-----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, IgrAv39z2V9cb6tkEVV33+y5GJ9/52zn0L0eI6Q1vFRXj6eyr7QJDsvsuujph0Qi AFBve70U57tnl0axnB1q8g== 0000950120-06-000120.txt : 20060227 0000950120-06-000120.hdr.sgml : 20060227 20060227124423 ACCESSION NUMBER: 0000950120-06-000120 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060216 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21324 FILM NUMBER: 06645576 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/A 1 form8-ka.htm AMENDMENT NO. 1 TO FORM 8-K Amendment No. 1 to Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of Report (Date of earliest event reported):
February 16, 2006

 
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):

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A is filed solely to correct the disclosure set forth in the first paragraph of Item 1.01 to the Current Report on Form 8-K of NYFIX, Inc. (the “Company”) filed on February 24, 2006 (the "Initial Filing"). Item 1.01 to the Initial Filing inadvertently understated the amount of the cash bonus for Mr. Gasser approved by the Board of Directors of the Company on February 16, 2006. The other items and exhibits to the Initial Filing remain unchanged and are not amended hereby.
 
Item 1.01.   Entry into a Material Definitive Agreement.
 
On February 16, 2006, the Board of Directors of NYFIX, Inc. (the “Company”) approved, on the recommendation of the Compensation Committee of the Board, a cash bonus for Robert C. Gasser, President and CEO of the Company, of $250,000.

On February 23, 2006, the Company executed Amendment No. 1 to the Executive Agreement dated January 1, 2005 with Jay D. Shaffer, Executive Vice President - Administration (the “Amended Shaffer Agreement”). The Amended Shaffer Agreement has a term until June 30, 2006. The Company or Mr. Shaffer may terminate the Amended Shaffer Agreement as set forth in that agreement. Mr. Shaffer will receive a severance equal to three months of his base salary if the agreement expires by its terms on June 30, 2006. If the Company terminates Mr. Shaffer’s employment without Cause or Mr. Shaffer terminates his employment With Good Reason (both as defined in the Amended Shaffer Agreement), Mr. Shaffer will receive as severance his base salary through June 30, 2006 plus an amount equal to 3 months of his base salary. Mr. Shaffer will also receive continuation of medical and dental benefits paid by the Company for up to three months after termination, and in certain circumstances for a longer period of time, all as set forth in the Amended Shaffer Agreement. The Amended Shaffer Agreement is attached hereto and incorporated herein as Exhibit 10.1.

On February 23, 2006, the Company executed a Severance Agreement and General Release. effective February 17, 2006, with Keith R. Jamaitis (the “Jamaitis Agreement”), a former executive officer of the Company who left the Company effective December 31, 2005. Pursuant to the Jamaitis Agreement, the Company is paying Mr. Jamaitis severance pay equal to 32 weeks of his base salary and is paying for 32 weeks of continued medical and dental coverage for Mr. Jamaitis and his family. The Jamaitis Agreement includes certain non-compete and non-solicitation obligations on the part of Mr. Jamaitis and mutual general releases provided by the Company and Mr. Jamaitis, all as set forth in the Jamatis Agreement. The Jamaitis Agreement is attached hereto and incorporated herein as Exhibit 10.2.

 
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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
   
Name:  Brian Bellardo
Title:    Secretary

Dated:  February 27, 2006
 
 
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