As filed with the Securities and Exchange Commission on __________, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NYFIX, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or other jurisdiction of
incorporation or organization)
06-1344888
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(IRS Employer
Identification Number)
---------------------------
333 Ludlow Street
Stamford, Connecticut 06902
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(Address and telephone number of
Registrant's Principal Executive Offices)
---------------------------
Richard A. Castillo
Chief Financial Officer
NYFIX, Inc.
333 Ludlow Street
Stamford, Connecticut 06902
(Name, Address and Telephone Number
of Agent for Service)
Copy to:
Adam W. Finerman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
---------------------------
<PAGE>
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement becomes
effective.
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
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. / /
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. / /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum
Title of Shares to be to be Aggregate Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par 1,312,500 $25.1875 $33,058,593.75 $9,190.29
value
===============================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and
low price of the Company's Common Stock, $.001 par value, on the
American Stock Exchange on December 28, 1999.
----------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Registration No. 333-_______
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PROSPECTUS
1,312,500 SHARES OF COMMON STOCK
NYFIX, INC.
The selling shareholders listed in this prospectus are offering and
selling an aggregate of 1,312,500 shares of common stock of NYFIX, Inc. All
proceeds from the sale of the common stock under this prospectus will go to the
selling shareholders.
Our common stock is listed on the American Stock Exchange under the
symbol "NYF". The last reported sale price on the American Stock Exchange for
our common stock on December 28, 1999 was $24.875 per share.
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This investment involves risk. See "Risk Factors" beginning at page 4
to read about certain factors you should consider before buying shares
of the common stock.
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Neither the Securities and Exchange Commission nor any State
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
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The date of this prospectus is __________, 1999.
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<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY........................................................3
RISK FACTORS..............................................................4
FORWARD LOOKING STATEMENTS................................................8
WHERE YOU CAN FIND MORE INFORMATION.......................................8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................8
ABOUT THIS PROSPECTUS.....................................................9
USE OF PROCEEDS...........................................................9
SELLING SHAREHOLDERS.....................................................10
PLAN OF DISTRIBUTION.....................................................11
LEGAL MATTERS............................................................12
EXPERTS..................................................................12
<PAGE>
PROSPECTUS SUMMARY
NYFIX (formerly Trinitech Systems, Inc.) develops and markets
advanced electronic trading systems to brokerage firms, international global
exchanges trading in equities, currencies and futures & options. We also
successfully leverage our patented flat panel hardware technology, the Trinitech
Touchpad(R), through sales outside the financial sector. The Trinitech
Touchpad(R) is a state of the art computer monitor with several technologically
advanced attributes, including a reduced size and weight, as well as a touch
screen that allows an operator to interface with the computer by simply touching
the image displayed on the screen. Our principal executive offices are located
at 333 Ludlow Street, Stamford, Connecticut, 06902. Our telephone number is
(203) 425-8000.
This prospectus relates to 1,312,500 shares of common stock
which were issued to the shareholders listed on page 10 (the "Selling
Shareholders") in connection with the formation of NYFIX Millennium, L.L.C.
NYFIX Millennium is a subsidiary of NYFIX which plans to operate in compliance
with Regulation ATS. It is an "Integrated ATS, Exchange Access and Intelligent
'Best Execution' Order Routing System" designed to provide the financial
community with "Best-Execution." NYFIX Millennium is built upon NYFIX's
proprietary "Super FIX Engine" technology and existing NYFIX network
infrastructure. It is a Hybrid Market System leveraging new regulation and
technology with the power of the traditional markets.
On November 15, 1999 NYFIX effected a three-for-two stock
split in the form of a 50% dividend of its shares of common stock. All share
numbers included herein reflect such stock split. After giving effect to such
stock split there were 15,884,617 shares of common stock outstanding as of
December 15, 1999.
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<PAGE>
RISK FACTORS
The purchase of our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this prospectus before deciding to invest in our common stock.
PRIOR TO 1999, NYFIX HAD BEEN UNPROFITABLE SINCE ITS INCEPTION AND THERE IS NO
ASSURANCE THAT IT WILL REMAIN PROFITABLE IN THE FUTURE.
We have conducted our business operations since June 1991. Prior to
1999 we have had limited revenue from operations or other financial results upon
which investors may base an assessment of our potential. We have had net losses
since our inception in 1991 through September 30, 1999 of approximately $5.8
million. We cannot assure you that we will succeed in implementing our business
strategy or continue to achieve profitable operations in the future.
IF WE ARE NOT ABLE TO IDENTIFY, DEVELOP, ASSEMBLE, MARKET OR SUPPORT OUR
PRODUCTS SUCCESSFULLY OR RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGES OR PRODUCT
ANNOUNCEMENTS BY COMPETITORS, WE MAY NOT REMAIN COMPETITIVE.
Rapidly changing technology and new product introductions characterize
the markets for our products. Accordingly, we believe that our future success
will depend on our ability to enhance our existing products and to develop and
introduce in a timely fashion new products that achieve market acceptance. We
cannot assure you that we will be able to identify, develop, assemble, market or
support our products successfully or that we will be able to respond effectively
to technological changes or product announcements by competitors.
THE LOSS OF ANY OF OUR SIGNIFICANT CUSTOMERS WOULD LIKELY HAVE A MATERIAL
ADVERSE EFFECT ON OUR REVENUES.
As of September 30, 1999, twelve customers accounted for approximately
55% of subscription revenue, and during the year ended December 31, 1998, two
customers accounted for approximately 26% of total revenue. As we continue to
increase our subscription customer base, the Company believes it will be less
likely to be dependent on a limited number of significant customers. We cannot
assure you that we will be less dependent on a limited number of significant
customers in the future, and the loss of any such significant customer would
likely have a material adverse effect on our revenues.
THE LOSS OF ANY OF OUR KEY EXECUTIVES MAY HAVE A MATERIAL ADVERSE EFFECT UPON
OUR OPERATIONS.
Our success is dependent upon the expertise of the key members of our
management team, particularly our President and Chief Executive Officer, Mr.
Peter Kilbinger Hansen. The loss of Mr. Hansen's services would, and the loss of
Mr. Lars Kragh, Vice President-Research and Development, may, have a material
adverse effect upon our operations. Our future success also depends on our
continuing ability to attract, train and retain highly qualified technical,
sales,
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<PAGE>
marketing, development and managerial personnel. If we are unable to hire such
personnel on a timely basis, our business, operating results and financial
condition could be adversely affected.
NYFIX FACES COMPETITION IN ITS INDIVIDUAL PRODUCT AREAS FROM COMPANIES THAT MAY
HAVE LARGER AND GREATER FINANCIAL AND HUMAN RESOURCES AND MARKETING
CAPABILITIES, WHICH MAY HINDER OUR ABILITY TO COMPETE SUCCESSFULLY.
We have developed comprehensive electronic trading and order-routing
systems for exchange floors and trader desktops as well as the ability to
provide managed network services and specialized interfaces to exchange and
back-office systems. Many of our products are based on FIX protocol, which
stands for "Financial Information Exchange". FIX protocol offers the ability to
connect the buy-side and sell-side of an equities transaction for electronic
order/execution routing and trade information sharing. With the acceptance of
FIX as the standard protocol for real-time electronic communication between
brokerage firms and asset management companies, vendors, including Trinitech and
certain of its competitors, have developed FIX-based trading system solutions.
For further review, some of these entities are listed on the FIX Protocol
website, WWW.FIXPROTOCOL.ORG. While we face considerable competitive pressure in
our distinct product segments (i.e. trader workstations, network services, FIX
engine technology, etc.), management believes that our position as an
end-to-end, "one-stop" shop for electronic trading systems and solutions will
lead to increased sales in our defined marketplace. However, certain of our
competitors may have considerably larger and greater financial and human
resources and marketing capabilities, in addition to
o longer operating histories;
o significantly greater financial, technical and
marketing resources;
o greater name recognition;
o a larger installed base of customers and products;
o well-established relationships with our current and
potential customers; and
o extensive knowledge of the industry.
As such, we may not be able to compete successfully against
our current and future competitors. Furthermore, competitive pressures we face
may materially adversely affect our business, operating results and financial
condition.
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<PAGE>
NYFIX MILLENNIUM HAS NO OPERATING HISTORY OR REVENUES AND OUR
INVESTMENT IN NYFIX MILLENNIUM COULD RESULT IN SIGNIFICANT LOSSES.
NYFIX Millennium was formed in October 1999 and is not
anticipated to generate revenues until sometime during the year 2000. Our
investment in NYFIX Millennium involves a high degree of business and financial
risks and can result in substantial losses. NYFIX Millennium's prospects must be
considered in light of the risks, expenses, delays, problems and difficulties
frequently encountered in the establishment of a new business in an emerging and
evolving industry. NYFIX Millennium's business is based on NYFIX's "Super FIX
Engine" technology and is a hybrid market-system leveraging new regulation and
technology with the power of the traditional markets. No assurances can be given
that Millennium will be successful in its business, or that profitability will
ever be attained.
IF OUR PRODUCTS CONTAIN ERRORS, WE COULD EXPERIENCE A LOSS OF OR DELAY
IN MARKET ACCEPTANCE OR OTHERWISE RESULT IN LITIGATION, WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.
Our products are complex and may contain undetected errors or
failures when we first introduce them or at a later time. If our products
contain errors, we could experience a loss of or delay in market acceptance,
which could materially adversely affect our business, operating results and
financial condition. While we have not experienced product liability claims to
date, our business may entail the risk of such claims. A successful product
liability claim brought against us could have a material adverse effect on our
business, operating results and financial condition.
SHARES ELIGIBLE FOR FURTHER SALE COULD ADVERSELY AFFECT THE PREVAILING
MARKET PRICE OF THE COMMON STOCK.
The sale of any substantial number of shares of our common
stock may have a depressive effect on the market price of our common stock. As
of the date of this prospectus, 2,720,896 shares of the restricted securities we
have issued are eligible for resale under Rule 144. This number does not include
the shares of common stock covered by this prospectus. Any such sale,
particularly if large in volume, could have a material adverse effect on the
market for and price of shares of common stock.
CERTAIN PROVISIONS OF STATE LAW, IN ADDITION TO OUR SHAREHOLDER RIGHTS
PLAN, MAY PREVENT OR HINDER CHANGE IN CONTROL OF THE COMPANY AND MAY REDUCE THE
POSSIBILITY THAT OUR SHAREHOLDERS WILL RECEIVE A PREMIUM ON THEIR SHARES IN
CONNECTION WITH ANY SUCH CHANGE IN CONTROL.
Our shareholders may be deprived of the opportunity to receive
a premium for their shares because of certain provisions of the New York
Business Corporation Law and our shareholder rights plan. These provisions may,
among other things, delay or prevent a change in control of NYFIX or a change in
our management, or restrict the ability of our shareholders to authorize a
merger or other business combination. These provisions are expected to encourage
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<PAGE>
persons seeking to acquire control of NYFIX to consult first with the Board of
Directors to negotiate the terms of any proposed merger or other business
combination.
SHARES ISSUABLE UPON THE EXERCISE OF CERTAIN OPTIONS AND WARRANTS COULD
ADVERSELY AFFECT THE PREVAILING MARKET PRICE OF THE COMMON STOCK.
We have outstanding options and warrants to purchase an
aggregate of 2,664,099 shares of our common stock at a weighted average exercise
price of $5.07 per share. The exercise of all of outstanding warrants and
options would dilute the then-existing shareholders' percentage ownership of our
common stock, and any sales in the public market could adversely affect
prevailing market prices for our common stock. Moreover, the terms upon which we
would be able to obtain additional equity capital could be adversely affected
since the holders of such securities can be expected to exercise them at a time
when we would, in all likelihood, be able to obtain any needed capital on terms
more favorable to than those provided by such securities.
OUR BUSINESS AND OPERATIONS MAY BE NEGATIVELY AFFECTED BY "YEAR 2000"
COMPLIANCE ISSUES.
The Company is aware of industry wide issues related to Year
2000 that are associated with the programming code in computer systems. Systems
that do not properly recognize the Year 2000 could generate erroneous data or
cause a system to fail. We completed a Year 2000 plan consisting of several
phases which include, risk assessment, manual and automated review of
programming code, baseline testing, unit testing, integrated testing and a
review of third party products.
We successfully participated in an industry wide Year 2000
testing between March and April of 1999. The objective of these tests was to
ensure our customer base would be in full Year 2000 compliance before the end of
the year. To date, the Company has already issued Year 2000 enhancements to our
customers. These tests did not reveal any significant software errors. The
Company has identified and evaluated all internal software and hardware systems
for Year 2000 compliant. The Company has not identified any systems that would
require significant expenditures to become Year 2000 compliant, nor is the
Company aware of any significant costs that would be incurred as a result of
ensuring that internal needs are Year 2000 compliance. The Company has
established a Year 2000 Quality Assurance Team that will stay in place well into
the year 2000.
It is possible that a significant amount of litigation will
arise out of Year 2000 compliance issues. The Company has established a workable
plan and Quality Assurance team to help minimize these risks. Because of the
unprecedented nature of such litigation, it is uncertain whether such issues may
affect the Company. Therefore, there can be no assurance that we will not
experience serious unanticipated negative consequences and/or material costs
caused by undetected errors or defects in the technology used in our internal
systems or in third party systems that we employ.
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<PAGE>
FORWARD LOOKING STATEMENTS
Certain forward-looking statements, including statements
regarding our expected financial position, business and financing plans are
contained in this prospectus or are incorporated in documents annexed as
exhibits to this prospectus. These forward-looking statements reflect our views
with respect to future events and financial performance. The words, "believe,"
"expect," "plans" and "anticipate" and similar expressions identify
forward-looking statements. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from such expectations are disclosed
in this prospectus, including, without limitation, under "Risk Factors." All
subsequent written and oral forward-looking statements attributable to us are
expressly qualified in their entirety by the cautionary statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. We undertake no obligations to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the SEC's public reference room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also request copies of such documents, upon payment of a duplicating fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is listed on the American Stock Exchange and such reports and other
information may also be inspected at the offices of AMEX at 86 Trinity Place,
New York, NY 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered to be a part of this prospectus and
information that we file later with the SEC will automatically update and
replace this information. We incorporate by reference the documents listed below
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended:
(1) Our Annual Report on Form 10-KSB for the year ended
December 31, 1998;
(2) Our Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1999, June 30, 1999 and
September 30, 1999; and
-8-
<PAGE>
(3) Our Application for Registration of our common stock
on Form 8- A dated August 27, 1993.
You may request a copy of these filings, excluding the
exhibits to such filings which we have not specifically incorporated by
reference in such filings, at no cost, by writing or telephoning us at the
following address:
NYFIX, Inc.
333 Ludlow Street
Stamford, CT 06902
Attention: Chief Financial Officer
(203) 425-8000
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed
with the SEC. You should rely only on the information provided or incorporated
by reference in this prospectus or any related supplement. You should not assume
that the information in this prospectus or any supplement is accurate as of any
other date than the date on the front of those documents. For further
information with respect to NYFIX and the securities offered hereby, reference
is made to the registration statement. Statements contained in this prospectus
as to the contents of any contract or other document are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or document filed as an exhibit to the registration statement, each such
statement being qualified in all respects by such reference.
USE OF PROCEEDS
The shares of common stock offered hereby are being
registered for the account of the selling shareholders identified in this
prospectus. See "Selling Shareholders." All net proceeds from the sale of the
common stock will go to the shareholders that offer and sell their shares.
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<PAGE>
SELLING SHAREHOLDERS
The selling shareholders have informed us that the name,
maximum number of shares of common stock to be sold and total number of shares
of common stock which each selling shareholder owns as of December 15, 1999 is
as set forth in the following table. The selling shareholders may sell all or
part of their shares of common stock registered pursuant to this prospectus.
Each shareholder named in the table, to our knowledge, has sole voting and
investment power with respect to all shares shown as beneficially owned by it,
subject to community property laws where applicable and the footnotes to this
table. The calculation of shares of common stock beneficially owned was
determined in accordance with Rule 13-3(d) of the Exchange Act. On November 15,
1999 NYFIX affected a three-for-two stock split in the form of a 50% dividend of
its shares of common stock. All share numbers listed below give effect to such
stock split. The term "selling shareholders" also includes any transferees,
pledgees, donees, or other successors in interest to the selling shareholders
named in the table below. To the extent required, we will name any additional
selling shareholder in a supplement to this prospectus.
<TABLE>
<CAPTION>
Number of Common
Shares of Class to be
Beneficially Owned
After Completion of
the Offering
Number of Common Shares Maximum Number of ------------------
Beneficially Owned Prior to Shares to be Offered
Name the Offerng for Resale Number Percent
- -------------------------------------------- ----------------------------- ----------------------- ------ -------
<S> <C> <C> <C> <C>
DB U.S. Financial Markets Holding 187,500 187,500 0 0
Corporation
31 West 52nd Street
New York, NY 10019
UBS (USA) INC. 187,500 187,500 0 0
677 Washington Boulevard
Stamford, CT 06912
ING Barings LLC 187,500 187,500 0 0
55 East 52nd Street
New York, NY 10055
Lehman Brothers Inc. 187,500 187,500 0 0
3 World Financial Center
16th Floor
New York, NY 10285-0600
MSDW Equity Investments Ltd. 187,500 187,500 0 0
Maples Calder
Ugland House
P.O. Box 309
Cayman Islands
Societe Generale Investment Corporation 187,500 187,500 0 0
1221 Avenue of the Americas
8th Floor
New York, NY 10020
Sanford C. Bernstein & Co., Inc. 187,500 187,500 0 0
767 Fifth Avenue
New York, NY 10153
</TABLE>
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<PAGE>
PLAN OF DISTRIBUTION
This offering is self-underwritten; neither the selling shareholders
nor we have employed an underwriter for the sale of common stock by the selling
shareholders. We will bear all expenses in connection with the preparation of
this prospectus. The selling shareholders will bear all expenses associated with
the sale of the common stock.
The selling shareholders may offer their shares of common stock
directly or through pledgees, donees, transferees or other successors in
interest in one or more of the following transactions:
o On any stock exchange on which the shares of common stock may
be listed at the time of sale;
o in negotiated transactions;
o in the over-the-counter market; or
o in a combination of any of the above transactions.
Certain of the selling shareholders have entered into hedging
transactions with respect to their shares and any of the selling shareholders
may enter into such transactions in the future.
For example, the selling shareholders may:
o enter into transactions involving short sales of the common
shares by broker- dealers;
o sell common shares short themselves and redeliver such shares
to close out their short positions;
o enter into option or other types of transactions that require
the selling shareholders to deliver common shares to a
broker-dealer, who will then resell or transfer the common
shares under this prospectus; or
o loan or pledge the common shares to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the
pledged shares.
The selling shareholders may offer their shares of common stock at any
of the following prices:
o Fixed prices which may be changed;
o market prices prevailing at the time of sale;
o prices related to such prevailing market prices; or
o at negotiated prices
The selling shareholders may effect such transactions by selling shares
to or through broker-dealers, and all such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
selling shareholders and/or the purchasers of shares of
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<PAGE>
common stock for whom such broker-dealers may act as agents or to whom they sell
as principals, or both. Compensation as to particular broker dealers may be in
excess of customary commissions.
Any broker-dealer acquiring common stock from the selling shareholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing on the American Stock Exchange
or at prices related to such prevailing market prices or at negotiated prices to
its customers or a combination of such methods. The selling shareholders and any
broker-dealers that act in connection with the sale of the common stock
hereunder might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act; any commissions received by them and any profit on
the resale of shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling shareholders and applicable transfer taxes, are
payable by the selling shareholders.
The selling shareholders reserve the right to accept, and together with
any agent of the selling shareholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling shareholders will pay any
sales commissions or other seller's compensation applicable to such
transactions.
We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
shareholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the selling shareholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of shares of the common stock may not
simultaneously engage in market making activities with respect to such shares of
common stock for a period of two to nine business days prior to the commencement
of such distribution. In addition, the selling shareholders and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Rules 10b- 2, 10b-6 and 10b-7. Such provisions may limit the timing
of purchases and sales of any of the shares of common stock by the selling
shareholders or any such other person. This may affect the marketability of the
common stock and the brokers' and dealers' ability to engage in market making
activities with respect to the common stock.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the shares
offered hereby have been passed upon for NYFIX by Olshan Grundman Frome
Rosenzweig & Wolosky LLP,
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<PAGE>
505 Park Avenue, New York, New York 10022. Certain partners of Olshan Grundman
Frome Rosenzweig & Wolosky LLP own shares of common stock of NYFIX.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving such reports.
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<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this prospectus
and, if given or made, such other information and representations must not be
relied upon as having been authorized by us. This prospectus does not constitute
an offer or solicitation by anyone in any state in which such person is not
authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. The delivery of this prospectus at any time does not imply that
the information herein is correct as of any time subsequent to the date hereof.
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current only as of __________, 1999.
1,312,500 SHARES
NYFIX, INC.
COMMON STOCK
PROSPECTUS
================================================================================
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered, all of which will be paid by the Registrant, are as
follows:
SEC Registration Fee................................. $9,190.29
Accounting Fees and Expenses......................... 3,000.00
Legal Fees and Expenses.............................. 15,000.00
Blue Sky Fees and Expenses........................... 2,000.00
Miscellaneous Expenses............................... 5,169.71
---------
Total................................................ $34,360.00
==========
Item 15. Indemnification of Directors and Officers
Except as hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
The Company's by-laws provide that every director and officer
of the Company and his heirs, executors, administrators and other legal personal
representatives shall be indemnified and held harmless from and against (a) any
liability and all costs, charges and expenses that he sanctions or incurs in
respect of any action, suit or proceeding that is proposed or commenced against
him for or in respect of anything done or permitted by him in respect of the
execution of the duties of his office and (b) all other costs, charges and
expenses that he sustains or incurs in respect of the affairs of the Company.
The Company maintains a $1,000,000 directors and officers
liability insurance policy.
Item 16. Exhibits.
Exhibit Index
Exhibit
3.1 Articles of Incorporation of NYFIX, Inc. (Exhibit 3.1 to
Registrant's Form 10 filed March 5, 1993)
II-1
<PAGE>
3.2 By-Laws of NYFIX, Inc. (Exhibit 3.2 to Registrant's Form 10
filed March 5, 1993)
3.3 Certificate of Amendment to Articles of Incorporation of
NYFIX, Inc.
4.1 Certificate of Designation of Series A Preferred Stock
(Exhibit 4.1 to Registrant's Form 10 filed March 5, 1993)
4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the
Registrant's Annual Report on Form 10K for the fiscal year
ended December 31, 1993).
4.3 Rights Agreement, dated as of September 1, 1997, between the
Registrant and Chase Mellon Shareholder Services, L.L.C., as
Rights Agent (Exhibit 1 to the Registrant's Form 8-A filed
September 10, 1997).
4.4 First Amendment to Rights Agreement, dated as of October 25,
1999, between Trinitech Systems, Inc. and Chase Mellon
Shareholder Services, L.L.C. (Exhibit 3 to the Registrant's
Form 8-A/A filed October 25, 1999).
5.1 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP
23.1 Consent of Independent Public Accountants
23.2 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in Exhibit 5.1)
24.1 Powers of Attorney (included on Page II-4)
Item 17. Undertakings
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against each such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Stamford, State of Connecticut on this 27th of
December, 1999.
NYFIX, INC.
By: /s/ Peter Kilbinger Hansen
----------------------------------------------
Name: Peter Kilbinger Hansen
Title: Chairman of the Board and President
(Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Peter Kilbinger Hansen and
Richard A. Castillo his true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite necessary to
be done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
Signatures Title Date
/s/ Peter Kilbinger Hansen
- ---------------------------- Chairman of the Board December 27, 1999
Peter Kilbinger Hansen (Principal Executive Officer)
/s/ Richard A. Castillo
- ---------------------------- Chief Financial Officer December 27, 1999
Richard A. Castillo (Principal Accounting Officer)
/s/ John H. Chapman
- ---------------------------- Director December 27, 1999
Dr. John H. Chapman
/s/ Craig M. Shumate Director December 27, 1999
- ----------------------------
Craig M. Shumate
/s/ Carl E. Warden Director December 27, 1999
- ----------------------------
Carl E. Warden
II-4
<PAGE>
Exhibit Index
Exhibit
3.1 Articles of Incorporation of NYFIX, Inc. (Exhibit 3.1 to
Registrant's Form 10 filed March 5, 1993)
3.2 By-Laws of NYFIX, Inc. (Exhibit 3.2 to Registrant's Form 10
filed March 5, 1993)
3.3 Certificate of Amendment to Articles of Incorporation of
NYFIX, Inc.
4.1 Certificate of Designation of Series A Preferred Stock
(Exhibit 4.1 to Registrant's Form 10 filed March 5, 1993)
4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the
Registrants' Annual Report on Form 10K for the fiscal year
ended December 31, 1993).
4.3 Rights Agreement, dated as of September 1, 1997, between the
Registrant and Chase Mellon Shareholder Services, L.L.C., as
Rights Agent (Exhibit 1 to the Registrant's Form 8-A filed
September 10, 1997).
4.4 First Amendment to Rights Agreement, dated as of October 25,
1999, between Trinitech Systems, Inc. and Chase Mellon
Shareholder Services, L.L.C. (Exhibit 3 to the Registrant's
Form 8-A/A filed October 25, 1999).
5.1 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP
23.1 Consent of Independent Public Accountants
23.2 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (
included in Exhibit 5.1)
24.1 Powers of Attorney (included on Page II-4)
II-6
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
TRINITECH SYSTEMS, INC.
Pursuant to Section 805 of the New York Business Corporation Law
It is hereby certified that:
FIRST: The name of the corporation is TRINITECH SYSTEMS,
INC. (the "Corporation").
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Department of State on April 6,
1955 under the original name "Trans-Aire Electronics,
Inc."
THIRD: The Certificate of Incorporation is hereby amended to
change the name of the Corporation to NYFIX, INC.
FOURTH: To accomplish the foregoing amendment, Article FIRST
of the Certificate of Incorporation is hereby amended
to read in its entirety as follows:
"FIRST: The name of the Corporation shall be NYFIX,
Inc."
FIFTH: The Certificate of Incorporation is hereby amended to
increase the authorized number of shares of Common
Stock from 15,000,000 shares to 60,000,000 shares and
to increase the authorized number of shares of
Preferred Stock from 1,000,000 shares to 5,000,000
shares.
SIXTH: To accomplish the foregoing amendment, Article THIRD
of the Certificate of Incorporation is hereby amended
to read in its entirety as follows:
"THIRD: The total number of shares that may be issued
by the corporation is sixty million (60,000,000)
shares of common stock, all of which shall have a par
value of $.001, and five million (5,000,000) shares
of preferred stock, all of which shall have a par
value of $1.00; stockholders shall have no preemptive
rights to subscribe for shares or other securities of
the Corporation. Each share of common stock of the
Corporation shall have one vote for all corporate
<PAGE>
purposes with no cumulative voting rights. Each share
of preferred stock shall have such designations,
privileges, preferences, and voting powers as shall
be determined by the Board of Directors of the
Corporation."
SEVENTH: The foregoing amendment to the certificate of incorporation
were authorized at a meeting of the Board of Directors by unanimous vote and
thereafter at a meeting of the shareholders by vote of a majority of all the
outstanding shares entitled to vote thereon.
-2-
<PAGE>
IN WITNESS WHEREOF, we have subscribed this document on October 21,
1999 and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
By: /s/ Peter Kilbinger Hansen
------------------------------
Peter Kilbinger Hansen
President
By: /s/ Richard A. Castillo
------------------------------
Richard A. Castillo
Secretary
-3-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 23, 1999
included in Trinitech Systems, Inc.'s Form 10-KSB for the year ended December
31, 1998 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Stamford, Connecticut
December 29, 1999
