-----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, DMYyENjQLGqZjEI3RB4OYBVIMQ0uc0mENYVd5NZkgIqqa3e2OZ3uYsJfMh3JaYUO utMqLk8gysJhxAFnnmyK1w== 0000921895-05-000288.txt : 20050304 0000921895-05-000288.hdr.sgml : 20050304 20050304142453 ACCESSION NUMBER: 0000921895-05-000288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050304 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050304 DATE AS OF CHANGE: 20050304 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 05660833 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 form8k01805012_03042005.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 4, 2005
                                                           -------------


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


  DELAWARE                              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.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))







Item 2.02.  Results of Operations and Financial Condition.

On March 4, 2005, NYFIX,  Inc. (the "Company")  provided updated guidance on the
fourth  quarter of 2004 and guidance for the first quarter of 2005.  The text of
the press  release  issued by the Company is  furnished  as Exhibit  99.1 and is
incorporated herein by reference.

Item 8.01. Other Events.

On March 4, 2005, the Company provided updated guidance on the fourth quarter of
2004 and guidance for the first quarter of 2005.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

     EXHIBIT NO.    EXHIBITS
     -----------    --------

     99.1           Press release of NYFIX, Inc. dated March 4, 2005.








                                    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/ Brian Bellardo
                                        --------------------------
                                         Brian Bellardo
                                         Secretary

March 4, 2005


EX-99 2 ex991to8k01805_03042005.htm EX-99.1 sec document
                                                               [GRAPHIC OMITTED]

Update of Fourth Quarter 2004 Guidance
- --------------------------------------

FOR IMMEDIATE RELEASE

COMPANY CONTACT:
Jennifer Carberry
NYFIX, Inc.
(203) 425-8000 or
info@nyfix.com
WWW.NYFIX.COM


                         NYFIX PROVIDES UPDATED GUIDANCE

STAMFORD, CT, MARCH 4, 2005: NYFIX, INC. (NASDAQ:  NYFX), A LEADER IN technology
solutions for the financial  marketplace,  announced that it expects revenue for
the fourth quarter of 2004 to be  approximately  $20.4  million,  an increase of
almost 5% over the prior  quarter and within the range of  previously  announced
revenue guidance of $19.5 million to $21.0 million. The fourth quarter net loss,
however,  is  expected  to be in the range of $0.10 to $0.12 per  common  share,
which is higher  than the  previously  announced  guidance of $0.03 to $0.05 net
loss per common share.  This negative  variance is  attributable  to higher than
forecasted interest and bad debt expense,  Sarbanes-Oxley  implementation  costs
and other general and administrative expenses.

As a result  of the  previously  announced  buy-side  initiatives,  the  Company
experienced significant growth in global network and transaction revenue. In the
two years since the Company  launched its buy-side  initiatives,  global network
and  transaction  revenue  combined  have  grown  to an  annualized  rate of $35
million.  Transaction  revenue  increased  25% from  $4.1  million  in the third
quarter of 2004 to more than $5.1 million in the fourth quarter with  increasing
gross profit  margins.  First  quarter 2005  transaction  revenue is on pace for
further  growth.  The Company  expects to launch a new execution  service in May
2005, which it believes will provide additional transaction revenue growth.

For the first quarter of 2005, the Company expects revenue to be in the range of
$21.0 million to $23.0 million.  However,  the Company expects to report a first
quarter net loss in the range of $0.03 to $0.09 per common share. The Company is
employing a high level of external  legal and other  professional  services at a
cost of  approximately $2 million in the first quarter of 2005 ($0.06 per common
share) to address the  Securities  and Exchange  Commission  inquiries,  achieve
compliance with the Sarbanes-Oxley Act and accomplish business streamlining.

"We are in the midst of implementing a vision change that deals with the balance
and relationship between our sell and buy-side business growth opportunities and
our central  corporate  costs.  Our primary goals  continue to be to restore the
Company to  profitability,  capture growth  opportunities  and build a franchise
with sustained  profitability," said Peter Kilbinger Hansen,  Chairman and Chief
Executive Officer.



ABOUT NYFIX, INC.
NYFIX,  INC.  is an  established  provider  to the  domestic  and  international
financial  markets  of  trading  workstations,  middle-office  trade  automation
technologies and trade communication  technologies.  Our NYFIX Network is one of
the industry's  largest networks,  connecting  broker-dealers,  institutions and
exchanges.  In addition to our headquarters in Stamford, we have offices on Wall
Street in New York City, in London's Financial District,  in Chicago, and in San
Francisco.  We operate redundant data centers in the northeastern  United States
with additional data center hubs in London,  Amsterdam, Hong Kong and Tokyo. For
more information, please visit www.nyfix.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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