-----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, B3grEBl+dC6MBO5jxflwAGTPty8dYAOS1n9T8fp0a0bwfXdcQo49mmtvb0ZJNILh tUs0s8NJqCEuSlwAwiZAjw== 0000950120-06-000312.txt : 20060614 0000950120-06-000312.hdr.sgml : 20060614 20060614161645 ACCESSION NUMBER: 0000950120-06-000312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060609 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 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: 06905028 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 form8-k.htm CURRENT REPORT Current Report
UNITED STATES
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):
June 9, 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))
 
 
 
Item 8.01. Other Events.

On June 9, 2006, NYFIX (the “Company”) was served as a nominal defendant in a purported shareholder derivative action entitled McLaughlin v. Castillo, et al. in the Superior Court for the State of Connecticut (the “Complaint”). The Complaint also names as defendants the Company’s Chairman Peter Kilbinger Hansen, its Chief Executive Officer Robert Gasser, its Chief Information Officer Lars Kragh, its former CFO Richard A. Castillo, and its Directors George O. Deehan, Lon Gorman, William C. Jennings, William J. Lynch, Richard Y. Roberts and Thomas C. Wajnert as defendants. The Complaint asserts a claim for breach of fiduciary duty against all the individual defendants and a claim for unjust enrichment against Messrs. Hansen, Castillo, Kragh and Gasser based on claimed backdating of stock option grants to the latter individuals between 2000 and 2003. The Company and the other defendants intend to defend the lawsuit vigorously.

The allegations in the Complaint are identical to those in Ritchie v. Castillo, et al., a complaint in the same Connecticut court served on the Company on June 1, 2006. The Company may be subject to other similar lawsuits from private plaintiffs concerning this subject area, and the Company may elect not to file reports on Form 8-K with respect to the existence of any such additional, similar lawsuits.
 
 
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.
 
 
By:
/s/ Brian Bellardo
   
Brian Bellardo
   
Secretary
 
Dated: June 14, 2006
 
 
3
 
 -----END PRIVACY-ENHANCED MESSAGE-----