UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 9, 2005
INSTINET GROUP INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-32717 13-4134098
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
3 Times Square, New York, New York 10036
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(Address of principal executive offices) (zip code)
212-310-9500
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On June 9, 2005, Stephen Pagliuca tendered his resignation as a
director of Instinet Group Incorporated (the "Company"), effective immediately.
Mr. Pagliuca did not have any disagreements with the Company relating to the
Company's operations, policies or practices. In advising the Company of his
resignation, Mr. Pagliuca commented, "My increased business obligations,
together with significant business and international travel commitments, do not
allow me to continue all of my other outside board obligations. I thank my
fellow Instinet directors and Instinet management for all their hard work and
effort, including our successful completion of the Instinet sale process. I
remain fully in favor of the pending merger with Nasdaq and look forward to its
completion."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
INSTINET GROUP INCORPORATED
By: /s/ Paul A. Merolla
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Name: Paul A. Merolla
Title: Executive Vice President and General
Counsel
Date: June 14, 2005