4.443
01/26/2005 1,605.00 $4.438
01/28/2005 14,392.00 $4.6414
01/31/2005 3,600.00 $4.925
02/01/2005 15,900.00 $4.8382
02/03/2005 4,000.00 $4.8
02/08/2005 1,000.00 $4.82
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CUSIP NO. 0000099047 13D Page 5 of 6
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In addition, Mr. Warden purchased the following shares as Power of
Attorney:
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Purchase Date Number of shares Purchase Price
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01/05/2005 10,000 $5.7335
01/13/2005 10,000 $5.3034
01/13/2005 10,000 $5.397
01/25/2005 10,000 $4.255
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(d) No person other than Mr. Warden is known to have the right to receive,
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such shares of Common Stock except with respect to the shares that Mr.
Warden purchased as Power of Attorney.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Warden has a Power of Attorney to vote or dispose of 10,000 shares (for
an aggregate of 60,000 shares) from each of the following individuals: Michelle
A. O'Donnell, Gene-a Michelle Salvati, Lorena Randle, Scott Phillips, Paul
Sandoval and Dania Hansen.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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CUSIP NO. 0000099047 13D Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 2005
/s/ Carl E. Warden
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Carl E. Warden