-----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, Vsv+xiSfrzfFJnBIUTKtQlDd5u/Uov/cSbPlN5+YSEdeggi9uY2thS9B+ra87TbN TBc5X+VB6LOkgDcS/XLQ0w== 0000950123-09-069917.txt : 20091210 0000950123-09-069917.hdr.sgml : 20091210 20091210172154 ACCESSION NUMBER: 0000950123-09-069917 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091210 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-88983 FILM NUMBER: 091234486 BUSINESS ADDRESS: STREET 1: 100 WALL STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-809-3542 MAIL ADDRESS: STREET 1: 100 WALL STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 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 POS AM 1 y80975lposam.htm POS AM posam
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
 
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
NYFIX, INC.
(Exact Name of Registrant as Specified in Charter)
     
Delaware   06-1344888
(State or Other Jurisdiction of   (IRS Employer Identification No.)
Incorporation)    
     
100 Wall Street    
New York, New York   10005
(Address of Principal Executive Offices)   (Zip Code)
Janet M. Kissane
NYFIX, Inc.
100 Wall Street
New York, NY 10005

(Name and Address of Agent for Service)
(646) 525-3000
(Telephone Number, Including Area Code, of Agent for Service)
 
Approximate date of commencement of proposed sale to public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o
 
 

 


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SIGNATURES


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EXPLANATORY NOTE
          This Post-Effective Amendment No. 2 (“Post-Effective Amendment”), filed by NYFIX, Inc., a Delaware corporation (the “Registrant”), removes from registration all shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), registered under the Registration Statement on Form S-3 (File Number 333-88983) filed by the Registrant on October 14, 1999, as amended (the “Registration Statement”) with the Securities and Exchange Commission pertaining to the registration of 125,000 shares of Common Stock.
          On November 30, 2009, CBR Acquisition Corp., a Delaware corporation and wholly owned subsidiary of NYSE Technologies, Inc., merged with and into the Registrant (the “Merger”) pursuant to an Agreement and Plan of Merger dated as of August 26, 2009 by and among the Registrant, NYSE Technologies, Inc. and CBR Acquisition Corp., with the Registrant continuing as the surviving corporation. As a result of the Merger, the Registrant became a wholly owned subsidiary of NYSE Technologies, Inc.
          As a result of the Merger, the Registrant has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement. The Registrant is therefore filing this Post-Effective Amendment to remove from registration all shares of Common Stock registered under the Registration Statement that remain available for issuance and sale thereunder.

 


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 10, 2009.
         
  NYFIX, INC.
 
 
  By:   /s/ Janet M. Kissane    
    Name:   Janet M. Kissane   
    Title:   Vice President and Secretary   
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ Lawrence E. Leibowitz
 
Lawrence E. Leibowitz
  President and Director 
(Principal Executive Officer)
  December 10, 2009
 
       
/s/ Janet M. Kissane
 
Janet M. Kissane
  Vice President, Secretary and Director    December 10, 2009
 
       
/s/ Courtney Leimkuhler
 
Courtney Leimkuhler
  Director    December 10, 2009

 

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