SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NYFIX, INC.
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(Exact name of Registrant as specified in its charter)
New York 06-1344888
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
333 Ludlow Street, Stamford, Connecticut 06902
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(Address of principal executive offices) (Zip code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Each
to be so registered Class is to be Registered
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Preference Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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Item 1. Description of Securities To Be Registered.
Item 1 is hereby amended by adding the following paragraph:
On October 25, 1999, NYFIX, Inc. (formerly known as Trinitech
Systems, Inc.) (the "Company") entered into an amendment (the "First Amendment")
to the Rights Agreement (the "Rights Agreement"), dated as of September 1, 1997,
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent"). The First Amendment, entered into by and between the
Company and the Rights Agent, amends the Rights Agreement to change the name of
the Company, where it appears in the Rights Agreement, to reflect the Company's
new name, NYFIX, Inc. The First Amendment is attached hereto as Exhibit 3 and
incorporated herein by reference.
Item 2. Exhibits.
Item 2 is hereby amended by adding a new Exhibit 3 as follows:
3. First Amendment to Rights Agreement, dated as of October
25, 1999, between Trinitech Systems, Inc. and ChaseMellon
Shareholder Services, L.L.C.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 28, 1999 NYFIX, INC.
By: /s/ Peter Kilbinger Hansen
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Name: Peter Kilbinger Hamsen
Title: President
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EXHIBIT LIST
3. First Amendment to Rights Agreement, dated as of October 25, 1999, between
Trinitech Systems, Inc. and Chase Mellon Shareholder Services, L.L.C.
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment, dated as of October 25, 1999, amends the Rights Agreement
dated as of September 1, 1997, between Trinitech Systems, Inc. (the "Company")
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent"). Terms defined in the Rights Agreement and not otherwise defined herein
are used herein as so defined.
W I T N E S S E T H
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WHEREAS, on September 1, 1997, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one one-hundredth of a Preference Share; and
WHEREAS, the Board of Directors of the Company authorized and declared a
dividend distribution of one Right for every share of Common Stock of the
Company outstanding on September 19, 1997 and authorized the issuance of one
Right (subject to certain adjustments) for each share of Common Stock of the
Company issued between the Record Date and the Distribution Date; and
WHEREAS, the Company has obtained the requisite approval of the Company's
Board of Directors and shareholders in order to change the Company's name to
NYFIX, Inc.; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors now unanimously desires to amend certain provisions of the Rights
Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
i. The entire Rights Agreement is amended by deleting the name "Trinitech
Systems, Inc." in all the places it appears, including but not limited
to Exhibits A, B and C to the Rights Agreement, and substituting in
lieu thereof the name "NYFIX, Inc."
ii. Each reference in the Rights Agreement to "this Agreement," and each
use in the Rights Agreement of terms such as "herein," "hereof" and
"hereunder," shall mean and be a reference to the Rights Agreement as
amended hereby.
iii. Except as specifically provided in this Amendment, the Rights
Agreement shall remain in full force and effect and shall in no way be
amended, modified or affected.
iv. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute one and
the same instrument.
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<PAGE>
IN WITNESS WHEREOF, this Amendment has been signed to be effective as of
the close of business on this 25th day of October, 1999 by authorized
representatives of each of the Company and the Rights Agent.
TRINITECH SYSTEMS, INC.
By: /s/ Peter Kilbinger Hansen
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Peter Kilbinger Hansen
President
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C.
By: /s/ Lenore LeConche
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Lenore LeConche
Assistant Vice President
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