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 20, 2002
Instinet Group Incorporated
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32717 13-4134098
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3 Times Square, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
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)
Item 2. Acquisition or Disposition of Assets.
On September 20, 2002, Instinet Group Incorporated ("Instinet")
completed its acquisition of Island Holding Company, Inc. ("Island"), the parent
company of The Island ECN. In the acquisition, each share of Island Class L
common stock was converted into 27.8031 shares of Instinet common stock and each
share of Island Class A-1 common stock was converted into 1.3049 shares of
Instinet common stock.
Instinet's Registration Statement on Form S-4 (Registration No.
333-97071), which was declared effective by the Securities and Exchange
Commission on August 8, 2002 (the "Registration Statement") sets forth
information regarding the acquisition, Instinet and Island, including a brief
description of the assets involved, the nature and amount of consideration given
therefor, the principle followed in determining the amount of such
consideration, the nature of any material relationships between Island and
Instinet or any officer or director of Instinet or any associate of any such
officer or director, the nature of Island's business and Instinet's intended use
of the assets acquired in the acquisition under the captions "THE
MERGER-Interests of Island's Directors, Executive Officers and Principal
Stockholders in the Merger" "THE MERGER- Operations Following the Merger" "THE
MERGER AGREEMENT AND RELATED AGREEMENTS" "INFORMATION ABOUT ISLAND." We hereby
incorporate by reference those sections from the Registration Statement into
this report on Form 8-K.
Item 5. Other Events and Regulation FD Disclosure.
On September 20, 2002, Instinet filed with the Secretary of State of
Delaware an amended and restated certificate of incorporation (the "Amended and
Restated Certificate of Incorporation") in connection with the acquisition. The
Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto
and incorporated herein by reference.
Effective September 20, 2002, Instinet adopted amended and restated
bylaws (the "Amended and Restated Bylaws") in connection with the acquisition.
The Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and incorporated
herein by reference.
On September 20, 2002, Instinet issued a press release announcing the
closing of the acquisition. The press release is filed as Exhibit 99.2 hereto
and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Number Description
3.1 Amended and Restated Certificate of Incorporation of Instinet
Group Incorporated
3.2 Amended and Restated Bylaws of Instinet Group Incorporated
99.1 Information Incorporated by reference into Form 8-K
(Information regarding the acquisition from the Registration
Statement)
99.2 Press Release of Instinet Group Incorporated issued September
20, 2002: Instinet and Island ECN Close Historic Merger
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 23, 2002
By: /s/ Mark Nienstedt
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Mark Nienstedt
President, Chief Financial
Officer and Director
EXHIBIT INDEX
Exhibit Number Description
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3.1 Amended and Restated Certificate of Incorporation of
Instinet Group Incorporated
3.2 Amended and Restated Bylaws of Instinet Group
Incorporated
99.1 Information Incorporated by reference into Form 8-K
(Information regarding the acquisition from the
Registration Statement)
99.2 Press Release of Instinet Group Incorporated issued
September 20, 2002: Instinet and Island ECN Close
Historic Merger