UNITED STATES 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): September 19, 2002 Instinet Group Incorporated - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-32717 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 and Regulation FD Disclosure. On October 15, 2002, Instinet issued a press release announcing the Company's third quarter 2002 results. The press release is filed as Exhibit 99.1 hereto and incorporated herein by reference. Instinet Group Incorporated ("Instinet") has entered into the following intercompany agreements with Reuters Group PLC, its parent: (i) Institutional Order Entry Enhancements Agreement, dated as of September 19, 2002, between Instinet and Reuters SA. The agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference. (ii) Newport Content Services Agreement, dated as of September 19, 2002, between Instinet and Reuters Limited. The agreement is filed as Exhibit 10.2 hereto and incorporated herein by reference. (iii) Preferred Soft Dollar Agreement, dated as of September 19, 2002, between Instinet and Reuters Limited. The agreement is filed as Exhibit 10.3 hereto and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits Number Description 10.1 Institutional Order Entry Enhancements Agreement, dated as of September 19, 2002, between Instinet Group Incorporated and Reuters SA. 10.2 Newport Content Services Agreement, dated as of September 19, 2002, between Instinet Group Incorporated and Reuters Limited. 10.3 Preferred Soft Dollar Agreement, dated as of September 19, 2002, between Instinet Group Incorporated and Reuters Limited. 99.1 New Release of Instinet Group Incorporated issued October 15, 2002: Instinet Announces Third Quarter 2002 Results. 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: October 16, 2002 By: /s/ Edward J. Nicoll -------------------- Edward J. Nicoll Chief Executive Officer and Director EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.1 Institutional Order Entry Enhancements Agreement, dated as of September 19, 2002, between Instinet Group Incorporated and Reuters SA. 10.2 Newport Content Services Agreement, dated as of September 19, 2002, between Instinet Group Incorporated and Reuters Limited. 10.3 Preferred Soft Dollar Agreement, dated as of September 19, 2002, between Instinet Group Incorporated and Reuters Limited. 99.1 New Release of Instinet Group Incorporated issued October 15, 2002: Instinet Announces Third Quarter 2002 Results.