As filed with the Securities and Exchange Commission on July 23, 2003.
Post-Effective Amendment No. 2 to Registration Statement No. 333-71421-00
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
KNIGHT TRADING GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3689303
(State of incorporation) (I.R.S. employer identification no.)
____________________________________________________________________________
Newport Tower, 23rd Floor
525 Washington Blvd.
Jersey City, New Jersey 07310
(201) 222-9400
(Address of principal executive offices) (Zip code)
__________________________________________
THE KNIGHT TRADING GROUP, INC.
1998 LONG TERM INCENTIVE PLAN
(Full title of the Plan)
John H. Bluher, Esq.
Executive Vice President, General Counsel and Secretary
Knight Trading Group, Inc.
Newport Tower, 23rd Floor
525 Washington Blvd.
Jersey City, New Jersey 07310
(201) 222-9400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Matthew J. Mallow, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share (2) Price (1) Fee
=============================================================================================================
Class A Common 13,000,000 $8.29 $107,770,000 $5,043.64
Stock, par value
$.01 per share
=============================================================================================================
(1) Represents the additional number of shares of Common Stock issuable
under the Knight Trading Group, Inc. 1998 Long Term Incentive Plan.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall also cover an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act on
the basis of the average of the high and low sale prices for a share of
Common Stock as reported on The Nasdaq Stock Market on July 22, 2003.
EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
Knight Trading Group, Inc. (the "Company") originally filed a Form
S-8, under the name Knight/Trimark Group, Inc., to register 7,409,500 shares
of common stock (File No. 333-71421-00) issuable pursuant to the Knight
Trading Group, Inc. 1998 Long Term Incentive Plan (the "LTIP "), formerly
known as the Knight/Trimark 1998 Long Term Incentive Plan, and the
Knight/Trimark Group, Inc. 1998 Nonemployee Director Stock Option Plan (the
"Director Plan" and, together with the LTIP, the "Plans"). The LTIP authorized
the issuance of 7,145,500 shares, and the Director Plan authorized the
issuance of 264,000 shares. Subsequently, on May 14, 1999, the Company
effected a 2-for-1 stock split, thereby adjusting the number of shares
issuable pursuant to the Plans to 14,819,000, with 14,291,000 shares issuable
pursuant to the LTIP and 528,000 issuable pursuant to the Director Plan. On
May 17, 2000, a majority of the Company's stockholders approved an amendment
to the LTIP to increase the number of shares issuable thereunder by 10,000,000
shares, for a total of 24,291,000 shares issuable pursuant to the LTIP. The
following year, on May 16, 2001, a majority of the Company's stockholders
approved another amendment to the LTIP to increase the number of shares
issuable thereunder by 3,000,000 shares, for a total of 27,291,000 shares
issuable pursuant to the LTIP. This Post-Effective Amendment No. 2 is being
filed to register the sale of the 13,000,000 additional shares approved by the
stockholders. The contents of the Registration Statement on Form S-8 (File No.
333-71421-00), as previously amended, are incorporated by reference into this
Post-Effective Amendment No. 2.
Item 8. EXHIBITS
EXHIBIT EXHIBIT
NUMBER
5 Opinion of Counsel
23.1 Consent of Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on the signature page
of this Post-Effective Amendment).
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jersey City, State of New Jersey, on this 23rd day
of July, 2003.
KNIGHT TRADING GROUP, INC.
/s/ Thomas M. Joyce
___________________________________
Name: Thomas M. Joyce
Title: Chief Executive Officer,
President and Director
KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas M. Joyce and John B. Howard, and
each of them severally, his or her true and lawful attorney-in-fact with power
of substitution and resubstitution to sign in his or her name, place and
stead, in any and all capacities, to do any and all things and execute any and
all instruments that such attorney may deem necessary or advisable under the
Securities Exchange Act of 1934 (the "Exchange Act") and any rules,
regulations and requirements of the U.S. Securities and Exchange Commission in
connection with this Post- Effective Amendment to Form S-8 and any and all
amendments hereto, as fully for all intents and purposes as he or she might or
could do in person, and hereby ratifies and confirms all said
attorneys-in-fact and agents, each acting alone, and his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Exchange Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
/s/ Thomas M. Joyce /s/ Gary R. Griffith
_____________________ July 23, 2003 _____________________ July 23, 2003
Thomas M. Joyce Gary R. Griffith
Chief Executive Officer, Director
President and Director
/s/ John B. Howard /s/ Robert M. Lazarowitz
_____________________ July 23, 2003 _____________________ July 23, 2003
John B. Howard Robert M. Lazarowitz
Senior Managing Director, Chief Director
Financial Officer (Principal
Financial and Accounting Officer)
/s/ Anthony M. Sanfilippo /s/ Bruce R. McMaken
_____________________ July 23, 2003 ____________________ July 23, 2003
Anthony M. Sanfilippo Bruce R. McMaken
Director and Executive Vice Director
President
/s/ Charles V. Doherty /s/ Rodger O. Riney
_____________________ July 23, 2003 ____________________ July 23, 2003
Charles V. Doherty Rodger O. Riney
Chairman of the Board Director
Exhibit 5
Knight Trading Group, Inc.
Newport Tower, 23rd Floor
525 Washington Blvd.
Jersey City, NJ 07310
July 23, 2003
Knight Trading Group, Inc.
Newport Tower, 23rd Floor
525 Washington Blvd.
Jersey City, NJ 07310
Re: Post-Effective Amendment to Form S-8
Ladies and Gentlemen:
Knight Trading Group, Inc., a Delaware corporation (the "Company"),
is registering for sale under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a post-effective amendment to the registration
statement on Form S-8 (the "Registration Statement"), an additional 13,000,000
shares (the "Shares") of Class A Common Stock of the Company, par value $0.01
per share ("Common Stock"). The Shares have been reserved for issuance upon
exercise of stock options that have been granted under the Company's 1998 Long
Term Incentive Plan (the "Plan").
As General Counsel of the Company, I have general supervision over
the Company's legal affairs. In such capacity, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (a) the
Post-Effective Amendment to the Registration Statement to be filed with the
Securities and Exchange Commission (the "Commission") on the date hereof, (b)
the Plan, (c) a specimen certificate evidencing the Common Stock, (d) the
Amended and Restated Certificate of Incorporation of the Company, as presently
in effect, (e) the Amended and Restated By-Laws of the Company, as presently
in effect, (f) certain resolutions of the Board of Directors of the Company
relating to, among other things, the Plan (collectively, the "Board
Resolutions") and (g) such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth below.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In examining documents
executed or to be executed by parties other than the Company, I have assumed
that such parties had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which I did
not independently establish or verify, I have relied upon certificates,
statements or representations of officers and other representatives of the
Company, public officials and others. In rendering the opinion set forth
below, I have assumed that (i) the certificates representing the Shares under
the Plan will be manually signed by one of the authorized officers of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar and will conform to the specimen thereof examined
by me and (ii) prior to the issuance of any Shares under the Plan, the Company
and the relevant optionee will have duly entered into stock option or similar
agreements ("Agreements") in accordance with the Board Resolutions and the
Plan, as the case may be.
Based upon and subject to the foregoing, I am of the opinion that the
Shares under the Plan have been duly and validly authorized for issuance and,
when delivered and paid for in accordance with the terms of the Agreements,
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Post-Effective Amendment No. 2 to Registration Statement No.
333-71421-00. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ John H. Bluher
_______________________
John H. Bluher
Executive Vice President,
General Counsel and Secretary
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 23, 2003, except Note 18, as
to which is dated March 31, 2003 relating to the financial statements, which
appears in the 2002 Annual Report to Shareholders of Knight Trading Group,
Inc., which is incorporated by reference in Knight Trading Group's Annual
Report on Form 10-K for the year ended December 31, 2002.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
July 22, 2003