-----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, TimPaU+Tfvc3hwcbGgrTu11n38kqZya3wRpkloNAZiMPptAvAhzN5g4XgnDO3iq+ JgLDKYmNmjwF2nV8bEHurQ== 0000921895-05-000348.txt : 20050317 0000921895-05-000348.hdr.sgml : 20050317 20050317145026 ACCESSION NUMBER: 0000921895-05-000348 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050317 DATE AS OF CHANGE: 20050317 EFFECTIVENESS DATE: 20050317 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 05688504 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 NT 10-K 1 formnt10k01805_12312004.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(Check   [X] Form 10-K     [  ] Form 20-F    [  ] Form 11-K     [ ] Form 10-Q
One):    [ ] Form N-SAR    [  ] Form N-CSR

For Period Ended:            December 31, 2004
                 ---------------------------------------------------------------

[ ]  Transition Report on Form 10-K       [  ] Transition Report on Form 10-Q
[ ]  Transition Report on Form 20-F       [  ] Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K

For the Transition Period Ended:
                                ------------------------------------------------

- --------------------------------------------------------------------------------
  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

  NOTHING  IN THIS FORM SHALL BE  CONSTRUED  TO IMPLY  THAT THE  COMMISSION  HAS
  VERIFIED ANY INFORMATION CONTAINED HEREIN.
- --------------------------------------------------------------------------------

            If the  notification  relates  to a portion  of the  filing  checked
above, identify the item(s) to which the notification relates:__________________
________________________________________________________________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant                    NYFIX, INC.
                       ---------------------------------------------------------

Former name if applicable
                         -------------------------------------------------------

                                333 LUDLOW STREET
- --------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)

City, state and zip code         STAMFORD, CONNECTICUT 06902
                        --------------------------------------------------------

                                     PART II
                             RULE 12B-25(B) AND (C)

            If the subject report could not be filed without unreasonable effort
or expense and the  registrant  seeks  relief  pursuant to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

            (a) The reasons  described in reasonable  detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

[X]         (b) The subject annual report, semi-annual report, transition report
            on Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will be
            filed on or before the 15th calendar day  following  the  prescribed
            due date; or the subject  quarterly  report or transition  report on
            Form 10-QSB, or portion thereof will be filed on or before the fifth
            calendar day following the prescribed due date; and

            (c) The  accountant's  statement or other  exhibit  required by Rule
            12b-25(c) has been attached if applicable.







                                    PART III
                                    NARRATIVE

            State below in  reasonable  detail the reasons why Form 10-K,  20-F,
11-K, 10-Q,  N-SAR,  N-CSR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)

            The annual report on Form 10-K of NYFIX,  Inc. (the  "Company")  for
the period ended  December 31, 2004 could not be filed with the  Securities  and
Exchange Commission on a timely basis without  unreasonable effort or expense in
light of the circumstances described below.

            Following  discussions between the Company's Audit Committee and its
independent  registered  public  accounting  firm,  Deloitte & Touche  LLP,  the
Company  concluded on February 28, 2005,  that a restatement of prior  financial
results is required.  The Company is reviewing its  accounting for stock options
in connection with a previously disclosed stock option inquiry by the Securities
and Exchange  Commission  and has concluded  that it  incorrectly  accounted for
certain previously issued stock option grants.

            In addition,  the Company has determined that the non-cash valuation
allowance  for  deferred  tax  assets  established  at  September  30,  2004 was
overstated by  approximately  $3.0 million,  which had the effect of overstating
the net loss reported for the three and nine months ended  September 30, 2004 by
this  amount.  This  was  primarily  a result  of the  existence  of  previously
unrecorded  deferred  tax  liabilities  related to the  Company's  2002 and 2004
acquisitions  of  Javelin   Technologies,   Inc.  and  EuroLink  Network,   Inc,
respectively.  The Company has not yet  determined  the full extent of the stock
option adjustments that will be necessary, but anticipates that any deferred tax
asset resulting  therefrom will significantly  offset the previously  unrecorded
deferred tax liabilities noted above.


                                     PART IV
                                OTHER INFORMATION

            (1) Name and telephone number of person to contact in regard to this
notification

           MARK R. HAHN                  (203)                  425-8000
- --------------------------------------------------------------------------------
               (Name)                (Area Code)            (Telephone number)

            (2) Have all other  periodic  reports  required  under Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
Company Act of 1940 during the  preceding 12 months or for such  shorter  period
that the  registrant  was  required to file such  report(s)  been filed?  If the
answer is no, identify report(s).
                                                                [X] Yes  [  ] No

            (3) Is it  anticipated  that any  significant  change in  results of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?
                                                                [X] Yes  [  ] No

            If so:  attach  an  explanation  of  the  anticipated  change,  both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

            Prior to a determination  of the necessary  corrections as described
in  response to Part III,  above,  a number of which may involve the fiscal year
ended  December  31,  2003,  the Company is unable to  reasonably  estimate  the
significant  change,  if any, in results of operations for the fiscal year ended
December 31, 2003.

                                   NYFIX, INC.
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date March 17, 2005                           /s/ Mark R. Hahn
     ---------------                          ---------------------------------
                                              Name:  Mark R. Hahn
                                              Title: Chief Financial Officer








            INSTRUCTION.  The form may be signed by an executive  officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                    ATTENTION

            Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations. (See 18 U.S.C. 1001).

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