-----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, Pe7gc/c1tnFSvFLSTkdAtqibs3vgGPBXmjOVxp53U3NpFDQYYLXD0zCbvDOAUsKP 9DAFIKQepWfK4zYIweE5HA== 0000921895-05-001560.txt : 20050916 0000921895-05-001560.hdr.sgml : 20050916 20050916171651 ACCESSION NUMBER: 0000921895-05-001560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050912 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 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: 051089614 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_09122005.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): September 12, 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 5.02.  Election of Directors
                ---------------------

        On September 15, 2005,  NYFIX,  Inc. (the "Company")  announced that its
        Board of  Directors  had  appointed  three  new  directors:  Richard  Y.
        Roberts,  Lon Gorman and  Robert  Gasser.  The  election  was  effective
        September 12, 2005, the date each new director accepted an offer to join
        the Board.

        Mr.  Roberts  is a partner  in the law firm of Thelen  Reid and  Priest,
        which has been  retained by the Company  during the past and the current
        fiscal  year.  The Company has paid Thelen Reid and Priest  $120,000 for
        legal  services in 2004 and $147,000 in 2005.  These fees did not exceed
        5% of such firm's total revenues in either year.

        The text of a press  release  issued  by the  Company  is  furnished  as
        Exhibit 99.1 and is incorporated herein by reference.

    Item 9.01.  Financial Statements and Exhibits.
                ---------------------------------

    (c)         Exhibits

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

               99.1            Press release of NYFIX,  Inc. dated September 15,
                               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
September 16, 2005

EX-99.1 2 ex991to8k01805_09122005.htm sec document

                                                                    EXHIBIT 99.1

                                                                           NYFIX


FOR IMMEDIATE RELEASE

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

          NYFIX, INC. APPOINTS THREE NEW MEMBERS TO BOARD OF DIRECTORS

STAMFORD,  CT,  SEPTEMBER 15, 2005:  NYFIX,  INC.  (NASDAQ:  NYFXE), A LEADER IN
TECHNOLOGY solutions for the financial marketplace, today announced that Richard
Y.  Roberts,  Lon Gorman and Robert  Gasser have joined the  Company's  board of
directors.

Richard Y.  Roberts is a partner  with Thelen  Reid & Priest LLP in  Washington,
D.C. From 1990 to 1995, Mr.  Roberts served as a Commissioner  of the Securities
and Exchange  Commission  and, in this capacity,  was actively  involved in, has
written about or has testified on a wide range of subjects affecting the capital
markets.  Since  leaving  the  SEC,  Mr.  Roberts  has  been  a  frequent  media
commentator  and  writer on  various  securities  public  policy  issues and has
assisted  the  governments  of  Romania  and  Ukraine  in the  development  of a
securities  market.  From 1987 to 1990,  he was the  chief of staff for  Senator
Richard Shelby.

Mr.  Roberts is a graduate  of Auburn  University  where he earned a Bachelor of
Science degree in Electrical  Engineering.  He received his Juris Doctorate from
the  University of Alabama  School of Law and his Master of Laws from The George
Washington  University Law Center. Mr. Roberts is a member of the Advisory Board
of the  International  Journal  of  Disclosure  and  Governance,  of  Securities
Regulation and Law Report, and of the Municipal Finance Journal. Mr. Roberts has
served as a member of the NASD's  District 10 Regional  Consultative  Committee,
Market Regulation Advisory Board, and Legal Advisory Board.

Lon Gorman is the retired Vice Chairman of The Charles  Schwab  Corporation  and
President of Schwab Institutional and Asset Management.  Mr. Gorman was a member
of the  Executive  Committee  of The Charles  Schwab  Corporation.  He served on
Schwab's  Global Risk Steering  Committee and was Chairman of Schwab's  Learning
and  Development  Committee.  Mr. Gorman joined Schwab in June 1996 following 16
years at Credit Suisse First Boston,  where he was Managing Director and head of
global equity  trading.  Prior to CSFB,  he was a partner at F.  Eberstadt & Co.
with responsibility for institutional sales and trading.

Mr.  Gorman  currently  serves on the board of  directors  of the  Nasdaq  Stock
Market,  Inc. He has also served as Vice  Chairman of the board of  directors of
the  Securities  Industry  Association  (SIA),  Co-Chairman  of the  SIA  Market
Structure  Committee,  and as a  member  of the SIA  Public  Trust &  Confidence
Committee  and the New  York  Stock  Exchange  and  NASDAQ  Quality  of  Markets
committees. Mr. Gorman was a featured speaker at numerous industry forums and an
outspoken  advocate for the interests of Schwab's clients on industry and market
structure issues. He attended Adelphi University.

Robert Gasser has served as Chief Executive  Officer of NYFIX  Millennium  since
2001 and President of NYFIX Transaction  Services and NYFIX Clearing Corporation
since  their  respective  formations  and  NASD  approvals  in  2002  and  2003,
respectively.  Mr. Gasser was formerly Head of US Equity  Trading for JP Morgan,
which  included the firm's  NASDAQ,  Listed,  Convertible,  and Program  Trading
businesses.  Mr.  Gasser  started  with JP Morgan in 1987 and held a variety  of
positions.  Also,  during his tenure at JP Morgan,  Mr. Gasser served on various
industry  committees,  including the NASDAQ Quality of Markets Committee and the
NYSE Upstairs Traders Advisory  Committee.  In addition,  he directed the firm's
investment in NYFIX Millennium and Archipelago,  where he served on the board of
managers from 1999 until 2001.  Mr. Gasser holds a Bachelor of Science degree in
Foreign Service from Georgetown University, School of Foreign Service.





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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