-----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, MyEUxGsbhVFAjsiD+JcbL1BDU7oK15k8H/zB5dJeEU3If3lmBV+4i8p+4zEf8jhx NkK/FouZYD8Dob4fbCq8gA== 0000921895-99-000760.txt : 19991029 0000921895-99-000760.hdr.sgml : 19991029 ACCESSION NUMBER: 0000921895-99-000760 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINITECH SYSTEMS INC CENTRAL INDEX KEY: 0000099047 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 061344888 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12292 FILM NUMBER: 99736555 BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2034258000 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 27, 1999 NYFIX, INC - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-21324 - -------------------------------- ------------------------ -------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 333 Ludlow Street, Stamford, Connecticut 06902 - -------------------------------------------------------------------------------- Address of principal executive offices Registrant's telephone number, including area code: (203) 425-8000 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. On October 27, 1999, NYFIX, Inc. (the "Company") issued two press releases announcing, among other things, the formation of a subsidiary named NYFIX Millennium, L.L.C., which will start and operate an alternative trading system. The text of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release of the Registrant, dated October 27, 1999. 99.2 Press Release of the Registrant, dated October 27, 1999. -2- 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. Dated: October 28, 1999 By: /s/ Peter Hansen -------------------------------- Name: Peter Hansen Title: Chairman of the Board and President -3- EX-99.1 2 NEWS BRIEF Exhibit 99.1 NEWS BRIEF FOR IMMEDIATE RELEASE Contacts: Investors News Media Peter Kilbinger Hansen, President John Henderson Trinitech Systems, Inc. Rubenstein Associates Tel: (203) 425-8000 Tel: (212) 843-8054 NYFIX, INC. ANNOUNCES PLANS TO FILE BROKER-DEALER SUBSIDIARY COMPLYING WITH REGULATION ATS NYFIX APPOINTS NYFIX MILLENNIUM PRESIDENT AND ADDITIONAL BOARD MEMBERS STAMFORD, CT, October 27, 1999: NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) today announced the formation of NYFIX Millennium, L.L.C. ("NYFIX Millennium"), together with plans to file with the SEC a Broker-Dealer application with a separate notice to operate an ATS complying with Regulation ATS. In a separate announcement today, the Company said that an international group of six of the world's leading banks and brokerage firms, together with NYFIX, Inc., have provided funding for NYFIX Millennium. The firms, Deutsche Bank, ING Barings, Lehman Brothers, Morgan Stanley Dean Witter, Sanford C. Bernstein & Co., Inc. and Warburg Dillon Read, will be working with NYFIX on strategic issues, including formulating the ATS's order-handling capabilities. NYFIX Millennium's profits will be shared 80% by NYFIX, with 20% by the other L.L.C. members. Millennium will register as a Broker/Dealer and will operate as an ATS in compliance with SEC regulations. Each participant will be providing a member to join NYFIX Millenium's advisory board. NYFIX Millennium plans to generate transaction-oriented revenue by providing documented "Price- Improvement" executions through its ATS and "Intelligent Order-routing" functions. The new L.L.C. is currently completing development with formal launch slated during the second quarter of 2000. "We have been laying the groundwork for NYFIX Millennium by supplying the network infrastructure to financial institutions and exchanges for two years," stated Peter Kilbinger Hansen, NYFIX's President and Chief Executive Officer. In other news, the Company appointed Dean Stamos as President of NYFIX Millennium where he will direct the Millennium ATS project. Mr. Stamos comes to NYFIX Millennium with ten years of trading and management experience, most recently as Director of Execution Services at SG Cowen Securities. In that role, Mr. Stamos focused on management both in strategic and operating roles, overseeing all of that firm's execution services division including floor operations on the domestic regional equity and options exchanges. Prior to that, Mr. Stamos was Regional Manager of Herzog, Heine, Geduld, Inc., where he headed execution services for the Boston and San Francisco Exchanges. Mr. Stamos also served as Exchange Floor Manager for the Boston Stock Exchange for Cowen & Company and was a regional exchange specialist on the Boston Stock Exchange. Mr. Stamos has served on several industry committees, including the Transaction Auditing Group (TAG) Advisory Board, the Boston Stock Exchange Fee Committee and the SG Cowen Order Routing Committee. He has been a member in good standing of the Security Traders Association, the Boston Security Traders Association and the Security Traders Association of New York. The Company also announced the addition of Neal E. Sullivan to the NYFIX and NYFIX Millennium Boards of Directors. Mr. Sullivan is the managing partner of the Washington, D.C. office of the law firm Bingham Dana LLP which has a national practice in financial services industry regulation. Bingham Dana has an extensive financial services industry client base including banks, national brokerage firms and a regional stock exchange. Mr. Sullivan was formerly Executive Director and Chief Operating Officer of NASAA (North American Securities Administrators Association, Inc.) where he was responsible for the development and execution of national projects and policies on behalf of state and provincial securities regulators in the 50 US states, the Canadian provinces, and the Republic of Mexico. Prior to that, Mr. Sullivan served as Vice President, Listings and Government Regulation, for the Boston Stock Exchange where he was responsible for National Stock Exchange Listings Department. Mr. Sullivan earned a J.D. from Suffolk University Law School and a B.A. from Stonehill College. The NYFIX Millennium partners provided the funding for the project, which will build upon a fully operational and already profitable NYFIX Network infrastructure. With the majority of the infrastructure deployed and system development building on NYFIX's existing network and applications, the Company believes it is well positioned to provide a solution to the increasingly fragmented equity markets without requiring a large capital commitment. NYFIX, in an announcement last month, said that it had completed the private sale of 125,000 shares of common stock to finance a joint venture investment. The shares were purchased by Sawtooth Capital Management, a Los Angeles, California investment management company and the proceeds will be used for NYFIX's investment in NYFIX Millennium. "NYFIX has a defendable franchise and innovative products which are ahead of the curve and will bring forth dramatic opportunities for the equity markets," commented Bart Blout, President and Portfolio Manager at Sawtooth. NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) develops and markets advanced electronic trading systems to brokerage firms, international banks and global exchanges trading in equities, futures & options, and currencies. The Company's NYFIX Network, a combined FIX and Exchange Access Network, enables users to electronically communicate trade data among the buy-side, sell-side, and exchange floor environments. NYFIX is the financial community's fastest-growing intranet, with more than 400 high-speed intranet circuits and 800 alternative routes, NYFIX processes more than 100 million shares of equity order flow on a daily basis. The Company's goal is to become the leading provider of real-time electronic trade entry and routing systems to the global financial services industry. NYFIX is headquartered in Stamford, Connecticut and maintains operations in New York, Chicago and London. NYFIX Millennium L.L.C., a subsidiary of NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) is registering as a Broker/Dealer and plans to operate in compliance with Regulation ATS. NYFIX Millennium is an "Integrated ATS, Exchange Access and Intelligent 'Best Execution' Order-Routing System" designed to provide the financial community with "Best- Execution." NYFIX Millennium is built upon NYFIX's proprietary "Super FIX Engine" technology and existing NYFIX network infrastructure. NYFIX Millennium is a Hybrid Market System leveraging new regulation and technology with the power of the traditional markets. 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. EX-99.2 3 NEWS BRIEF Exhibit 99.2 NEWS BRIEF FOR IMMEDIATE RELEASE Contacts: Investors News Media Peter Kilbinger Hansen, President John Henderson Trinitech Systems, Inc. Rubenstein Associates Tel: (203) 425-8000 Tel: (212) 843-8054 INTERNATIONAL BANKS AND BROKERAGE FIRMS TO START NEW ALTERNATIVE TRADING SYSTEM (ATS) TOGETHER WITH NYFIX, THE INDUSTRY'S FASTEST GROWING NETWORK FOR ELECTRONIC TRADING --------- NYFIX, INC. ANNOUNCES NYFIX MILLENNIUM L.L.C., A HYBRID INTEGRATED "ATS," EXCHANGE ACCESS AND INTELLIGENT "BEST EXECUTION" ORDER ROUTING COMPANY --------- STAMFORD, CT, October 27, 1999: NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) today, after an extended planning period, announced the formation of a limited liability company together with an international group of six of the world's leading banks and brokerage firms to start an Alternative Trading System (ATS), leveraging NYFIX, what the Company believes to be the financial industry's fastest growing network for electronic order routing. The new ATS, NYFIX Millennium L.L.C., is funded by NYFIX, Inc., Deutsche Bank, ING Barings, Lehman Brothers, Morgan Stanley Dean Witter, Sanford C. Bernstein & Co., Inc. and Warburg Dillon Read with one additional partner expected to join shortly. In addition to providing NYFIX Millennium with working capital, consortium members will be collaborating with NYFIX on strategic issues, including formulating the ATS's order-handling capabilities. "As market participants and regulators are commencing discussions on the need for the unification of the ECN and National Markets due to rapidly developing fragmentation, we have been intensively working on a Hybrid Market System to address this issue for some time," commented Peter Kilbinger Hansen, NYFIX's President and Chief Executive Officer. "Today's equity market structure is comprised of an increasing number of separate liquidity pools. The time-sensitive nature of order-entry and the reality that each liquidity pool must be accessed independently forces brokers to route an order to one destination, when in fact sometimes the 'best available execution' can be found elsewhere. The issue of fragmentation is still evolving and the industry's focus on what is the principal dilemma facing a unified market will continue to shift. While profit motives and politics pose serious obstacles, the more critical issue is the technological reality of creating a true unified market. Regulators have recently highlighted their resolve to have ECNs display their best priced orders in the 'public quote stream.' On the surface, this seems like an answer, but it won't solve the 'best execution' problem and may even frustrate it. Displaying information is one thing, the ability to 'interact with it' is a completely different and much more technologically complex matter. We believe NYFIX Millennium's intelligent order routing functions address this problem," added Mr. Hansen. "Not only are we dealing with very different technology platforms, but most of the ECNs and the primary market also differ in their execution 'concepts,' ranging from 'time-delayed matching cycles of anonymous limit orders to regular market orders," Mr. Hansen said. NYFIX Millennium is an "Integrated ATS, Exchange Access and Intelligent 'Best Execution' Order- Routing System." The Company is integrating some very unique ATS (ECN) execution capabilities into the NYFIX order-routing network enabling Millennium to be the first ATS (ECN) to provide real-time integration with the underlying liquidity of the traditional primary markets. In addition, statistical data and intelligence have been added to the NYFIX Network to automatically optimize on "Best-Execution" order delivery within the National Market System and Third Markets. "While of interest to institutional brokerage customers, we believe this function will be particularly valuable to traditional retail and online brokers seeking an easy, instant way to 'deliver' and 'document' that they have provided their customers with instant 'Best-Execution," said Dean Stamos, President of NYFIX Millennium. "NYFIX currently has circuits into other ECNs and will offer inter-linkage where there is an acceptance of our 'Best-Execution' model, incorporating the National Market System. Our policy is to provide the customer with the 'Best Execution' available, which means the National Market System takes the order if that is where it belongs," added Mr. Stamos. "In summary, with NYFIX Millennium we are leveraging our technological leadership in advanced electronic order-routing infrastructure to contribute to the achievement of a unified National Market System (NMS). We are committed to continuing to provide leading technology supporting improved efficiency of the established market, today and in the future. The addition of our Broker/Dealer ATS and Intelligent Order-Routing component will further enhance market liquidity and help smooth out market inefficiencies," stated Mr. Hansen. The Company is introducing NYFIX Millennium at the two year anniversary of the launch of NYFIX. During this period, NYFIX has deployed more than 400 secure, high-speed frame-relay intranet circuits with 800 back-up routes, connecting the industry for trade communication through the FIX Protocol. Volumes have quickly reached 100-200 million shares a day and the Company sees that number continuing to expand rapidly. The Company also announced plans to proceed with the rollout of its EuroFIX Data-Centers and Network. "The expansion of our NYFIX network and data center model to the European marketplace will significantly widen the scope of our connectivity options, enabling our customers to communicate trade data on a global scale. We are planning to leverage our technology to provide international links as part of a broad global strategy," said Mr. Hansen. "The ability to supply global FIX connectivity and exchange access is a distinct advantage, enabling us to broaden our strategy and possibly offer NYFIX Millennium on an international scale in the future," Mr. Hansen added. NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) develops and markets advanced electronic trading systems to brokerage firms, international banks and global exchanges trading in equities, futures & options, and currencies. The Company's NYFIX Network, a combined FIX and Exchange Access Network, enables users to electronically communicate trade data among the buy-side, sell-side, and exchange floor environments. NYFIX is the financial community's fastest-growing intranet, with more than 400 high-speed intranet circuits and 800 alternative routes, NYFIX processes more than 100 million shares of equity order flow on a daily basis. The Company's goal is to become the leading provider of real-time electronic trade entry and routing systems to the global financial services industry. NYFIX is headquartered in Stamford, Connecticut and maintains operations in New York, Chicago and London. NYFIX Millennium L.L.C., a subsidiary of NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) is registering as a Broker/Dealer and plans to operate in compliance with Regulation ATS. NYFIX Millennium is an "Integrated ATS, Exchange Access and Intelligent 'Best Execution' Order-Routing System" designed to provide the financial community with "Best- Execution." NYFIX Millennium is built upon NYFIX's proprietary "Super FIX Engine" technology and existing NYFIX network infrastructure. NYFIX Millennium is a Hybrid Market System leveraging new regulation and technology with the power of the traditional markets. 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. -----END PRIVACY-ENHANCED MESSAGE-----