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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2008
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 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
140 Broadway, 42nd Floor
New York, New York 10005
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code (212) 813-6000
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(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 2.01 Completion of Acquisition or Disposition of Assets
This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed
by MarketAxess Holdings Inc. (the “Company”) on March 6, 2008 (the “Initial Form
8-K”) to include financial statements and pro forma financial information permitted pursuant to
Item 9.01 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the
Initial Form 8-K no later than 71 days after the date the Initial Form 8-K was required to be
filed.
As previously announced, on March 5, 2008, the Company acquired Greenline Financial
Technologies, Inc., an Illinois corporation (“GFT”) (the “Acquisition”), pursuant
to a Stock Purchase and Investment Agreement, dated March 5, 2008 (the “Purchase
Agreement”), by and among MarketAxess Technologies Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company (the “Buyer”), GFT, the Sellers party thereto (the
“Sellers”) and the Sellers’ Representative party thereto. Under the terms of the Purchase
Agreement, the Buyer acquired all of the outstanding capital stock of GFT and approximately ten
percent of the outstanding capital stock of TradeHelm, Inc., a Delaware corporation that was spun
out from GFT immediately prior to the Acquisition. The aggregate consideration paid by the Buyer
to the Sellers was $35,000,000 in cash and 725,923 shares of common stock of the Company. In
addition, the Sellers are eligible to receive up to an aggregate of $3,000,000 in cash, subject to
GFT attaining certain earn-out targets set forth in the Purchase Agreement. The cash portion of
the purchase price is subject to a post-closing adjustment based on the net working capital of GFT
on the closing date, on customary terms.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired.
The audited consolidated financial statements of GFT as of and for the year ended December 31,
2007 are filed as Exhibit 99.1 to this amendment and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma financial information of the Company for the year ended December 31,
2007 and for the three months ended March 31, 2008 is attached as Exhibit 99.2 to this amendment
and is incorporated herein by reference.
(d) Exhibits.
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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99.1
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Audited Consolidated Financial Statements of GFT as of and for the year ended
December 31, 2007. |
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99.2
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Unaudited Pro Forma Financial Information of the Company for the year ended
December 31, 2007 and for the three months ended March 31, 2008. |
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