-----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, AMYMdNx+v21UusdueCW2A4n2tM/YAr7ghOstipKocE933qIUesBYBbZvpc/J9DgJ OhKi8/DSUgxQW+YyDjqfSQ== 0000921895-99-000794.txt : 19991104 0000921895-99-000794.hdr.sgml : 19991104 ACCESSION NUMBER: 0000921895-99-000794 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991103 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-A12B/A SEC ACT: SEC FILE NUMBER: 001-12292 FILM NUMBER: 99740332 BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2034258000 8-A12B/A 1 FORM 8-A12B/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NYFIX, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) New York 06-1344888 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. employer identification no.) of incorporation or organization) 333 Ludlow Street, Stamford, Connecticut 06902 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. / / Securities Act registration statement file number to which this form relates: Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of Each Exchange on Which Each to be so registered Class is to be Registered ------------------- ----------------------------------- Preference Share Purchase Rights American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: (Title of Class) Item 1. Description of Securities To Be Registered. Item 1 is hereby amended by adding the following paragraph: On October 25, 1999, NYFIX, Inc. (formerly known as Trinitech Systems, Inc.) (the "Company") entered into an amendment (the "First Amendment") to the Rights Agreement (the "Rights Agreement"), dated as of September 1, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). The First Amendment, entered into by and between the Company and the Rights Agent, amends the Rights Agreement to change the name of the Company, where it appears in the Rights Agreement, to reflect the Company's new name, NYFIX, Inc. The First Amendment is attached hereto as Exhibit 3 and incorporated herein by reference. Item 2. Exhibits. Item 2 is hereby amended by adding a new Exhibit 3 as follows: 3. First Amendment to Rights Agreement, dated as of October 25, 1999, between Trinitech Systems, Inc. and ChaseMellon Shareholder Services, L.L.C. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: October 28, 1999 NYFIX, INC. By: /s/ Peter Kilbinger Hansen -------------------------- Name: Peter Kilbinger Hamsen Title: President -3- EXHIBIT LIST 3. First Amendment to Rights Agreement, dated as of October 25, 1999, between Trinitech Systems, Inc. and Chase Mellon Shareholder Services, L.L.C. EX-3 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment, dated as of October 25, 1999, amends the Rights Agreement dated as of September 1, 1997, between Trinitech Systems, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined. W I T N E S S E T H ------------------- WHEREAS, on September 1, 1997, the Board of Directors of the Company authorized the issuance of Rights to purchase, on the terms and subject to the provisions of the Rights Agreement, one one-hundredth of a Preference Share; and WHEREAS, the Board of Directors of the Company authorized and declared a dividend distribution of one Right for every share of Common Stock of the Company outstanding on September 19, 1997 and authorized the issuance of one Right (subject to certain adjustments) for each share of Common Stock of the Company issued between the Record Date and the Distribution Date; and WHEREAS, the Company has obtained the requisite approval of the Company's Board of Directors and shareholders in order to change the Company's name to NYFIX, Inc.; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors now unanimously desires to amend certain provisions of the Rights Agreement; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: i. The entire Rights Agreement is amended by deleting the name "Trinitech Systems, Inc." in all the places it appears, including but not limited to Exhibits A, B and C to the Rights Agreement, and substituting in lieu thereof the name "NYFIX, Inc." ii. Each reference in the Rights Agreement to "this Agreement," and each use in the Rights Agreement of terms such as "herein," "hereof" and "hereunder," shall mean and be a reference to the Rights Agreement as amended hereby. iii. Except as specifically provided in this Amendment, the Rights Agreement shall remain in full force and effect and shall in no way be amended, modified or affected. iv. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. -1- IN WITNESS WHEREOF, this Amendment has been signed to be effective as of the close of business on this 25th day of October, 1999 by authorized representatives of each of the Company and the Rights Agent. TRINITECH SYSTEMS, INC. By: /s/ Peter Kilbinger Hansen -------------------------- Peter Kilbinger Hansen President CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Lenore LeConche ------------------- Lenore LeConche Assistant Vice President -2- -----END PRIVACY-ENHANCED MESSAGE-----