UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-32717
---------
Instinet Group Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction 13-4134098
of Incorporation or Organization) (IRS Employer
Identification No.)
3 Times Square, New York, NY 10036
(Address of Principal Executive Offices) (Zip Code)
(212) 310-9500
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-- --
Number of shares outstanding of each of the registrant's classes of Common Stock
at August 13, 2002.
Common Stock, $0.01 par value 248,553,515 Shares
EXPLANATORY NOTE
This Amendment to the registrant's Quarterly Report on Form 10-Q for
the period ended June 30, 2002, filed with the Securities and Exchange
Commission on August 13, 2002 (the "Original Report on Form 10-Q"), is being
filed solely for the purpose of filing Exhibit 99.1 to the Original Report on
Form 10-Q. Exhibit 99.1 was inadvertently omitted from the EDGAR filing of the
Original Report on Form 10-Q. No changes or additions to the text are being made
hereby to the Original Report on Form 10-Q.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed or incorporated by reference as part
of this quarterly report on Form 10-Q:
Exhibit
Number Description
- --------- ------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of June 9, 2002, among
Instinet Group Incorporated, Instinet Merger Corporation and
Island Holding Company, Inc., (Incorporated by reference to
Exhibit 2.1 of the Company's Registration Statement on Form S-4
(Registration No. 333-97071))
3.1 Certificate of Incorporation of Instinet Group Incorporated
(Incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-55190))
3.2 Bylaws of Instinet Group Incorporated (Incorporated by reference
to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 000-32717)) for the quarterly period ended
June 30, 2001)
3.3 Form of Proposed Amended and Restated Certificate of
Incorporation of Instinet Group Incorporated (Incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-4 (Registration No. 333-97071))
3.4 Form of Proposed Amended and Restated Bylaws of Instinet Group
Incorporated (Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4 (Registration No.
333-97071))
4.1 Form of Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-1
(Registration No. 333-55190))
4.2 Corporate Agreement between Instinet Group Incorporated and
Reuters Limited, dated May 17, 2001 (Incorporated by reference to
Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 000-32717)) for the quarterly period ended
June 30, 2001)
4.3 Rights Agreement between Instinet Group Incorporated and Mellon
Investor Services, dated May 15, 2001 (Incorporated by reference
to Exhibit 4.3 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 000-32717)) for the quarterly period ended
June 30, 2001)
4.4 Amended and Restated Rights Agreement, dated as of June 9, 2002,
by and between Reuters Limited and Instinet Group Incorporated
(Incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form S-4 (Registration No. 333-97071))
10.1 Datek Stockholders Agreement, dated as of June 9, 2002, by and
among Instinet Group Incorporated, Reuters Limited and Datek
Online Holdings Corp. (Incorporated by reference to Exhibit 10.2
of the Company's Registration Statement on Form S-4 (Registration
No. 333-97071))
10.2 Stockholders Agreement, dated as of June 9, 2002, by and among
Instinet Group Incorporated, Reuters Limited, Reuters C Corp.,
Reuters Holdings Switzerland SA, the other entities listed on
Exhibit B thereto and Edward Nicoll (Incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-4
(Registration No. 333-97071))
10.3 Company Voting Agreement, dated as of June 9, 2002, by and among
Island Holding Company, Inc., the stockholders of Island Holding
Company, Inc., and Instinet Group Incorporated (Incorporated by
reference to Exhibit 10.4 of the Company's Registration Statement
on Form S-4 (Registration No. 333-97071))
10.4 Parent Voting Agreement, dated as of June 9, 2002, by and among
Reuters Limited, Reuters C Corp and Reuters Holdings Switzerland
SA, Island Holding Company, Inc., and Instinet Group Incorporated
(Incorporated by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-4 (Registration No. 333-97071))
10.5 Datek Voting Agreement, dated as of June 9, 2002, by and between
Datek Online Holdings Corp. and Instinet Group Incorporated
(Incorporated by reference to Exhibit 10.6 of the Company's
Registration Statement on Form S-4 (Registration No. 333-97071))
10.6 Registration Rights Agreement Term Sheet (Incorporated by
reference to Exhibit 10.7 of the Company's Registration Statement
on Form S-4 (Registration No. 333-97071))
10.7** Institutional Order Entry Agreement, dated as of May 4, 2001,
between Instinet Corporation and Bridge Trading Company
10.8** Commission Sharing Agreement, dated as of April 23, 2002, between
Instinet Corporation and Bridge Trading Company
10.9** Non-Exclusive Limited Patent License Agreement, effective as of
August 2, 2002, between Instinet Group Incorporated and Reuters
Limited
99.1* Information Incorporated by reference into Form 10-Q (Risk
Factors from the Prospectus)
- ---------------
* Filed herewith
** Previously filed
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 thereunto duly authorized.
Dated: August 23, 2002
INSTINET GROUP INCORPORATED
By: /s/ PAUL A. MEROLLA
--------------------------------
Title: Executive Vice President,
General Counsel and Secretary
(Duly Authorized Officer)
By: /s/ MICHAEL CLANCY
--------------------------------
Name: Michael J. Clancy
Title: Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Description
- --------- ------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of June 9, 2002, among
Instinet Group Incorporated, Instinet Merger Corporation and
Island Holding Company, Inc., (Incorporated by reference to
Exhibit 2.1 of the Company's Registration Statement on Form S-4
(Registration No. 333-97071))
3.1 Certificate of Incorporation of Instinet Group Incorporated
(Incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-1 (Registration No. 333-55190))
3.2 Bylaws of Instinet Group Incorporated (Incorporated by reference
to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 000-32717)) for the quarterly period ended
June 30, 2001)
3.3 Form of Proposed Amended and Restated Certificate of
Incorporation of Instinet Group Incorporated (Incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form S-4 (Registration No. 333-97071))
3.4 Form of Proposed Amended and Restated Bylaws of Instinet Group
Incorporated (Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4 (Registration No.
333-97071))
4.1 Form of Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-1
(Registration No. 333-55190))
4.2 Corporate Agreement between Instinet Group Incorporated and
Reuters Limited, dated May 17, 2001 (Incorporated by reference to
Exhibit 4.2 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 000-32717)) for the quarterly period ended
June 30, 2001)
4.3 Rights Agreement between Instinet Group Incorporated and Mellon
Investor Services, dated May 15, 2001 (Incorporated by reference
to Exhibit 4.3 of the Company's Quarterly Report on Form 10-Q
(Commission File No. 000-32717)) for the quarterly period ended
June 30, 2001)
4.4 Amended and Restated Rights Agreement, dated as of June 9, 2002,
by and between Reuters Limited and Instinet Group Incorporated
(Incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form S-4 (Registration No. 333-97071))
10.1 Datek Stockholders Agreement, dated as of June 9, 2002, by and
among Instinet Group Incorporated, Reuters Limited and Datek
Online Holdings Corp. (Incorporated by reference to Exhibit 10.2
of the Company's Registration Statement on Form S-4 (Registration
No. 333-97071))
10.2 Stockholders Agreement, dated as of June 9, 2002, by and among
Instinet Group Incorporated, Reuters Limited, Reuters C Corp.,
Reuters Holdings Switzerland SA, the other entities listed on
Exhibit B thereto and Edward Nicoll (Incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-4
(Registration No. 333-97071))
10.3 Company Voting Agreement, dated as of June 9, 2002, by and among
Island Holding Company, Inc., the stockholders of Island Holding
Company, Inc., and Instinet Group Incorporated (Incorporated by
reference to Exhibit 10.4 of the Company's Registration Statement
on Form S-4 (Registration No. 333-97071))
10.4 Parent Voting Agreement, dated as of June 9, 2002, by and among
Reuters Limited, Reuters C Corp and Reuters Holdings Switzerland
SA, Island Holding Company, Inc., and Instinet Group Incorporated
(Incorporated by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-4 (Registration No. 333-97071))
10.5 Datek Voting Agreement, dated as of June 9, 2002, by and between
Datek Online Holdings Corp. and Instinet Group Incorporated
(Incorporated by reference to Exhibit 10.6 of the Company's
Registration Statement on Form S-4 (Registration No. 333-97071))
10.6 Registration Rights Agreement Term Sheet (Incorporated by
reference to Exhibit 10.7 of the Company's Registration Statement
on Form S-4 (Registration No. 333-97071))
10.7** Institutional Order Entry Agreement, dated as of May 4, 2001,
between Instinet Corporation and Bridge Trading Company
10.8** Commission Sharing Agreement, dated as of April 23, 2002, between
Instinet Corporation and Bridge Trading Company
10.9** Non-Exclusive Limited Patent License Agreement, effective as of
August 2, 2002, between Instinet Group Incorporated and Reuters
Limited
99.1* Information Incorporated by reference into Form 10-Q (Risk
Factors from the Prospectus)
- ---------------
* Filed herewith
** Previously filed