As filed with the Securities and Exchange Commission on February 27, 2001.
Registration No. 333-49056
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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eSPEED, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-4063515
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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One World Trade Center
103rd Floor
New York, New York 10048
(212)938-3773
(Address, including Zip Code, of Principal Executive Offices)
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eSPEED, INC. NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
eSPEED, INC. DEFERRAL PLAN FOR EMPLOYEES OF
CANTOR FITZGERALD, L.P. AND ITS AFFILIATES
(Full Title of the Plans)
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Stephen M. Merkel, Esq.
Senior Vice President,
General Counsel and Secretary
eSpeed,Inc.
One World Trade Center, 105th Floor
New York, New York 10048
(212)938-3773
(Name, address, and telephone number,
including area code, of agent for service)
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Copies to:
Christopher T. Jenson, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212)309-6000
Fax: (212)309-6273
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (Reg.
No. 333-49056) of eSpeed, Inc. relating to the eSpeed, Inc. Non-Qualified
Employee Stock Purchase Plan (the "Stock Purchase Plan") and the eSpeed, Inc.
Deferral Plan for employees of Cantor Fitzgerald, L.P. and its Affiliates is
filed to deregister (i) the 1,000,000 shares of Class A Common Stock registered
for the Stock Purchase Plan, none of which have been sold pursuant to the Stock
Purchase Plan, and (ii) an indeterminate number or shares of Class A Common
Stock which may become issuable as a result of stock splits, stock dividends or
similar transactions in accordance with the anti-dilution provisions of the
Stock Purchase Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 27th day of February, 2001.
eSpeed, Inc.
By: /s/ Howard W. Lutnick
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Howard W. Lutnick
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement has been signed below by the
following individuals in the capacities and on the date indicated.
/s/ Howard W. Lutnick Chairman of the Board and February 27, 2001
- -------------------------------------- Chief Executive Officer
Howard W. Lutnick (Principal Executive Officer)
/s/ Jeffrey G. Goldflam Senior Vice President and February 27, 2001
- -------------------------------------- Chief Financial Officer
Jeffrey G. Goldflam (Principal Financial and
Accounting Officer)
/s/ Frederick T. Varacchi President and Chief Operating February 27, 2001
- -------------------------------------- Officer and Director
Frederick T. Varccehi
/s/ Douglas B. Gardner Vice Chairman February 27, 2001
- --------------------------------------
Douglas B. Gardner
* Director February 27, 2001
- --------------------------------------
Richard C. Breeden
* Director February 27, 2001
- --------------------------------------
Larry R. Carter
* Director February 27, 2001
- --------------------------------------
William J. Moran
* Director February 27, 2001
- --------------------------------------
Joseph P. Shea
1
* By: /s/ Howard W. Lutnick
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Howard W. Lutnick, Attorney-In-Fact
Pursuant to the requirements of the Securities Act, the Administrator of
the eSpeed, Inc. Deferral Plan for Employees of Cantor Fitzgerald, L.P. and its
Affiliates has duly caused this Post-Effective Amendment No. 1 to Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 27th day of
February, 2001.
By: Administrative Committee of eSpeed, Inc. Deferral Plan for Employees
of Cantor Fitzgerald, L.P. and its Affiliates, as Plan Administrator
By: /s/ Frederick T. Varacchi
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Name: Frederick T. Varacchi
Title: Member of the Administrative Committee of eSpeed, Inc.
Deferral Plan for Employees of Cantor Fitzgerald, L.P.
and its Affiliates