AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 12, 2000. POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-71421-00
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
KNIGHT/TRIMARK GROUP, INC.
(FORMERLY KT HOLDING COMPANY)
(Exact name of Registrant as specified in its charter)
DELAWARE 22-3689303
(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification number)
NEWPORT TOWER, 29TH FLOOR
525 WASHINGTON BLVD.
JERSEY CITY, NEW JERSEY 07310
(201) 222-9400
(Address, including zip code, of Registrant's principal executive office)
THE KNIGHT/TRIMARK GROUP, INC.
1998 LONG TERM INCENTIVE PLAN
-AND-
THE KNIGHT/TRIMARK GROUP, INC.
1998 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
MICHAEL T. DORSEY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
KNIGHT/TRIMARK GROUP, INC.
NEWPORT TOWER, 29TH FLOOR
525 WASHINGTON BLVD.
JERSEY CITY, NEW JERSEY 07310
(201) 222-9400
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
COPIES TO:
MATTHEW J. MALLOW, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), to
reflect the creation by Knight/Trimark, Inc. (formerly Knight/Trimark
Group, Inc.), a Delaware corporation ("Old Knight"), of a new holding
company above Old Knight. The creation of a new holding company was
effected pursuant to an Agreement and Plan of Merger, as amended, (the
"Merger Agreement") among Old Knight, Knight/Trimark Group, Inc. (formerly
KT Holding Company), a Delaware corporation (the "Registrant"), KT
Acquisition I Corp., a Delaware corporation and then wholly-owned
subsidiary of the Registrant ("SubKT"), Arbitrade Holdings LLC, a Delaware
limited liability company, AH Acquisition I L.L.C., a Delaware limited
liability company and then wholly-owned subsidiary of the Registrant and
the other parties named therein. The Merger Agreement provided for, among
other things, the merger (the "Merger") of SubKT with and into Old Knight,
with Old Knight as the surviving corporation. Pursuant to Section 251(g) of
the General Corporation Law of the State of Delaware, stockholder approval
of the Merger was not required.
As a result of the Merger, which became effective on January 6, 2000,
Old Knight became a direct wholly-owned subsidiary of the Registrant. Each
share of Class A Common Stock, par value $.01 per share, of Old Knight
issued and outstanding was converted into and exchanged for one share of
Class A Common Stock, par value $.01 per share, of the Registrant.
In accordance with Rule 414 under the Securities Act, the Registrant,
as the successor issuer to Old Knight, hereby expressly adopts this
registration statement as its own for all purposes of the Securities Act
and the Securities Exchange Act of 1934, as amended. The Knight/Trimark
Group, Inc. 1998 Long Term Incentive Plan and the Knight/Trimark Group,
Inc. 1998 Nonemployee Director Stock Option Plan (together the "Plans") to
which this registration statement relates shall continue to be known as the
Knight/Trimark Group, Inc. 1998 Long Term Incentive Plan and the
Knight/Trimark Group, Inc. 1998 Nonemployee Director Stock Option Plan
respectively. The Plans continue to cover, among others, employees of Old
Knight. However, shares of stock issued in accordance with the Plans shall
be shares of stock of the Registrant rather than shares of stock of Old
Knight.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
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-8 and has duly
caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Jersey
City, state of New Jersey, on January 12, 2000.
KNIGHT/TRIMARK GROUP, INC.
BY: /s/ Kenneth D. Pasternak
--------------------------------
Kenneth D. Pasternak
Director, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
------------------------------ ------------------------- ----------------
/s/ Kenneth D. Pasternak Director, President and January 12, 2000
------------------------------ Chief Executive Officer
Kenneth D. Pasternak
/s/ Robert I. Turner Director, Executive Vice January 12, 2000
------------------------------ President And Chief
Robert I. Turner Financial Officer
(principal financial and
accounting officer)
/s/ Steven L. Steinman Director and Chairman of January 12, 2000
------------------------------ the Board
Steven L. Steinman
/s/ Walter F. Raquet Director and Executive January 12, 2000
------------------------------ Vice President
Walter F. Raquet
/s/ Robert M. Lazarowitz Director and Executive January 12, 2000
------------------------------ Vice President
Robert M. Lazarowitz
/s/ Anthony M. Sanfilippo Director and Executive January 12, 2000
------------------------------ Vice President
Anthony M. Sanfilippo
/s/ Martin Averbuch Director January 12, 2000
------------------------------
Martin Averbuch
/s/ Charles V. Doherty Director January 12, 2000
------------------------------
Charles V. Doherty
/s/ Gene L. Finn Director January 12, 2000
------------------------------
Gene L. Finn
/s/ Gary R. Griffith Director January 12, 2000
------------------------------
Gary R. Griffith
/s/ Bruce R. McMaken Director January 12, 2000
------------------------------
Bruce R. McMaken
/s/ J. Joe Ricketts Director January 12, 2000
------------------------------
J. Joe Ricketts
/s/ Rodger O. Riney Director January 12, 2000
------------------------------
Rodger O. Riney
/s/ V. Eric Roach Director January 12, 2000
------------------------------
V. Eric Roach
