-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GpQygiivlvu+I81PD3kP/ATWavYCX7itBxZFLKNoeXpYICg8mOAuvbog78N4EJCV x1ipmbyOwQJa77Onh7W+Eg== 0001179110-05-001665.txt : 20050125 0001179110-05-001665.hdr.sgml : 20050125 20050125193601 ACCESSION NUMBER: 0001179110-05-001665 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GFI Group Inc. CENTRAL INDEX KEY: 0001292426 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 800006224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-968-4100 MAIL ADDRESS: STREET 1: 100 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jersey Partners Inc. CENTRAL INDEX KEY: 0001315120 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51103 FILM NUMBER: 05548213 BUSINESS ADDRESS: STREET 1: 1111 ROUTE 110 STREET 2: SUITE 331 CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 212.968.4100 MAIL ADDRESS: STREET 1: C/O GFI GROUP INC. STREET 2: 100 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 3 1 edgar.xml FORM 3 - X0202 3 2005-01-25 0 0001292426 GFI Group Inc. GFIG 0001315120 Jersey Partners Inc. C/O GFI GROUP INC. 100 WALL STREET NEW YORK NY 10005 0 0 1 0 Class A Common Stock 5893846 D Class B Common Stock 8421052 D Class B Common Stock 18660 I See footnote Series A Preferred Stock Common Stock 35087 D Series B Preferred Stock Common Stock 21052 I See footnote Series A Preferred Stock Common Stock 106631 I See footnote Series A Preferred Stock Common Stock 262894 I See footnote Series A Preferred Stock Common Stock 387105 I See footnote Series A Preferred Stock Common Stock 36842 I See footnote Represents 18,660 shares of Class B Common Stock and 21,052 shares of Series B Preferred Stock held by N-Two LLC, a subsidiary of Jersey Partners, Inc. Each share of Series A Preferred Stock is currently convertible and shall automatically be converted into one share of Common Stock upon the closing of the Issuer's initial public offering and has no expiration date. Each share of Series B Preferred Stock shall automatically be converted into approximately 1.06 share of Common Stock upon the closing of the Issuer's initial public offering and has no expiration date. Represents 387,105 shares of Series A Preferred Stock owned by Magnetic Holdings International (DE) LLC, 262,894 shares of Series A Preferred Stock owned by Magnetic Holdings International (DNE) LLC, 106,361 shares of Series A Preferred Stock owned by Magnetic Holdings International (FE) LLC and 36,842 shares of Series A Preferred Stock owned by Magnetic Holdings International (FNE) LLC. Magnetic Management LLC is the managing member of each of these entities and is a wholly-owned subsidiary of Jersey Partners Inc. Through Mangnetic Management LLC, Jersey Partners Inc. has voting power with respect to these shares but disclaims beneficial ownership. Christopher D'Antuono, Attorney-in-fact 2005-01-25 EX-24 2 ex24jpi.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes, and appoints each of J. Scott Pintoff and Christopher D'Antuono, each acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place, and stead of the undersigned to: 1. Prepare, execute, acknowledge, deliver, and file Forms ID, 3, 4 and 5 (including any amendments thereto) with respect to the securities of GFI Group Inc., a Delaware corporation (the "Company"), which in the discretion of such attorney-in-fact are required or advisable to be filed with the United States Securities and Exchange Commission, any national securities exchanges, and the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); 2. Seek or obtain, as the undersigned's representative and on the undersigned's behalf, information as to transactions in the Company's securities from any third party, including brokers and employee benefit plan administrators and trustees, and the undersigned hereby authorizes and approves any such release of information; and 3. Perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. This Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; 2. Any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in- fact, in his or her discretion, deems necessary or desirable; 3. Neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4. This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in- fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of January, 2005. Jersey Partners Inc. /s/ Michael Gooch By: Michael Gooch Title: President STATE OF _____) COUNTY OF ____) On this _____ day of January, 2005, ___________ personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. _________________ Notary Public My Commission Expires:____________ -----END PRIVACY-ENHANCED MESSAGE-----