8-K

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): November 17, 2005

NYFIX, INC.
(Exact name of registrant as specified in its charter)
Delaware	0-21324	06-1344888
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 4.01.Changes in Registrant’s Certifying Accountant.

On November 18, 2005, NYFIX, Inc. (the “Company”) announced that on November 17, 2005 its Audit Committee had engaged Friedman LLP as the Company’s independent registered public accounting firm. Prior to this engagement, Friedman had not provided accounting or other services to the Company or any of its subsidiaries. The text of the press release issued by the Company is furnished as Exhibit 99.1.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On November 18, 2005, the Company announced that Peter K. Hansen had stepped down as President and Chief Executive Officer of the Company on November 17, 2005 and that the Board of Directors on November 17, 2005 had appointed Robert C. Gasser as President and Chief Executive Officer of the Company. Mr. Hansen remains Chairman of the Board of Directors and, aside from his change in position, his employment agreement with the Company is unchanged.

Mr. Gasser, 40, a member of the Board of Directors since September 2005, has served as Chief Executive Officer, NYFIX Millennium, the Company’s 80%-owned broker-dealer subsidiary, since October 2001. Mr. Gasser is also President of NYFIX Transaction Services, and as head of the Transaction Segment has been responsible for NYFIX Transaction Services since July 2002. In addition, Mr. Gasser is President of NYFIX Clearing Corporation, a position he has held since its formation and NASD approval in September 2003. From 1999 until 2001, Mr. Gasser was Head of United States 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.

Aside from his change of position, Mr. Gasser’s employment agreement with the Company remains unchanged. As previously reported, Mr. Gasser received a $50,000 cash bonus in July, 2005. Mr. Gasser does not have any family relationship with any director or executive officer of the Company.

On November 18, 2005, the Company announced that the Board of Directors had appointed Thomas Wajnert Lead Director. As Lead Director, Mr. Wajnert receives an annual retainer of $25,000.

The text of the press release issued by the Company is furnished as Exhibit 99.1.

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Item 9.01.			Financial Statements and Exhibits.
(c)	Exhibits
		Exhibit No.		Exhibits
		99.1		Press release of NYFIX, Inc. dated November 18, 2005.

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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

November 21, 2005

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EX-99.1

FOR IMMEDIATE RELEASE

Company Contact:

John Coleman

Jennifer Carberry

NYFIX, Inc.

(203) 425-8000 or

info@nyfix.com

www.nyfix.com

NYFIX APPOINTS NEW AUDITORS, ANNOUNCES MANAGEMENT APPOINTMENTS

STAMFORD, CT, November 18, 2005: NYFIX, Inc. (Pink Sheets: NYFX), NYFIX, Inc. a leader in technology solutions for the financial marketplace, announced today that its Audit Committee had appointed Friedman LLP as its new independent registered public accounting firm.  Friedman LLP, ranked 48th in Public Accounting Report’s list of “America’s 100 Largest Public Accounting Firms for 2005,” is a regional accounting firm with offices in New York and New Jersey. Friedman LLP is also a member of DFK International, an association of worldwide accounting firms that can provide on-site resources when expertise is needed in out-of-state or foreign locations.  

The Company is determined to become current in its periodic public financial reports and to reapply for listing on the Nasdaq National Market as expeditiously as possible. A number of accounting firms expressed an interest in a relationship with NYFIX and the Company and the Board of Directors are very pleased with the selection of Friedman LLP.

The Company also announced that going forward Mr. Peter K. Hansen has decided to focus on his role as Executive Chairman of the Company. “We operate in a fast moving, competitive environment. The Board and Management need to be collectively focused and sensitive to our strategy, position and timing in the market. With a major increase in our focus and time spent on middle and back-office functions as a result of the SEC inquiries regarding the Company and the advent of Sarbanes-Oxley requirements, we need to be careful not to lose sight of our primary objective of building growth and value for our shareholders, customers and employees. Separate from my Board duties I intend to bring my energy to support the revenue development side of the business,” Mr. Hansen said.

In conjunction with this change, the Company has named Robert C. Gasser, Chief Executive Officer of NYFIX, Inc. “We have consistently been increasing Bob’s responsibilities, both on the executive committee and in the business in general. Bob has shown great organizational skills and he brings strong administrative discipline to the table. Bob and I have already worked well together for several years and I expect a very successful CEO transition,” added Mr. Hansen. 

Mr. Gasser has been the CEO of NYFIX Millennium and President of NYFIX Transaction Services. The Company expects to announce appointments for the senior management positions for NYFIX Millennium and NYFIX Transaction Services as early as next week.

In addition, Thomas C. Wajnert, who has served on the Company’s Board of Directors since 2004 and is a member of the Audit, Compensation and Corporate Governance and Nominating Committees, has been appointed Lead Director. Mr. Wajnert is a Managing Director of Fairview Advisors, LLC, a merchant bank. Previously, Mr. Wajnert served as Chairman and CEO of AT&T Capital Corporation (NYSE). Mr. Wajnert serves on the boards of directors of Reynolds American, Inc. (NYSE) and JLG Industries, Inc. (NYSE)

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. All trademarks, trade names, logos, and service marks referenced herein belong to NYFIX, Inc.