-----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, CxGPY8itaMGBt+PNwAwrHMrYRR0CUwtIXFRDXY0c5jtbQ9P1FB8/5jlEBj45EufV GqfzWduMrwDT1McZLnDs6w== 0000921895-05-000427.txt : 20050401 0000921895-05-000427.hdr.sgml : 20050401 20050401160408 ACCESSION NUMBER: 0000921895-05-000427 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 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: 05725529 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_03302005.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 30, 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 30, 2005, NYFIX, Inc. (the "Company")  announced that it will delay the
filing of its 2004 Annual  Report on Form 10-K for the year ended  December  31,
2004 currently due March 31, 2005. The Company also announced that it will delay
filing  its   Management   Report  on  Internal   Control  as  required  by  the
Sarbanes-Oxley  Act of 2002. The Company had  anticipated  filing its Management
Report on Internal  Control by the extended  filing  deadline of April 30, 2005.
However, due to the delay in the filing of its Form 10-K, it no longer qualifies
for the automatic forty-five day extension. The text of the press release issued
by the  Company is  furnished  as  Exhibit  99.1 and is  incorporated  herein by
reference.

As previously  announced,  the Company expects to restate its audited  financial
statements  for the years ended  December 31, 2003 and 2002 included in its 2004
Annual  Report on Form 10-K and is  evaluating  whether it needs to restate  its
unaudited results for each of the first three quarters of 2004.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.


(c)  Exhibits

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

     99.1           Press release of NYFIX, Inc. dated March 30, 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/ Mark R. Hahn
                                              ------------------------------
                                              Mark R. Hahn
                                              Chief Financial Officer
March 30, 2005

EX-99 2 ex991to8k01805_03302005.htm EX-99.1 sec document
                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

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

   NYFIX TO DELAY FILING OF ITS 2004 ANNUAL REPORT ON FORM 10-K AND MANAGEMENT
                           REPORT ON INTERNAL CONTROL

STAMFORD, CT, MARCH 30, 2005: NYFIX, INC. (NASDAQ: NYFX), A LEADER IN TECHNOLOGY
SOLUTIONS for the financial marketplace,  today announced that it will delay the
filing of its 2004 Annual  Report on Form 10-K for the year ended  December  31,
2004  currently  due March  31,  2005.  The  delay is a result of the  Company's
previously  announced  discussions  with the Securities and Exchange  Commission
regarding its accounting for previously issued stock options.  As a result,  the
Company also announced that it will delay the filing of its Management Report on
Internal Control as required by the  Sarbanes-Oxley Act of 2002. The Company had
anticipated  filing its  Management  Report on Internal  Control by the extended
filing  deadline of April 30, 2005.  However,  due to the delay in the filing of
its  Form  10-K,  it no  longer  qualifies  for  the  automatic  forty-five  day
extension.

As previously  announced,  the Company expects to restate its audited  financial
statements  for the years ended  December 31, 2003 and 2002 included in its 2004
Annual  Report on Form 10-K and is  evaluating  whether it needs to restate  its
unaudited  results for each of the first three  quarters of 2004. The Company is
also reviewing the impact of such accounting changes on the Company's historical
accounting  of its deferred tax assets.  Inasmuch as the  adjustments  primarily
relate to non-cash items, the resulting restatement will have no material effect
on the Company's current cash position or cash flows from operations.

The Company  intends to  exercise  its best  efforts to resolve the  outstanding
items and file its 2004 Annual Report on Form 10-K and its Management  Report on
Internal Control as soon as possible.

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 and 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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