S-8

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As filed with the Securities and Exchange Commission on May 29, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INVESTMENT TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-2848406
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

380 Madison Avenue
New York, New York 10017
(Address of principal executive offices)

Investment Technology Group, Inc. 1994 Stock Option and Long-term Incentive Plan,
as Amended and Restated

Investment Technology Group, Inc. Non-Employee Directors' Stock Option Plan,
as Amended and Restated
(Full title of the plans)

P. Mats Goebels, Esq.
Investment Technology Group, Inc.
380 Madison Avenue
New York, New York 10017
(212) 588-4000

(Name, address, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.01 per share (1)	12,500,000(1)	$39.36(2)	$492,000,000.00	$45,264.00(3)

(1)

This registration statement covers shares of Common Stock, $.01 par value, of Investment Technology Group, Inc. that may be offered and sold from time to time pursuant to the Company's 1994 Stock Option and Long-Term Incentive Plan, as amended and restated (12,250,000 shares), and the Company's Non-Employee Directors' Stock Option Plan, as amended and restated (250,000 shares). Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or other transactions triggering adjustments in accordance with the anti-dilution and adjustment provisions of the Plans.

(2)

Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for shares of Common Stock on May 28, 2002, as reported on the New York Stock Exchange.

(3)

Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: $92 per $1,000,000 of the maximum aggregate offering price.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*

As permitted by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424(b) under the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents have been filed by Investment Technology Group, Inc. ("the "Registrant" or the "Company") with the Securities and Exchange Commission (the "Commission") (File No. 0-23644) and are hereby incorporated by reference in this Registration Statement:

        The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

        The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002;

        The Company's Current Report on Form 8-K filed on March 4, 2002; and

The description of the Common Stock of the Company contained in the Company's Registration Statement on Form S-4 (No. 333-74723, filed with the Commission on March 19, 1999), including any other amendment or report filed for the purpose of updating such description.

        In addition, all reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The legality of the shares of Common Stock offered hereby has been passed upon for the Registrant by P. Mats Goebels, General Counsel and Secretary of the Registrant. As of May 29, 2002, Mr. Goebels beneficially owned 8,974 shares of the Company's Common Stock and options to purchase 12,500 additional shares.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company is incorporated under the laws of the State of Delaware. Sections 102 and 145 of the Delaware General Corporation Law (the "DGCL") set forth the conditions and limitations governing the indemnification of officers, directors and other persons by Delaware corporations.

        Generally, Section 145 of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such

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action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, a Delaware corporation may similarly indemnify such person for expenses actually and reasonably incurred by him or her in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall have determined upon application, that, despite the adjudication of liability by in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a present or former director or officer of a Delaware corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

        Generally, Section 102(b)(7) of the DGCL provides that the certificate of incorporation of a Delaware corporation may contain provisions eliminating or limiting the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date which such provisions became effective.

        Section 145 of the DGCL provides that a Delaware corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against the same pursuant to the provisions of the DGCL.

        Our certificate of incorporation, as amended, provides for indemnification of directors and officers for liabilities and expenses incurred in defending actions brought against them in such capacities. Our certificate of incorporation provides that we shall indemnify our directors and officers to the maximum extent now or hereafter permitted by law.

        We maintain directors' and officers' liability insurance covering all of our directors and officers against claims arising out of the performance of their duties.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

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ITEM 8.    EXHIBITS.

        The following is a complete list of exhibits filed or incorporated by reference as a part of this Registration Statement:

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
4.2	Amended and Restated bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
5.1*	Opinion of General Counsel of the Company with respect to the legality of the Common Stock being registered hereby.
23.1*	Consent of General Counsel of the Company (included in Exhibit 5.1).
23.2*	Consent of Independent Auditors.
24*	Powers of Attorney (included on page II-5 of this Registration Statement).

*

Filed herewith.

ITEM 9.    UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

        1.    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

        (i)    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

        (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; or

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that if the information required to be included in a post-effective amendment by paragraphs (1)(i) and (ii) above is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement, then paragraphs (1)(i) and (ii) shall not apply.

        2.    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

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offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

        3.    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this 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 May 29, 2002.

INVESTMENT TECHNOLOGY GROUP, INC.

/s/  RAYMOND L. KILLIAN, JR.

Name: Raymond L. Killian, Jr.

Title: Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY

        KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby appoints Raymond L. Killian, Jr., Howard C. Naphtali and P. Mats Goebels, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or post-effective amendments to the Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  RAYMOND L. KILLIAN, JR. (Raymond L. Killian, Jr.)	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	May 29, 2002
/s/  HOWARD C. NAPHTALI (Howard C. Naphtali)	Managing Director and Chief Financial Officer (Principal Financial Officer)	May 29, 2002
/s/  ANGELO BULONE (Angelo Bulone)	Vice President and Controller (Principal Accounting Officer)	May 29, 2002
/s/  FRANK E. BAXTER (Frank E. Baxter)	Director	May 29, 2002

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/s/  J. WILLIAM BURDETT (J. William Burdett)	Director	May 29, 2002
/s/  NEAL S. GARONZIK (Neal S. Garonzik)	Director	May 29, 2002
/s/  WILLIAM I JACOBS (William I Jacobs)	Director	May 29, 2002
/s/  ROBERT L. KING (Robert L. King)	Director	May 29, 2002
/s/  MARK A. WOLFSON (Mark A. Wolfson)	Director	May 29, 2002

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Exhibit Index

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
4.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
5.1*	Opinion of General Counsel of the Company with respect to the legality of the Common Stock being registered hereby.
23.1*	Consent of General Counsel of the Company (included in Exhibit 5.1).
23.2*	Consent of Independent Auditors.
24*	Powers of Attorney (included on page II-5 of this Registration Statement).

*

Filed herewith.

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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
Exhibit Index

EX-5.1

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CONSENT OF GENERAL COUNSEL OF THE COMPANY

Exhibit 5.1

[LETTERHEAD OF INVESTMENT TECHNOLOGY GROUP, INC.]

May 29, 2002

Re: Form S-8 Relating to 1994 Stock Option and Long-Term Incentive Plan,
as amended and restated, and the
Non-Employee Directors' Stock Option Plan, as amended and restated

Ladies and Gentlemen:

        I am General Counsel to Investment Technology Group, Inc., a Delaware corporation (the "Company"). The Company is filing a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to 12,250,000 shares of the Company's common stock (the "1994 Option Plan Registered Shares"), par value $.01 per share, offered under the Company's 1994 Stock Option and Long-Term Incentive Plan, as amended and restated (the "1994 Option Plan"), and 250,000 shares of the Company's common stock (the "Non-Employee Directors' Option Plan Registered Shares"; and together with the 1994 Option Plan Registered Shares, the "Registered Shares"), par value $.01 per share, offered under the Company's Non-Employee Directors' Stock Option Plan, as amended and restated (the "Non-Employee Directors' Option Plan"; and together with the 1994 Option Plan, the "Plans").

        In connection with this opinion, I have examined the Registration Statement, the Certificate of Incorporation and Bylaws of the Company, certain of the Company's corporate proceedings as reflected in its minute books, the Plans and such other records as I have deemed relevant. In addition, I have made such other examinations of law and fact as I have deemed appropriate in order to form a basis for the opinion hereinafter expressed. In my opinion, the Registered Shares that may be originally issued by the Company in connection with the Plans, when and to the extent issued in accordance with the terms of the Plans and the resolution authorizing the Plans for a price per share not less than the par value thereof, will be duly authorized, validly issued, fully paid and non-assessable.

        In rendering this opinion, I express no opinion as to the laws of any jurisdiction other than the laws of the United States, the laws of the State of New York and the Delaware General Corporation Law.

        I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion and consent, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours

/s/ P. Mats Goebels
Managing Director, General Counsel
And Secretary

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CONSENT OF GENERAL COUNSEL OF THE COMPANY

EX-23.2

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CONSENT OF INDEPENDENT AUDITORS

Exhibit 23.2

Independent Auditors' Consent

Board of Directors
Investment Technology Group, Inc. and Subsidiaries:

        We consent to incorporation by reference in the Registration Statement on Form S-8 of Investment Technology Group, Inc. dated May 29, 2002 of our report dated January 17, 2002, relating to the consolidated statements of financial condition of Investment Technology Group, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 annual report on Form 10-K of Investment Technology Group, Inc.

/s/ KPMG LLP

New York, New York
May 28, 2002

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CONSENT OF INDEPENDENT AUDITORS
Independent Auditors' Consent