-----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, Ubz0it10wzeJY/bSmH7JGU2PBhI1iw6ArcDmvLodH4KQJw9t14NewZNfsKJUl4BI 3adnqv4SkLMdIIG0xsEyrg== 0001104659-09-068003.txt : 20091201 0001104659-09-068003.hdr.sgml : 20091201 20091201164153 ACCESSION NUMBER: 0001104659-09-068003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091201 DATE AS OF CHANGE: 20091201 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS IX, LLC GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47509 FILM NUMBER: 091215216 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 IRS NUMBER: 202976029 FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a09-34531_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934*
(Amendment No. 9)

 

NYFIX, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

670712108

(CUSIP Number)

 

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY  10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

With a copy to:

 

Steven J. Gartner, Esq.

Robert T. Langdon, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

 

November 30, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. – 670712108

 

 

1

Name of Reporting Persons
Warburg Pincus Private Equity IX, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

2



 

CUSIP No. - 670712108

 

 

1

Name of Reporting Persons
Warburg Pincus IX, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

3



 

CUSIP No. - 670712108

 

 

1

Name of Reporting Persons
Warburg Pincus Partners, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

4



 

CUSIP No. - 670712108

 

 

1

Name of Reporting Persons
Warburg Pincus LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
OO

 

5



 

CUSIP No. - 670712108

 

 

1

Name of Reporting Persons
Warburg Pincus & Co.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
PN

 

6



 

CUSIP No. - 670712108

 

 

1

Name of Reporting Persons
Charles R. Kaye

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
IN

 

7



 

CUSIP No. - 670712108

 

 

1

Name of Reporting Persons
Joseph P. Landy

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
-0-

 

8

Shared Voting Power
-0-

 

9

Sole Dispositive Power
-0-

 

10

Shared Dispositive Power
-0-

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0%

 

 

14

Type of Reporting Person
IN

 

8


 


 

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) is being filed with respect to the common stock, par value $0.001 per share (the “Common Stock”), of NYFIX, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on October 19, 2006 (as amended by Amendment No. 1 thereto filed on May 10, 2007, Amendment No. 2 thereto filed on July 3, 2007, Amendment No. 3 thereto filed on January 4, 2008, Amendment No. 4 thereto filed on March 17, 2008, Amendment No. 5 thereto filed on July 2, 2008, Amendment No. 6 thereto filed on January 5, 2009, Amendment No. 7 thereto filed on July 1, 2009, Amendment No. 8 thereto filed on August 27, 2009, and this Amendment No. 9, the “Schedule 13D”).  Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13D.

 

Item 4.  Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended to add the following at the end of the discussion:

 

On November 30, 2009, pursuant to the terms of the Merger Agreement (as defined in Amendment No. 8 to the Schedule 13D) and upon satisfaction of the conditions set forth therein, Merger Sub (as defined in Amendment No. 8 to the Schedule 13D) was merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Buyer (as defined in Amendment No. 8 to the Schedule 13D). At the Effective Time (as defined in the Merger Agreement) on November 30, 2009, by virtue of the Merger, all shares of Common Stock and Series B Preferred Stock (as defined in the original Schedule 13D) and the Warrant (as defined in the original Schedule 13D) owned by WP IX (as defined in Amendment No. 8 to the Schedule 13D) were cancelled in exchange for the right to receive the applicable merger consideration for such Common Stock, Series B Preferred Stock and Warrant as set forth in the Merger Agreement.  As a result, the Reporting Persons no longer beneficially own any shares of Common Stock, Series B Preferred Stock, or a Warrant to purchase Common Stock.

 

Item 5.  Interest in Securities of the Issuer

 

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)           As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock, Series B Preferred Stock, or the Warrant.

 

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(b)           As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock, Series B Preferred Stock or the Warrant.  As such, the Reporting Persons no longer have any voting or dispositive power over any Common Stock, Series B Preferred Stock or the Warrant.

 

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

9



 

(c)           Except for the transactions described herein, during the last sixty (60) days, there were no transactions in the Common Stock, Series B Preferred Stock or the Warrant to purchase Common Stock effected by the Reporting Persons.

 

Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(e)           As a result of the consummation of the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Stock.

 

[Remainder of page intentionally left blank]

 

10



 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 1, 2009

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

 

 

 

By:  Warburg Pincus IX, LLC, its General Partner,

 

By: Warburg Pincus Partners, LLC, its Sole Member,

 

By: Warburg Pincus & Co., its Managing

 

Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Scott A. Arenare

 

 

Title:  Partner

 

 

 

 

 

WARBURG PINCUS IX, LLC

 

 

 

By:  Warburg Pincus Partners, LLC, its Sole

 

Member,

 

By:  Warburg Pincus & Co., its Managing

 

Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Scott A. Arenare

 

 

Title:  Partner

 

 

 

 

 

WARBURG PINCUS PARTNERS, LLC

 

 

 

By:  Warburg Pincus & Co., its Managing Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Scott A. Arenare

 

 

Title:  Partner

 

 

 

 

 

WARBURG PINCUS LLC

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Scott A. Arenare

 

 

Title:  Managing Director

 

11



 

 

WARBURG PINCUS & CO.

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Scott A. Arenare

 

 

Title:  Partner

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Charles R. Kaye

 

 

  By:  Scott A. Arenare, Attorney-in-Fact*

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name:  Joseph P. Landy

 

 

  By:  Scott A. Arenare, Attorney-in-Fact**

 

*  Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

**  Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

12


 

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