As filed with the Securities and Exchange Commission on January 27, 2000
Registration No. 333-93943
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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)
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333 Ludlow Street
Stamford, Connecticut 06902
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(Address and telephone number of
Registrant's Principal Executive Offices)
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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
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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. / /
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. / /
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<PAGE>
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 filed by NYFIX, Inc. on December 30, 1999 (Registration No. 333-93943)
is being filed to include a legal opinion pursuant to Rule 462(d) under the
Securities Exchange Act of 1934, as amended.
The Prospectus which forms a part of this Post-Effective Amendment No.
1 is identical to the Prospectus included in the Registration Statatment as
filed with the Commission on December 30, 1999, which Prospectus is not
separately included in this Post-Effective Amendment No. 1
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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)
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.
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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 the signature page of the
Registration Statement, as originally filed)
- - -------------------------------
* previously filed
** filed herewith
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.
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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.
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<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
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut on this 26th of January, 2000.
NYFIX, INC.
By: /s/ Richard A. Castillo
-----------------------------------
Name: Richard A. Castillo
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
* Chairman of the Board January 26, 2000
- - -------------------------- (Principal Executive Officer)
Peter Kilbinger Hansen
* Chief Financial Officer January 26, 2000
- - -------------------------- (Principal Accounting Officer)
Richard A. Castillo
* Director January 26, 2000
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Dr. John H. Chapman
* Director January 26, 2000
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Craig M. Shumate
* Director January 26, 2000
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Carl E. Warden
* By: /s/ Richard A. Castillo
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Richard A. Castillo
Attorney-in-fact
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<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 the signature page of the
Registration Statement, as originally filed)
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* previously filed
** filed herewith
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
January 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: NYFIX, Inc.-
Registration Statement on Form S-3
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3
dated December 30, 1999 (the "Registration Statement"), filed with the
Securities and Exchange Commission by NYFIX, Inc., a New York corporation (the
"Company"). The Registration Statement relates to an aggregate of 1,312,500
shares (the "Shares") of common stock, par value $.001 per share (the "Common
Stock"), which were previously issued by the Company to the selling stockholders
named in the Registration Statement.
We advise you that we have examined, among other things,
originals or copies certified or otherwise identified to our satisfaction of the
Certificate of Incorporation and By-laws of the Company, minutes of meetings of
the Board of Directors and stockholders of the Company and such other documents,
instruments and certificates of officers and representatives of the Company and
public officials, and we have made such examination of the law, as we have
deemed appropriate as the basis for the opinion hereinafter expressed. In making
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies.
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Securities and Exchange Commission
January 25, 2000
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Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
We hereby consent to use of this opinion in the Registration
Statement and Prospectus, and to the use of our name in the Prospectus under the
caption "Legal Matters".
We advise you that members of this firm own shares of Common
Stock.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
