SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2012
KNIGHT CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-14223 | 22-3689303 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No. |
545 Washington Boulevard, Jersey City, NJ 07310
(Address of principal executive offices) (Zip Code)
(201) 222-9400
(Registrant’s 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
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired |
Not Applicable
| (b) | Pro Forma Financial Information |
Not Applicable
| (c) | Shell Company Transactions |
Not Applicable
| (d) | Exhibits |
Not applicable
The following information is furnished under Item 7.01, “Regulation FD Disclosure”. This information shall not be deemed filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 18, 2012, Facebook, Inc. (“Facebook”) launched an initial public offering through The NASDAQ Stock Market (“NASDAQ”). As has been well-publicized, there were numerous issues and problems at NASDAQ relating to the trading of Facebook. Some market participants, including the Company, suffered sizable losses. The Company estimates its total pre-tax loss related to the events associated with the trading of Facebook to be in the range of $30 to $35 million. The Company has submitted claims for financial accommodation from NASDAQ. The Company is also evaluating all remedies available under law. There are no assurances that the Company will be able to recover any of its losses resulting from the numerous issues and problems at NASDAQ relating to the trading of Facebook. As a result of this loss, the Company’s second quarter results of operations will be adversely impacted.
SIGNATURE
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 undersigned’s duly authorized signatory.
Dated: May 23, 2012
| KNIGHT CAPITAL GROUP, INC. | ||
| By: | /s/ Andrew M. Greenstein | |
| Name: | Andrew M. Greenstein | |
| Title: | Managing Director, Deputy General | |