SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2011 (October 31, 2011)
KNIGHT CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
(State or other
545 Washington Boulevard, Jersey City, NJ 07310
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Knight Capital Group, Inc.
Current Report on Form 8-K
Section 5 Corporate Governance and Management
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
(b) Effective October 31, 2011 (the Separation Date), Gregory C. Voetsch terminated his position with, and ceased serving as Executive Vice President, Head of Global Equities of, Knight Capital Group, Inc. (collectively with its affiliates, the Company or Knight).
Effective November 1, 2011, the Company announced changes to its organizational structure and management as a result of its new financial reporting segments which were effective for the Companys third quarter earnings announced on October 19, 2011. In the third quarter, Knight changed reporting segments from Equities, FICC and Corporate to Market Making, Institutional Sales and Trading, Electronic Execution Services, and Corporate and Other. The Company issued a press release announcing the management changes, which is attached as Exhibit 99.1.
|Item 9.01||Financial Statements and Exhibits|
|(a)||Financial Statements of Businesses Acquired|
|(b)||Pro Forma Financial Information |
|(c)||Shell Company Transactions |
Exhibit 99.1 Press Release of Knight Capital Group, Inc. issued on November 1, 2011.
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 undersigneds duly authorized signatory.
Dated: November 4, 2011
|KNIGHT CAPITAL GROUP, INC.|
|By:||/s/ Andrew M. Greenstein|
|Name:||Andrew M. Greenstein|
|Title:||Managing Director, Deputy General Counsel and Assistant Secretary|
|99.1||Press Release of Knight Capital Group, Inc. issued on November 1, 2011.|
KNIGHT CAPITAL GROUP ANNOUNCES CHANGES TO ORGANIZATIONAL STRUCTURE UNDER NEW FINANCIAL REPORTING SEGMENTS
JERSEY CITY, New Jersey (November 1, 2011) Knight Capital Group, Inc. (NYSE Euronext: KCG) today announced changes to its organizational structure and management under the new financial reporting segments which were effective for the third quarter earnings announced on October 19, 2011. In the third quarter, Knight changed reporting segments from Equities, FICC and Corporate to Market Making, Institutional Sales and Trading, Electronic Execution Services, and Corporate and Other.
Knights new segments better reflect how we manage the business and provide a greater level of detail on performance, said Thomas M. Joyce, Chairman and Chief Executive Officer, Knight Capital Group. In order to complete the re-alignment of resources, weve made some important adjustments to the organizational structure and management team. As a result of the changes, I believe well be better positioned to serve clients and make the most of our strengths and opportunities.
In Market Making, Senior Managing Director George Sohos will continue to oversee all global market making with added responsibility for broker-dealer sales and cash market making.
In Institutional Sales and Trading, Executive Vice President Greg Voetsch has voluntarily resigned his position to pursue other opportunities. Managing Director Joe Mazzella has been named interim head of institutional equities. Senior Managing Directors Bob Lyons and Al Lhota will continue to oversee institutional fixed income, which includes new issuance through capital markets and reverse mortgage origination.
The Electronic Execution Services segment will be run by Managing Director David Lehmann.
In his nine-year career at Knight, Greg Voetsch helped re-build institutional equities from the ground up as well as drive the sales of institutional electronic offerings Knight Direct and Hotspot FX, said Mr. Joyce. We truly appreciate his contributions and wish him nothing but the best in all future endeavors.
Under Knights new financial reporting segments, Market Making consists of all global market making which includes Knight Link and the companys activities as a Designated Market Maker at the NYSE. Institutional Sales and Trading includes full-service institutional research, sales and trading as well as equity and debt capital markets, reverse mortgage origination and asset management. Electronic Execution Services includes Knight Direct, Hotspot FX and Knight BondPoint. Corporate and Other includes strategic investments primarily in financial services-related ventures, clearing and settlement activity, corporate overhead expenses and all other expenses that are not attributable to the other reporting segments.
Knight Capital Group (NYSE Euronext: KCG) is a global financial services firm that provides access to the capital markets across multiple asset classes to a broad network of clients, including buy- and sell-side firms and corporations. Knight is headquartered in Jersey City, N.J. with a global presence across the Americas, Europe, and the Asia Pacific region. For further information about Knight, please visit www.knight.com.
Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about the Companys industry, managements beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict including, without limitation, risks associated with changes in market structure, legislative or regulatory rule changes, risks associated with changes in management of our various businesses and the costs, integration, performance and operation of businesses recently acquired or developed organically, or that may be acquired or developed organically in the future. Readers should carefully review the risks and uncertainties disclosed in the Companys reports with the U.S. Securities and Exchange Commission (SEC), including, without limitation, those detailed under the headings Certain Factors Affecting Results of Operations and Risk Factors in the Companys Annual Report on Form 10-K for the year-ended December 31, 2010, and in other reports or documents the Company files with, or furnishes to, the SEC from time to time. This information should also be read in conjunction with the Companys Consolidated Financial Statements and the Notes thereto contained in the Companys Annual Report on Form 10-K for the year-ended December 31, 2010, and in other reports or documents the Company files with, or furnishes to, the SEC from time to time.
|Margaret Wyrwas||Kara Fitzsimmons|| |
|Senior Managing Director,||Managing Director,||Director,|
|Communications, Marketing||Media Relations||Corporate Communications|
|& Investor Relations||201-356-1523 or||201-356-1529 or|