-----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, Vduot2/FN3KDgsEHPfqcwaLY4+4AUtmDAzOU7t4WVsLmDx6JvDc84IwnEhpmNBOr v7cP93E33sLS7iVTt8zBsg== 0001181431-08-008351.txt : 20080207 0001181431-08-008351.hdr.sgml : 20080207 20080207150609 ACCESSION NUMBER: 0001181431-08-008351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080206 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 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: 08584892 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 8-K 1 rrd194309.htm NON-EMPLOYEE COMPENSATION PROGRAM Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  02/06/2008
 
NYFIX, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-21324
 
Delaware
  
06-1344888
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
100 Wall Street
New York, NY 10005
(Address of principal executive offices, including zip code)
 
(646) 525-3000
(Registrant’s telephone number, including area code)
 
(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:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   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 February 6, 2008, the NYFIX, Inc. Board of Directors approved an annual non-employee director compensation program that provides for both cash and equity compensation. The annual cash compensation program consists of the following elements:

Annual Board member retainer - $25,000

Annual retainer for Chairman - $150,000
Annual retainer for Lead Director - $25,000
Annual retainer for Audit Committee Chairman - $15,000
Annual retainer for Compensation Committee Chairman - $10,000
Annual retainer for Corporate Governance and Nominating Committee Chairman - $5,000
Board meeting fee - $1,500
Committee meeting fee - $1,500

The annual equity compensation program provides for a stock option g rant covering such number of shares of common stock as would have an approximate Black-Scholes fair value of $30,000 (based on the Black-Scholes fair value determined on the date prior to grant) and a stock unit (RSU) award grant covering such number of shares of common stock as would have a value (based on the fair market value of the common stock on the date prior to grant) of $30,000. The options and RSUs will vest on the one year anniversary of the date of grant and are subject to acceleration in full upon a change in control of the Company (as set forth in the Plan).

On February 6, 2008, the Board of Directors also approved equity awards (adjusted to cover an approximate 18 month period through June 2009) under the Company's 2007 Omnibus Equity Compensation Plan (the Plan) as follows:
- a stock option grant covering such number of shares of common stock as would have an approximate Black-Scholes fair value o f $45,000 (based on the Black-Scholes fair value determined on the date prior to grant), at an exercise price equal to fair market value on the date of grant and vesting as follows: one-third of the shares vesting on June 6, 2008 and two-thirds of the shares vesting on June 5, 2009, subject to acceleration in full upon a change in control of the Company (as set forth in the Plan); and
- a RSU award grant covering such number of shares of common stock as would have a value (based on the fair market value of the common stock on the date prior to grant) of $45,000, vesting as follows: one-third of the shares vesting on June 6, 2008 and two-thirds of the shares vesting on June 5, 2009, subject to acceleration in full upon a change in control of the Company (as set forth in the Plan).

Mr. Lon Gorman, Chairman of the Board will not receive equity compensation for the period from February 6, 2008 to June 30, 2009 under the approved program due to the fact that he re cently received a special option grant for his service as Chairman.

 

 

Signature(s)
 
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.
 
 
Date: February 07, 2008
     
By:
 
/s/    Annemarie Tierney
               
Annemarie Tierney
               
General Counsel and Corporate Secretary
 
 
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