UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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, 2005
Instinet Group Incorporated
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32717 13-4134098
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3 Times Square, New York, New York 10036
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Registrant's telephone number, including area code: 212-310-9500
Not Applicable
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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):
_ 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 8.01. other events.
On September 21, 2005, Instinet Group Incorporated ("Instinet Group") issued a press release announcing that, with a majority vote, its shareholders adopted the Agreement and Plan of Merger between Instinet Group, The Nasdaq Stock Market, Inc. ("NASDAQ") and Norway Acquisition Corp., a wholly owned subsidiary of NASDAQ, which was entered into on April 22, 2005. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Number Description
99.1 Press Release of Instinet Group Incorporated issued September 21, 2005: Instinet Group Shareholders Approve Nasdaq Merger Agreement
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 thereto duly authorized.
INSTINET GROUP INCORPORATED
Registrant
Date: September 21, 2005
By: /s/ John F. Fay
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John F. Fay
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release of Instinet Group Incorporated issued September 21, 2005: Instinet Group Shareholders Approve Nasdaq Merger Agreement
