NT 10-Q 1 form12b-25.htm NOTIFICATION OF LATE FILING Notification of Late Filing
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
SEC FILE NUMBER: 0-21324
CUSIP NUMBER:  670712108

(Check One):     [   ] Form 10-K   [   ] Form 20-F  [   ] Form 11-K  [X] Form 10-Q  [   ] Form 10-D
        [   ] Form N-SAR       [   ] Form N-CSR

For Period Ended:     June 30, 2006

[   ] Transition Report on Form 10-K
[   ] Transition Report on Form 20-F
[   ] Transition Report on Form 11-K
[   ] Transition Report on Form 10-Q
[   ] Transition Report on Form N-SAR

For the Transition Report Ended:  ____________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
PART I REGISTRANT INFORMATION

NYFIX, Inc.
Full Name of Registrant
 
N/A
Former Name if Applicable
 
333 Ludlow Street
Address of Principal Executive Office (Street and Number)
 
Stamford, Connecticut 06902
City, State and Zip Code
 

 
PART II – RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) 
 
 
[X]
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without reasonable effort or expense;
 
 
[   ]
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
[   ]
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III – NARRATIVE

State below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
NYFIX, Inc. (the “Company”) was unable to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2006, due August 9, 2006 (the “Report”), because of the Company’s ongoing review of information relating to stock option grants and additional historic accounting issues which have surfaced as part of an internal review by management and the re-audit of financial statements for 2004 and 2003 by Friedman LLP, the independent registered public accounting firm appointed by the Company’s Audit Committee in November 2005.
 
As previously reported in the Company’s Current Reports on Form 8-K filed on May 1, 2006 and July 3, 2006, the additional accounting issues identified to date relate to prior investments in and acquisitions of affiliates and subsidiaries, derivative liabilities embedded within the Company’s $7.5 million convertible note issued in December 2004 and certain revenue recognition issues prior to 2005. The Company’s management, Audit Committee and Board expect to address accounting and other corrective action, if any, that the Company deems appropriate as the review proceeds.
 
The Company previously announced that, as a result of the review and re-audit described above, it would be delayed in filing its Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Reports on Form 10-Q for the periods ended June 30, 2005, September 30, 2005 and March 31, 2006. The Company will include restated prior period amounts in such delayed reports, to reflect additional charges related to stock option grants and to the additional accounting issues noted above.
 
Also as a result of such review and re-audit, the Company will be unable to file the Report within the five-day extension provided by Rule 12b-25. The Company expects to file the Report as soon as practicable following the resolution of the forgoing matters and the filing of the Company’s previously delayed reports as described above.
 
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PART IV – OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification
 
Brian Bellardo
(212) 809-3542
 
(Name)
(Area Code)(Telephone Number)
 

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify reports(s).
 
[   ] Yes    [X] No
 
The Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2005, its Quarterly Report on Form 10-Q for the period ended June 30, 2005, its Quarterly Report on Form 10-Q for the period ended September 30, 2005, or its Quarterly Report on Form 10-Q for the period ended March 31, 2006.
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
[X] Yes    [   ] No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
Prior to the completion of its review and the related re-audit and restatement with respect to prior periods noted in Part III above, the Company is unable to estimate with specificity the change, if any, in results of operations from the period ended June 30, 2005. However, the Company does expect to report losses for the full year 2005 and the first and second quarters of 2006 when it ultimately reports. The Company will provide detailed results after its review and evaluation of the issues noted above have been completed.
 
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NYFIX, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
By:
 /s/ Brian Bellardo
   
Name:  Brian Bellardo
Title:    Secretary

Dated:  August 14, 2006


ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 
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