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): June 14, 2005
Knight Capital Group, Inc.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-14223 | 22-3689303 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 545 Washington Boulevard, Jersey City, NJ | 07310 | |
| (Address of principal executive offices) | (Zip Code) |
(201) 222-9400
(Registrant’s telephone number, including area code)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
Exhibit 99.1 is a copy of a slide presentation to be used by Thomas M. Joyce, Chairman and Chief Executive Officer of Knight Capital Group, Inc. (the “Company”), at an analyst conference to be held on June 14, 2005. The slides are being furnished pursuant to Item 7.01 and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Section 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
Among the points to be discussed by Mr. Joyce at the conference include the following about the Company’s Equity Markets and Asset Management segments:
| • | The Company continues to make adjustments to its Equity Markets offering in this difficult market climate, including reducing its payment for order flow rates. |
| • | The blended return for April across all assets under management in the Deephaven Capital Management LLC investment funds. |
| • | The Company’s goals for its revenue and earnings potential in 2006. |
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
| Exhibit No. |
Exhibit | |
| 99.1 | Slide Presentation for Analyst Conference on June 14, 2005. |
The presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with the costs and integration, performance and operation of the businesses being acquired by the Company, including ATTAIN and Direct Trading. Since such statements involve risks and uncertainties, the actual results and performance of the Company may turn out to be materially different from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward looking statements made in this report. Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found in the 2004 Annual Report on Form 10-K for the year ended December 31, 2004 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 of Knight Capital Group, Inc. filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission Internet site (http//www.sec.gov).
SIGNATURES
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.
| KNIGHT CAPITAL GROUP, INC. | ||||
| Dated: June 14, 2005 | By: | /s/ Thomas M. Merritt | ||
| Name: | Thomas M. Merritt | |||
| Title: | Senior Managing Director, Chief Legal Officer and Corporate Secretary | |||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 99.1 | Slide Presentation for Analyst Conference on June 14, 2005. |