SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 27, 1999
NYFIX, INC
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 0-21324
- -------------------------------- ------------------------ --------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
333 Ludlow Street, Stamford, Connecticut 06902
- --------------------------------------------------------------------------------
Address of principal executive offices
Registrant's telephone number, including area code: (203) 425-8000
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 27, 1999, NYFIX, Inc. (the "Company") issued two press releases
announcing, among other things, the formation of a subsidiary named NYFIX
Millennium, L.L.C., which will start and operate an alternative trading system.
The text of the press releases are attached hereto as Exhibit 99.1 and Exhibit
99.2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
99.1 Press Release of the Registrant, dated October 27, 1999.
99.2 Press Release of the Registrant, dated October 27, 1999.
-2-
<PAGE>
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.
Dated: October 28, 1999 By: /s/ Peter Hansen
--------------------------------
Name: Peter Hansen
Title: Chairman of the Board
and President
-3-
Exhibit 99.1
NEWS BRIEF
FOR IMMEDIATE RELEASE
Contacts: Investors News Media
Peter Kilbinger Hansen, President John Henderson
Trinitech Systems, Inc. Rubenstein Associates
Tel: (203) 425-8000 Tel: (212) 843-8054
NYFIX, INC. ANNOUNCES PLANS TO FILE BROKER-DEALER SUBSIDIARY COMPLYING WITH
REGULATION ATS
NYFIX APPOINTS NYFIX MILLENNIUM PRESIDENT AND
ADDITIONAL BOARD MEMBERS
STAMFORD, CT, October 27, 1999: NYFIX, Inc. (AMEX: NYF, formerly Trinitech
Systems, Inc. AMEX: TSI) today announced the formation of NYFIX Millennium,
L.L.C. ("NYFIX Millennium"), together with plans to file with the SEC a
Broker-Dealer application with a separate notice to operate an ATS complying
with Regulation ATS.
In a separate announcement today, the Company said that an international group
of six of the world's leading banks and brokerage firms, together with NYFIX,
Inc., have provided funding for NYFIX Millennium. The firms, Deutsche Bank, ING
Barings, Lehman Brothers, Morgan Stanley Dean Witter, Sanford C. Bernstein &
Co., Inc. and Warburg Dillon Read, will be working with NYFIX on strategic
issues, including formulating the ATS's order-handling capabilities. NYFIX
Millennium's profits will be shared 80% by NYFIX, with 20% by the other L.L.C.
members. Millennium will register as a Broker/Dealer and will operate as an ATS
in compliance with SEC regulations. Each participant will be providing a member
to join NYFIX Millenium's advisory board.
NYFIX Millennium plans to generate transaction-oriented revenue by providing
documented "Price- Improvement" executions through its ATS and "Intelligent
Order-routing" functions. The new L.L.C. is currently completing development
with formal launch slated during the second quarter of 2000. "We have been
laying the groundwork for NYFIX Millennium by supplying the network
infrastructure to financial institutions and exchanges for two years," stated
Peter Kilbinger Hansen, NYFIX's President and Chief Executive Officer.
In other news, the Company appointed Dean Stamos as President of NYFIX
Millennium where he will direct the Millennium ATS project. Mr. Stamos comes to
NYFIX Millennium with ten years of trading and management experience, most
recently as Director of Execution Services at SG Cowen Securities. In that role,
Mr. Stamos focused on management both in strategic and operating roles,
overseeing all of that firm's execution services division including floor
operations on the domestic regional equity and options exchanges. Prior to that,
Mr. Stamos was Regional Manager
<PAGE>
of Herzog, Heine, Geduld, Inc., where he headed execution services for the
Boston and San Francisco Exchanges. Mr. Stamos also served as Exchange Floor
Manager for the Boston Stock Exchange for Cowen & Company and was a regional
exchange specialist on the Boston Stock Exchange. Mr. Stamos has served on
several industry committees, including the Transaction Auditing Group (TAG)
Advisory Board, the Boston Stock Exchange Fee Committee and the SG Cowen Order
Routing Committee. He has been a member in good standing of the Security Traders
Association, the Boston Security Traders Association and the Security Traders
Association of New York.
The Company also announced the addition of Neal E. Sullivan to the NYFIX and
NYFIX Millennium Boards of Directors. Mr. Sullivan is the managing partner of
the Washington, D.C. office of the law firm Bingham Dana LLP which has a
national practice in financial services industry regulation. Bingham Dana has an
extensive financial services industry client base including banks, national
brokerage firms and a regional stock exchange. Mr. Sullivan was formerly
Executive Director and Chief Operating Officer of NASAA (North American
Securities Administrators Association, Inc.) where he was responsible for the
development and execution of national projects and policies on behalf of state
and provincial securities regulators in the 50 US states, the Canadian
provinces, and the Republic of Mexico. Prior to that, Mr. Sullivan served as
Vice President, Listings and Government Regulation, for the Boston Stock
Exchange where he was responsible for National Stock Exchange Listings
Department. Mr. Sullivan earned a J.D. from Suffolk University Law School and a
B.A. from Stonehill College.
The NYFIX Millennium partners provided the funding for the project, which will
build upon a fully operational and already profitable NYFIX Network
infrastructure. With the majority of the infrastructure deployed and system
development building on NYFIX's existing network and applications, the Company
believes it is well positioned to provide a solution to the increasingly
fragmented equity markets without requiring a large capital commitment.
NYFIX, in an announcement last month, said that it had completed the private
sale of 125,000 shares of common stock to finance a joint venture investment.
The shares were purchased by Sawtooth Capital Management, a Los Angeles,
California investment management company and the proceeds will be used for
NYFIX's investment in NYFIX Millennium. "NYFIX has a defendable franchise and
innovative products which are ahead of the curve and will bring forth dramatic
opportunities for the equity markets," commented Bart Blout, President and
Portfolio Manager at Sawtooth.
NYFIX, Inc. (AMEX: NYF, formerly Trinitech Systems, Inc. AMEX: TSI) develops and
markets advanced electronic trading systems to brokerage firms, international
banks and global exchanges trading in equities, futures & options, and
currencies. The Company's NYFIX Network, a combined FIX and Exchange Access
Network, enables users to electronically communicate trade data among the
buy-side, sell-side, and exchange floor environments. NYFIX is the financial
community's fastest-growing intranet, with more than 400 high-speed intranet
circuits and 800 alternative routes, NYFIX processes more than 100 million
shares of equity order flow on a daily basis. The Company's goal is to become
the leading provider of real-time electronic trade entry and routing systems to
the global financial services industry. NYFIX is headquartered in Stamford,
Connecticut and maintains operations in New York, Chicago and London.
<PAGE>
NYFIX Millennium L.L.C., a subsidiary of NYFIX, Inc. (AMEX: NYF, formerly
Trinitech Systems, Inc. AMEX: TSI) is registering as a Broker/Dealer and plans
to operate in compliance with Regulation ATS. NYFIX Millennium 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. NYFIX Millennium is a Hybrid Market
System leveraging new regulation and technology with the power of the
traditional markets.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH ARE INTENDED TO BE
COVERED BY THE SAFE HARBORS CREATED THEREBY. INVESTORS ARE CAUTIONED THAT ALL
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTY, INCLUDING WITHOUT
LIMITATION, THE ABILITY OF THE COMPANY TO MARKET AND DEVELOP ITS PRODUCTS.
ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THE
ASSUMPTIONS COULD BE INACCURATE, AND THEREFORE, THERE CAN BE NO ASSURANCE THAT
THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PRESS RELEASE WILL PROVE TO BE
ACCURATE. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, 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.
Exhibit 99.2
NEWS BRIEF
FOR IMMEDIATE RELEASE
Contacts: Investors News Media
Peter Kilbinger Hansen, President John Henderson
Trinitech Systems, Inc. Rubenstein Associates
Tel: (203) 425-8000 Tel: (212) 843-8054
INTERNATIONAL BANKS AND BROKERAGE FIRMS TO START NEW ALTERNATIVE
TRADING SYSTEM (ATS) TOGETHER WITH NYFIX, THE INDUSTRY'S FASTEST
GROWING NETWORK FOR ELECTRONIC TRADING
---------
NYFIX, INC. ANNOUNCES
NYFIX MILLENNIUM L.L.C., A HYBRID INTEGRATED "ATS," EXCHANGE
ACCESS AND INTELLIGENT "BEST EXECUTION" ORDER ROUTING COMPANY
---------
STAMFORD, CT, October 27, 1999: NYFIX, Inc. (AMEX: NYF, formerly Trinitech
Systems, Inc. AMEX: TSI) today, after an extended planning period, announced the
formation of a limited liability company together with an international group of
six of the world's leading banks and brokerage firms to start an Alternative
Trading System (ATS), leveraging NYFIX, what the Company believes to be the
financial industry's fastest growing network for electronic order routing.
The new ATS, NYFIX Millennium L.L.C., is funded by NYFIX, Inc., Deutsche Bank,
ING Barings, Lehman Brothers, Morgan Stanley Dean Witter, Sanford C. Bernstein &
Co., Inc. and Warburg Dillon Read with one additional partner expected to join
shortly. In addition to providing NYFIX Millennium with working capital,
consortium members will be collaborating with NYFIX on strategic issues,
including formulating the ATS's order-handling capabilities.
"As market participants and regulators are commencing discussions on the need
for the unification of the ECN and National Markets due to rapidly developing
fragmentation, we have been intensively working on a Hybrid Market System to
address this issue for some time," commented Peter Kilbinger Hansen, NYFIX's
President and Chief Executive Officer.
"Today's equity market structure is comprised of an increasing number of
separate liquidity pools. The time-sensitive nature of order-entry and the
reality that each liquidity pool must be accessed independently forces brokers
to route an order to one destination, when in fact sometimes the 'best available
execution' can be found elsewhere. The issue of fragmentation is still evolving
and the industry's focus on what is the principal dilemma facing a unified
market will continue to shift. While profit motives and politics pose serious
obstacles, the more critical issue is the technological reality of creating a
true unified market. Regulators have recently highlighted their resolve to have
ECNs display their best priced orders in the 'public quote stream.' On the
surface, this seems like
<PAGE>
an answer, but it won't solve the 'best execution' problem and may even
frustrate it. Displaying information is one thing, the ability to 'interact with
it' is a completely different and much more technologically complex matter. We
believe NYFIX Millennium's intelligent order routing functions address this
problem," added Mr. Hansen.
"Not only are we dealing with very different technology platforms, but most of
the ECNs and the primary market also differ in their execution 'concepts,'
ranging from 'time-delayed matching cycles of anonymous limit orders to regular
market orders," Mr. Hansen said.
NYFIX Millennium is an "Integrated ATS, Exchange Access and Intelligent 'Best
Execution' Order- Routing System." The Company is integrating some very unique
ATS (ECN) execution capabilities into the NYFIX order-routing network enabling
Millennium to be the first ATS (ECN) to provide real-time integration with the
underlying liquidity of the traditional primary markets.
In addition, statistical data and intelligence have been added to the NYFIX
Network to automatically optimize on "Best-Execution" order delivery within the
National Market System and Third Markets. "While of interest to institutional
brokerage customers, we believe this function will be particularly valuable to
traditional retail and online brokers seeking an easy, instant way to 'deliver'
and 'document' that they have provided their customers with instant
'Best-Execution," said Dean Stamos, President of NYFIX Millennium.
"NYFIX currently has circuits into other ECNs and will offer inter-linkage where
there is an acceptance of our 'Best-Execution' model, incorporating the National
Market System. Our policy is to provide the customer with the 'Best Execution'
available, which means the National Market System takes the order if that is
where it belongs," added Mr. Stamos.
"In summary, with NYFIX Millennium we are leveraging our technological
leadership in advanced electronic order-routing infrastructure to contribute to
the achievement of a unified National Market System (NMS). We are committed to
continuing to provide leading technology supporting improved efficiency of the
established market, today and in the future. The addition of our Broker/Dealer
ATS and Intelligent Order-Routing component will further enhance market
liquidity and help smooth out market inefficiencies," stated Mr. Hansen.
The Company is introducing NYFIX Millennium at the two year anniversary of the
launch of NYFIX. During this period, NYFIX has deployed more than 400 secure,
high-speed frame-relay intranet circuits with 800 back-up routes, connecting the
industry for trade communication through the FIX Protocol. Volumes have quickly
reached 100-200 million shares a day and the Company sees that number continuing
to expand rapidly.
The Company also announced plans to proceed with the rollout of its EuroFIX
Data-Centers and Network. "The expansion of our NYFIX network and data center
model to the European marketplace will significantly widen the scope of our
connectivity options, enabling our customers to communicate trade data on a
global scale. We are planning to leverage our technology to provide
international links as part of a broad global strategy," said Mr. Hansen. "The
ability to supply global
<PAGE>
FIX connectivity and exchange access is a distinct advantage, enabling us to
broaden our strategy and possibly offer NYFIX Millennium on an international
scale in the future," Mr. Hansen added. NYFIX, Inc. (AMEX: NYF, formerly
Trinitech Systems, Inc. AMEX: TSI) develops and markets advanced electronic
trading systems to brokerage firms, international banks and global exchanges
trading in equities, futures & options, and currencies. The Company's NYFIX
Network, a combined FIX and Exchange Access Network, enables users to
electronically communicate trade data among the buy-side, sell-side, and
exchange floor environments. NYFIX is the financial community's fastest-growing
intranet, with more than 400 high-speed intranet circuits and 800 alternative
routes, NYFIX processes more than 100 million shares of equity order flow on a
daily basis. The Company's goal is to become the leading provider of real-time
electronic trade entry and routing systems to the global financial services
industry. NYFIX is headquartered in Stamford, Connecticut and maintains
operations in New York, Chicago and London.
NYFIX Millennium L.L.C., a subsidiary of NYFIX, Inc. (AMEX: NYF, formerly
Trinitech Systems, Inc. AMEX: TSI) is registering as a Broker/Dealer and plans
to operate in compliance with Regulation ATS. NYFIX Millennium 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. NYFIX Millennium is a Hybrid Market
System leveraging new regulation and technology with the power of the
traditional markets.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH ARE INTENDED TO BE
COVERED BY THE SAFE HARBORS CREATED THEREBY. INVESTORS ARE CAUTIONED THAT ALL
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTY, INCLUDING WITHOUT
LIMITATION, THE ABILITY OF THE COMPANY TO MARKET AND DEVELOP ITS PRODUCTS.
ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THE
ASSUMPTIONS COULD BE INACCURATE, AND THEREFORE, THERE CAN BE NO ASSURANCE THAT
THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PRESS RELEASE WILL PROVE TO BE
ACCURATE. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, 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.
