As filed with the Securities and Exchange Commission on September 25, 2018
Registration No. 333-
UNITED STATES
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
(State or Other Jurisdiction of Incorporation or Organization)
95-2848406
(I.R.S. Employer Identification No.)
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One Liberty Plaza |
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165 Broadway |
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New York, NY |
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10006 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
INVESTMENT TECHNOLOGY GROUP, INC.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Angélique F. M. DeSanto, Esq.
Investment Technology Group, Inc.
One Liberty Plaza
165 Broadway
New York, NY 10006
(Name, and Address of Agent for Service)
(212) 588-4000
(Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Securities to be |
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Amount to be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Common Stock, par value $.01 per share |
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350,000 |
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$ |
21.24 |
(2) |
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7,432,250 |
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925.32 |
(3) | |
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(1) |
This registration statement (the “Registration Statement”) covers shares of Common Stock, par value $.01 per share, of Investment Technology Group, Inc. (the “Company”) which may be offered and sold from time to time pursuant to the Company’s Amended and Restated Employee Stock Purchase Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, 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 similar transactions in accordance with the anti-dilution provisions of the Plan. | ||||||||||||
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(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 September 18, 2018, as reported on the New York Stock Exchange. | ||||||||||||
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(3) |
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: $124.50 per $1,000,000 of proposed maximum aggregate offering price. | ||||||||||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement is filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, with respect to 350,000 additional shares of Common Stock that may be issued under the Investment Technology Group, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”), as approved by our stockholders at the annual meeting of our stockholders on June 7, 2018. The contents of our Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission on December 19, 1997 (Registration No. 333-42725, as amended by post-effective amendment no. 1 filed on April 28, 1999), January 8, 2009 (Registration No. 333-156634) and June 12, 2013 (Registration No. 333-189268) relating to the Plan are incorporated herein by reference except as otherwise updated or modified by this filing.
Item 8. Exhibits.
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Exhibit No. |
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Description |
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4.1 |
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4.2 |
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5.1 |
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23.1 |
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Consent of General Counsel of the Company (included in Exhibit 5.1). |
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23.2 |
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24.1 |
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Power of Attorney (included on the signature page of this Registration Statement). |
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99.1 |
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Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 25th day of September, 2018.
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Investment Technology Group, Inc. | |
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By: |
/s/ Francis J. Troise |
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Name: Francis J. Troise | |
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Title: Chief Executive Officer and President | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of Investment Technology Group, Inc. hereby names, constitutes and appoints Francis J. Troise, Steven R. Vigliotti, and Angélique F. M. DeSanto, or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities to sign this Registration Statement and any and all amendments to the Registration Statement (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them acting alone, the full power and authority to do and perform every act and thing requisite, necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as any such officer or director might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute, lawfully does or causes to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated, on this 25th day of September, 2018.
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Signature |
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Title |
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/s/ Francis J. Troise |
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Chief Executive Officer, President and Director (Principal Executive Officer) |
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Francis J. Troise |
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/s/ Steven R. Vigliotti |
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Managing Director, Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) |
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Steven R. Vigliotti |
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/s/ Angelo Bulone |
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Managing Director and Controller (Principal Accounting Officer) |
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Angelo Bulone |
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/s/ Minder Cheng |
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Director (Chairman) |
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Minder Cheng |
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/s/ Brian G. Cartwright |
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Director |
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Brian G. Cartwright |
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/s/ Timothy L. Jones |
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Director |
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Timothy L. Jones |
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/s/ R. Jarrett Lilien |
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Director |
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R. Jarrett Lilien |
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/s/ Kevin J. Lynch |
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Director |
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Kevin J. Lynch |
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/s/ Lee M. Shavel |
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Director |
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Lee M. Shavel |
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/s/ Steven S. Wood |
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Director |
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Steven S. Wood |
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