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): July 24, 2001 Instinet Group Incorporated - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware [o] 13-4134098 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 3 Times Square, New York, New York 10036 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 212-310-9500 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On July 24, 2001, Instinet Group Incorporated (the "Company") issued a press release announcing the Company's second quarter 2001 update. The press release is filed as Exhibit 99 hereto and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Number Description 99 News Release of Instinet Group Incorporated issued July 24, 2001: Instinet Reports 10% Increase in Net Income in Second Quarter of 2001, and Diluted EPS of 18 Cents. 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: July 24, 2001 By: /s/ Mark Nienstedt ------------------ Mark Nienstedt Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Director EXHIBIT INDEX Exhibit 99 News Release of Instinet Group Incorporated issued July 24, 2001: Instinet Reports 10% Increase in Net Income in Second Quarter of 2001, and Diluted EPS of 18 Cents.