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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 21, 2006
MarketAxess Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-50670
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52-2230784 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
140
Broadway,
42ndFloor
New York, New York 10005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 813-6000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On September 13, 2006, MarketAxess Holdings Inc. (the “Company”) and Thomas M. Thees, its
Chief Operating Officer, entered into a Waiver and General Release (the “Agreement”) in connection
with the cessation of Mr. Thees’s employment with the Company on September 12, 2006 (the
“Termination Date”). In accordance with its terms, the Agreement became effective on September 21,
2006.
The Agreement contains a general release by Mr. Thees of any and all claims against the
Company and its affiliates arising on or prior to the Termination Date. Subject to Mr. Thees’
compliance with all of his obligations under the Agreement, Mr. Thees will (i) continue to be paid
his current salary for a period of four weeks from the Termination Date, (ii) receive a severance
bonus of $425,000 at the time bonuses are paid to the Company’s senior executive officers, but not
later than January 31, 2007, and (iii) subject to Mr. Thees not engaging in competition (as defined
in the Proprietary Information and Non-Competition Agreement between the Company and Mr. Thees,
dated February 8, 2005) on or prior to September 14, 2007, receive an additional lump sum severance
payment of $389,500 on September 14, 2007.
The foregoing description of the severance payments and general release is only a summary and
is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit
10.1 hereto and is incorporated by reference into this Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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10.1 Waiver and General Release, dated September 13, 2006, by and between the
Company and Thomas M. Thees.
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