-----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, CpRfdGSUY3IYpNBOLKjKpcN7T3hYlaNU+WOaEOfF/NRz7XXssD+KBiK7kvAqxtb/ PhRk270v6keyVcKEe8pElQ== 0001193805-07-001659.txt : 20070615 0001193805-07-001659.hdr.sgml : 20070615 20070615131500 ACCESSION NUMBER: 0001193805-07-001659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070613 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070615 DATE AS OF CHANGE: 20070615 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: 07922284 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 e602272_8k-nyfix.htm Form 8-K — NYFIX, Inc.

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): June 13, 2007

NYFIX, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)

0-21324
(Commission File Number)

06-1344888
(IRS Employer Identification No.)


100 Wall Street, 26
th Floor, New York, New York 10005

(Address of principal executive offices)

Registrant’s telephone number, including area code: 212 809-3542

______________________________________________________
(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))



Item 2.02. Results of Operations and Financial Condition

On June 13, 2007, NYFIX, Inc. (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1 to this Report (the “Press Release”), which includes certain information with respect to the Company’s results of operations during the three month period ended March 31, 2007. The information contained under the heading “Unaudited Divisional Revenues for the Three Months Ended March 31, 2007” in the Press Release is hereby incorporated by reference in this Item 2.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of NYFIX, Inc., dated June 13, 2007.

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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/ Scott Bloom
   
    Name: Scott Bloom
    Title: Secretary

Dated: June 14, 2007

 

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EXHIBIT INDEX

99.1 Press release of NYFIX, Inc., dated June 13, 2007.

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EX-99 2 e602272_ex99-1.htm PRESS RELEASE NYFIX, Inc. — Press Release, dated June 13, 2007

FOR IMMEDIATE RELEASE

Contact:

FOR INVESTORS   FOR MEDIA
     
Brian Prenoveau, CFA
Integrated Corporate Relations
(203) 682-8200
  Matt Zachowski
Intermarket Communications
(212) 888-6115 x228

NYFIX REPORTS UNAUDITED DIVISIONAL REVENUES FOR THE THREE MONTHS
ENDED MARCH 31, 2007

OVERALL REVENUES UP 17% OVER Q106

New York, NY June 13, 2007: NYFIX, Inc. (Pink Sheets: NYFX). NYFIX, a leader in technology solutions for the financial marketplace, announced today its divisional revenues for the three months ended March 31, 2007.

NYFIX cautions that the financial information noted below is preliminary and such amounts may differ from those included in quarterly and annual SEC filings. NYFIX will provide full results in accordance with GAAP upon the filing of its Form 10-Q for the period ended March 31, 2007. The Company expects to report losses for the first quarter of 2007 when it ultimately reports, reflecting the incurrence of restatement, SEC investigation and related expenses as well as certain transitional rebuilding expenses following the $75 million investment by Warburg Pincus.

Unaudited Revenues for the Three Months Ended March 31, 2007

Revenues for the three months ended March 31, 2007 were $27.7 million, an increase of 17% over the $23.7 million of revenues for the same period in 2006 and a 5% increase over the $26.4 million of revenues for the three months ended December 31, 2006. Revenues from the Company’s three operating divisions were as follows:

 

     
Three Months Ended
March 31,
 
(in millions)    
2007
2006
 
     
 
 
FIX   $ 13.9   $ 11.2  
OMS   $ 3.6   $ 5.2  
Transaction Services   $ 10.2   $ 7.3  

 
Total Revenues (unaudited)   $ 27.7   $ 23.7  

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For the three months ended March 31, 2007, NYFIX incurred costs of $3.8 million related to the SEC investigation, the financial restatements and related litigation and other regulatory inquiries. Due to the completion of the restatement and the filing of the Company’s 2005 Form 10-K in March 2007, these costs are expected to decline going forward. Costs associated with related litigation and regulatory inquiries will continue.

Howard Edelstein, CEO, commented, “As we’ve said before, 2007 will be a year of transition for NYFIX as we make investments in both people and technology in order to scale our businesses for future growth. Another key priority is bringing our regulatory filings up-to-date and we look forward to becoming current with the SEC in the coming weeks.”

Millennium Matched Volume

The average daily matched volume in the NYFIX Millennium alternative trading system (included in the Transaction Services Division) was 41.3 million shares for the first quarter of 2007, an increase of 120% over the average daily matched volume of 18.8 million shares during the first quarter of 2006 and an increase of 39% over the average daily matched volume of 29.8 million shares during the fourth quarter of 2006. Included in the volume figures noted above are conditional orders that are executed against pass-through orders and other conditional orders, and third-market trades crossed by clients and reported by NYFIX to Nasdaq.

About NYFIX, Inc.

A pioneer in electronic trading solutions, NYFIX continues to transform trading through innovation. The NYFIX MarketplaceTM is a global community of trading counterparties utilizing innovative services that optimize the business of trading. NYFIX Millennium® provides the NYFIX MarketplaceTM with new methods of accessing liquidity. NYFIX also provides value-added informational and analytical services and powerful tools for measuring execution quality. A trusted business partner to the buy-side and sell-side alike, NYFIX enables ultra low touch, low impact market access and end-to-end transaction processing. For more information, please visit www.nyfix.com.

This press release and any related discussions may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. This press release and any related discussions may include forward-looking statements about future Securities and Exchange Commission (“SEC”) filings, future restatements and related charges, future activities of new employees and the impact thereof on the Company, the impact of the Company’s ability to meet periodic filing deadlines, initiatives that may impact future business activities, and future disclosure practices. We have no duty to update these statements. Actual future events, circumstances, performance and trends could materially differ from those set forth in these statements due to various factors, including but not limited to: general economic conditions; the impact of the Company recording a significant impairment charge relating to its goodwill because the Company is not profitable; the effects of current, pending and future legislation; regulation and regulatory actions; the ability of the Company to achieve and maintain effective internal control over financial reporting in accordance with SEC rules promulgated under Section 404 of the Sarbanes-Oxley Act; the impact of accounting for stock-based compensation and ongoing regulatory investigations, including the possibility of new

6


and significant information subsequently arising which could lead to different determinations and require different accounting treatment; actions and initiatives by both current and future competitors; the risks related to the ability of the Company to market and develop its products and services; the Company’s success in obtaining, retaining and selling additional products and services to clients; the pricing of products and services; stock market activity; the ability of NYFIX Clearing Corporation to clear trades due to maximum limits imposed by Depository Trust & Clearing Corporation and the need for intra-day funding commitments from third parties; the ability of the Company’s Transaction Services Division to maintain third-party assistance to access exchanges and other important trading venues; the ability of the Company to comply with the SEC’s net capital rule; the impact of the Company’s customers defaulting on their trading obligations; a decline in trading by the Company’s sell-side and buy-side clients; changes in technology; the availability of skilled technical associates; the ability of the Company to obtain necessary network equipment, technical support or other telecommunications services or being forced to pay higher prices for such equipment, support or services; and the impact of new acquisitions and divestitures; and other risks and uncertainties including those detailed in our SEC filings; as well as future decisions by us. There can be no assurance that the forward-looking statements will prove to be accurate and the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. All trademarks, trade names, logos, and service marks referenced herein belong to NYFIX, Inc.

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