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

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 27, 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.)
 
 
100 Wall Street, 26th Floor, New York, New York  10005
(Address of principal executive offices)
 

Registrant’s telephone number, including area code:
646-525-3000
 
 
 
(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 an omission to Item 1.01 to the Current Report on Form 8-K of NYFIX, Inc. (the “Company”) filed on July 3, 2006 (the "Initial Filing"). Item 1.01 to the Initial Filing omitted information concerning the modification by the Board of Directors, on June 27, 2006, of the grant date and exercise price of certain stock options previously granted to Mark R. Hahn. As previously reported by the Company in its Current Report on Form 8-K filed February 1, 2006, effective January 31, 2006, Mr. Hahn relinquished his role as Chief Financial Officer of the Company by resignation and assumed the role of Senior Vice President - Finance, reporting to Steven R. Vigliotti, Chief Financial Officer of the Company, thus relinquishing his role as an executive officer of the Company effective January 31, 2006.

The other items and exhibits to the Initial Filing remain unchanged and are not restated herein.
 
Item 1.01.     Entry into a Material Definitive Agreement.

On June 27, 2006, the Board of Directors, with the approval of and on the recommendation of the Compensation Committee, approved the following changes to stock option grants to certain of the current named directors and officers, none of which grants have been exercised:

Brian Bellardo - raised the exercise price on a March 21, 2003 option grant of 25,000 shares to $6.20 from $4.02.

George Deehan - raised the exercise price on an October 23, 2001 option grant of 25,000 shares to $17.80 from $12.02 and on an August 16, 2002 option grant of 24,000 shares to $5.25 from $3.92.

Robert Gasser - raised the exercise price on a September 21, 2001 option grant of 325,000 shares to $14.04 from $12.80, declared null and void a modification to the vesting provision of 100,000 options of this grant that provided for vesting on September 26, 2001 (thus retaining only that portion of the vesting provision that conditioned vesting on the attainment of certain performance goals); voided an option grant of 25,000 shares made on October 23, 2001; and raised the exercise price on an August 16, 2002 option grant of 100,000 shares to $5.25 from $3.92.

Peter Hansen - raised the exercise price on an October 23, 2001 option grant of 112,500 shares to $17.80 from $12.02 and on an August 16, 2002 option grant of 100,000 shares to $5.25 from $3.92.

William Jennings - raised the exercise price on an April 29, 2003 option grant of 60,000 shares to $6.76 from $4.74.
 
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William Lynch - raised the exercise price on an October 23, 2001 option grant of 25,000 shares to $17.80 from $12.02 and on an August 16, 2002 option grant of 24,000 shares to $5.25 from $3.92.

Mark Hahn - determined the grant date on a September 16, 2002 option grant of 60,000 shares was August 23, 2002 and raised the exercise price to $5.32 from $4.22.

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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:  October 4, 2006
 
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