Delaware (State or other jurisdiction of incorporation or organization) |
6221 (Primary Standard Industrial Classification Code Number) |
20-4568600 (I.R.S. Employer Identification Number) |
Andrew P. Gilbert, Esq. Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, New Jersey 08540 Tel: (609) 919-6600 Fax: (609) 919-6701 |
Joseph A. Hall, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4500 Fax: (212) 450-3500 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
- i -
SEC registration fee |
$ | 6,975 | ||
FINRA filing fee |
* | |||
NASDAQ Global Market listing fee |
* | |||
Accountants fees and expenses |
* | |||
Legal fees and expenses |
* | |||
Blue Sky fees and expenses |
* | |||
Transfer Agent and Registrars fees and expenses |
* | |||
Printing and engraving expenses |
* | |||
Miscellaneous |
* | |||
Total |
$ | * |
* | To be filed by amendment. |
II-1
Exhibit No. | Description | |||
1.1 | * | Underwriting Agreement. |
||
3.1 | ** | Second Amended and Restated Certificate of Incorporation to be superseded by the Third Amended and Restated
Certificate of Incorporation to be effective upon the closing of the offering. |
||
3.2 | * | Amended and Restated By-laws to be effective upon the closing of the offering. |
||
3.3 | * | Form of Third Amended and Restated Certificate of Incorporation to be effective upon the closing of the offering. |
||
4.1 | * | Specimen Certificate evidencing shares of common stock. |
II-2
Exhibit No. | Description | |||
4.2 | Investor Rights Agreement, dated January 11, 2008, by and among the Company, the Investors and the Founding
Stockholder, as defined therein. |
|||
5.1 | * | Opinion of Morgan, Lewis & Bockius LLP. |
||
10.1 | ** | 2006 Equity Compensation Plan (amended and restated, effective December 31, 2006). |
||
10.2 | * | 2009 Omnibus Incentive Compensation Plan. |
||
10.3 | * | 2009 Employee Stock Purchase Plan. |
||
10.4 | * | Form of Incentive Stock Option Agreement. |
||
10.5 | * | Form of Nonqualified Stock Option Agreement. |
||
10.6 | * | Form of Restricted Stock Agreement. |
||
10.7 | * | Form of Restricted Stock Unit Agreement (Time Vesting). |
||
10.8 | * | Form of Restricted Stock Unit Agreement (Performance Vesting). |
||
10.9 | * | Form of Restricted Stock Unit Agreement (Immediate Vesting). |
||
10.10 | Form
of Indemnification Agreement with the Companys Non-Employee
Directors. |
|||
10.11 | ** | Loan and Security Agreement, dated as of March 29, 2006, by and among GAIN Capital Holdings, Inc., Silicon
Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.12 | ** | Pledge and Security Agreement, dated as of March 29, 2006, by and among GAIN Capital Holdings, Inc., Silicon
Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.13 | ** | Unconditional Guaranty, dated as of March 29, 2006, by and among GAIN Holdings, LLC, Silicon Valley Bank and
JPMorgan Chase Bank, N.A. |
||
10.14 | ** | First Loan Modification Agreement, dated as of October 16, 2006, by and among GAIN Capital Holdings, Inc.,
Silicon Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.15 | ** | Second Loan Modification Agreement, dated as of March 20, 2007, by and among GAIN Capital Holdings, Inc.,
Silicon Valley Bank and JP Chase Bank, N.A. |
||
10.16 | ** | Third Loan Modification Agreement, dated June 6, 2007, by and among GAIN Capital Holdings, Inc., Silicon Valley
Bank and JPMorgan Chase Bank, N.A. |
||
10.17 | ** | Fourth Loan Modification Agreement, dated as of March 18, 2008, by and among GAIN Capital Holdings, Inc.,
Silicon Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.18 | ** | Fifth Loan Modification Agreement, dated as of June 18, 2009 and effective as of March 17, 2009, by and among
GAIN Capital Holdings, Inc., Silicon Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.19 | Employment Agreement, dated as of January 1, 2008, by and between GAIN Capital Holdings, Inc. and Glenn Stevens. |
|||
10.20 | Employment Letter, dated as of August 26, 2009, by and between GAIN Capital Holdings, Inc. and Christopher
Calhoun. |
|||
10.21 | Employment Letter, dated as of March 23, 2009, by and between GAIN Capital Holdings, Inc. and Henry Lyons. |
|||
10.22 | Employment Letter, dated as of March 8, 2000, by and between GAIN Capital Holdings, Inc. and Timothy OSullivan. |
|||
10.23 | Separation Agreement, dated as of January 11, 2008, by and between Mark Galant and GAIN Capital Holdings, Inc. |
|||
10.24 | | FX Prime Brokerage Master Agreement, dated as of December 6, 2006, by and between GAIN Capital Group, LLC and
The Royal Bank of Scotland, plc. |
||
10.25 | | FX Prime Brokerage Agreement, dated as of July 8, 2005, by and between UBS AG and GAIN Capital, Inc. |
||
10.26 | | Foreign Exchange Prime Brokerage Agency Agreement, dated as of July 12, 2006, by and between GAIN Capital Group,
LLC and The Royal Bank of Scotland, plc. |
||
10.27 | | Foreign Exchange Prime Brokerage Agreement, dated October 18, 2005, by and between Deutsche Bank AG, London
Branch and GCAM, LLC. |
II-3
Exhibit No. | Description | |||
10.28 | Amendment to Foreign Exchange Prime Brokerage Agreement, dated January 26, 2006, by and between Deutsche Bank
AG, London Branch and GCAM, LLC. |
|||
10.29 | * | Form of ISDA Master Agreement, 1992 edition. |
||
10.30 | Form of Introducing Broker Agreement. |
|||
10.31 | Form of Agreement for White Label Services. |
|||
10.32 | Sublease, dated March 31, 2005, by and between GAIN Capital, Inc. and NUI Corporation. |
|||
10.33 | Agreement of Sublease, dated November 14, 2005, by and between Mellon Investor Services LLC and GAIN Capital,
Inc. |
|||
10.34 | First Amendment to Sublease, dated July 20, 2006, by and between Mellon Investor Services LLC and GAIN Capital,
Inc. |
|||
10.35 | Services Agreement, dated February 1, 2008, by and between GAIN Capital Group, LLC and Scivantage, Inc. |
|||
10.36 | Schedule 1(b) to Services Agreement, dated February 15, 2009, by and between GAIN Capital Group, LLC and
Scivantage, Inc. |
|||
10.37 | Lease and Lease Agreement, dated August 18, 2009, by and between S/K Bed One Associates LLC and GAIN Capital
Holdings, Inc. |
|||
10.38 | | Access Agreement, dated December 1, 2004, by and between Questrade, Inc. and GAIN Capital, Inc. |
||
10.39 | Agreement for Lease, dated May 5, 2009, by and between Pontsarn Investments Limited and GAIN Capital Forex.com
U.K., Ltd. |
|||
10.40 | | Addendum to Access Agreement, dated July 23, 2007, by and between GAIN Capital Group, LLC and Questrade, Inc. |
||
10.41 | | Addendum to Access Agreement, dated October 12, 2007, by and between GAIN Capital Group, LLC and Questrade, Inc. |
||
10.42 | | Software Licensing and Services Agreement, dated December 1, 2004, by and between Questrade, Inc. and GAIN
Capital, Inc. |
||
10.43 | | License Agreement, dated August 9, 2007, by and between GAIN Capital Group, LLC and Metaquotes Software Corp. |
||
10.44 | * | Agreement, dated November 22, 2004, by and between esignal, a division of Interactive Data Corporation, and GAIN
Capital, Inc. |
||
10.45 | | Sales Lead Agreement, dated October 9, 2006, by and between GAIN Capital Group, LLC and Trading Central. |
||
10.46 | | Forex Introducing Broker Agreement, dated April 20, 2005, by and between GAIN Capital Group, Inc. and
TradeStation Securities, Inc. |
||
10.47 | | Addendum to Introducing Broker Agreement, dated October 1, 2007, by and between GAIN Capital Group, LLC and
TradeStation Securities, Inc. |
||
10.48 | | Second Addendum to Introducing Broker Agreement, dated April 1, 2009, by and between GAIN Capital Group, LLC and
TradeStation Securities, Inc. |
||
21.1 | ** | Subsidiaries of the Registrant. |
||
23.1 | ** | Consent of Deloitte & Touche LLP. |
||
23.2 | * | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |
||
23.3 | ** | Consent of Aite Group, LLC. |
||
24.1 | ** | Power of Attorney. |
* | To be filed by amendment. | |
** | Previously filed. | |
| Confidential treatment requested. Confidential materials omitted and filed separately with the Securities and Exchange Commission. |
II-4
II-5
GAIN CAPITAL HOLDINGS, INC. |
||||
By: | /s/ Glenn H. Stevens | |||
Glenn H. Stevens | ||||
President and Chief Executive Officer | ||||
II-6
Signature | Title | Date | ||
/s/ Glenn H. Stevens
|
President, Chief Executive Officer and Director (Principal Executive Officer) | November 13, 2009 | ||
/s/ Henry C. Lyons
|
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
November 13, 2009 | ||
*
Mark E. Galant
|
Chairman of the Board of Directors | November 13, 2009 | ||
*
Ken Hanau
|
Director | November 13, 2009 | ||
*
Susanne D. Lyons
|
Director | November 13, 2009 | ||
*
Gerry McCrory
|
Director | November 13, 2009 | ||
*
James C. Mills
|
Director | November 13, 2009 | ||
*
Peter Quick
|
Director | November 13, 2009 | ||
*
Joseph Schenk
|
Director | November 13, 2009 | ||
*
Christopher S. Sugden
|
Director | November 13, 2009 | ||
*
Roger Tarika
|
Director | November 13, 2009 |
* By:
|
/s/ Glenn H. Stevens
|
|||
Attorney-in-Fact |
II-7
Exhibit No. | Description | |||
1.1 | * | Underwriting Agreement. |
||
3.1 | ** | Second Amended and Restated Certificate of Incorporation to be superseded by the Third Amended and Restated
Certificate of Incorporation to be effective upon the closing of the offering. |
||
3.2 | * | Amended and Restated By-laws to be effective upon the closing of the offering. |
||
3.3 | * | Form of Third Amended and Restated Certificate of Incorporation to be effective upon the closing of the offering. |
||
4.1 | * | Specimen Certificate evidencing shares of common stock. |
||
4.2 | Investor Rights Agreement, dated January 11, 2008, by and among the Company, the Investors and the Founding
Stockholder, as defined therein. |
|||
5.1 | * | Opinion of Morgan, Lewis & Bockius LLP. |
||
10.1 | ** | 2006 Equity Compensation Plan (amended and restated, effective December 31, 2006). |
||
10.2 | * | 2009 Omnibus Incentive Compensation Plan. |
||
10.3 | * | 2009 Employee Stock Purchase Plan. |
||
10.4 | * | Form of Incentive Stock Option Agreement. |
||
10.5 | * | Form of Nonqualified Stock Option Agreement. |
||
10.6 | * | Form of Restricted Stock Agreement. |
||
10.7 | * | Form of Restricted Stock Unit Agreement (Time Vesting). |
||
10.8 | * | Form of Restricted Stock Unit Agreement (Performance Vesting). |
||
10.9 | * | Form of Restricted Stock Unit Agreement (Immediate Vesting). |
||
10.10 | Form of Indemnification Agreement with the Companys Non-Employee
Directors. |
|||
10.11 | ** | Loan and Security Agreement, dated as of March 29, 2006, by and among GAIN Capital Holdings, Inc., Silicon
Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.12 | ** | Pledge and Security Agreement, dated as of March 29, 2006, by and among GAIN Capital Holdings, Inc., Silicon
Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.13 | ** | Unconditional Guaranty, dated as of March 29, 2006, by and among GAIN Holdings, LLC, Silicon Valley Bank and
JPMorgan Chase Bank, N.A. |
||
10.14 | ** | First Loan Modification Agreement, dated as of October 16, 2006, by and among GAIN Capital Holdings, Inc.,
Silicon Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.15 | ** | Second Loan Modification Agreement, dated as of March 20, 2007, by and among GAIN Capital Holdings, Inc.,
Silicon Valley Bank and JP Chase Bank, N.A. |
||
10.16 | ** | Third Loan Modification Agreement, dated June 6, 2007, by and among GAIN Capital Holdings, Inc., Silicon Valley
Bank and JPMorgan Chase Bank, N.A. |
||
10.17 | ** | Fourth Loan Modification Agreement, dated as of March 18, 2008, by and among GAIN Capital Holdings, Inc.,
Silicon Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.18 | ** | Fifth Loan Modification Agreement, dated as of June 18, 2009 and effective as of March 17, 2009, by and among
GAIN Capital Holdings, Inc., Silicon Valley Bank and JPMorgan Chase Bank, N.A. |
||
10.19 | Employment Agreement, dated as of January 1, 2008, by and between GAIN Capital Holdings, Inc. and Glenn Stevens. |
|||
10.20 | Employment Letter, dated as of August 26, 2009, by and between GAIN Capital Holdings, Inc. and Christopher
Calhoun. |
|||
10.21 | Employment Letter, dated as of March 23, 2009, by and between GAIN Capital Holdings, Inc. and Henry Lyons. |
|||
10.22 | Employment Letter, dated as of March 8, 2000, by and between GAIN Capital Holdings, Inc. and Timothy OSullivan. |
Exhibit No. | Description | |||
10.23 | Separation Agreement, dated as of January 11, 2008, by and between Mark Galant and GAIN Capital Holdings, Inc. |
|||
10.24 | | FX Prime Brokerage Master Agreement, dated as of December 6, 2006, by and between GAIN Capital Group, LLC and
The Royal Bank of Scotland, plc. |
||
10.25 | | FX Prime Brokerage Agreement, dated as of July 8, 2005, by and between UBS AG and GAIN Capital, Inc. |
||
10.26 | | Foreign Exchange Prime Brokerage Agency Agreement, dated as of July 12, 2006, by and between GAIN Capital Group,
LLC and The Royal Bank of Scotland, plc. |
||
10.27 | | Foreign Exchange Prime Brokerage Agreement, dated October 18, 2005, by and between Deutsche Bank AG, London
Branch and GCAM, LLC. |
||
10.28 | Amendment to Foreign Exchange Prime Brokerage Agreement, dated January 26, 2006, by and between Deutsche Bank
AG, London Branch and GCAM, LLC. |
|||
10.29 | * | Form of ISDA Master Agreement, 1992 edition. |
||
10.30 | Form of Introducing Broker Agreement. |
|||
10.31 | Form of Agreement for White Label Services. |
|||
10.32 | Sublease, dated March 31, 2005, by and between GAIN Capital, Inc. and NUI Corporation. |
|||
10.33 | Agreement of Sublease, dated November 14, 2005, by and between Mellon Investor Services LLC and GAIN Capital,
Inc. |
|||
10.34 | First Amendment to Sublease, dated July 20, 2006, by and between Mellon Investor Services LLC and GAIN Capital,
Inc. |
|||
10.35 | Services Agreement, dated February 1, 2008, by and between GAIN Capital Group, LLC and Scivantage, Inc. |
|||
10.36 | Schedule 1(b) to Services Agreement, dated February 15, 2009, by and between GAIN Capital Group, LLC and
Scivantage, Inc. |
|||
10.37 | Lease and Lease Agreement, dated August 18, 2009, by and between S/K Bed One Associates LLC and GAIN Capital
Holdings, Inc. |
|||
10.38 | | Access Agreement, dated December 1, 2004, by and between Questrade, Inc. and GAIN Capital, Inc. |
||
10.39 | Agreement for Lease, dated May 5, 2009, by and between Pontsarn Investments Limited and GAIN Capital Forex.com
U.K., Ltd. |
|||
10.40 | | Addendum to Access Agreement, dated July 23, 2007, by and between GAIN Capital Group, LLC and Questrade, Inc. |
||
10.41 | | Addendum to Access Agreement, dated October 12, 2007, by and between GAIN Capital Group, LLC and Questrade, Inc. |
||
10.42 | | Software Licensing and Services Agreement, dated December 1, 2004, by and between Questrade, Inc. and GAIN
Capital, Inc. |
||
10.43 | | License Agreement, dated August 9, 2007, by and between GAIN Capital Group, LLC and Metaquotes Software Corp. |
||
10.44 | * | Agreement, dated November 22, 2004, by and between esignal, a division of Interactive Data Corporation, and GAIN
Capital, Inc. |
||
10.45 | | Sales Lead Agreement, dated October 9, 2006, by and between GAIN Capital Group, LLC and Trading Central. |
||
10.46 | | Forex Introducing Broker Agreement, dated April 20, 2005, by and between GAIN Capital Group, Inc. and
TradeStation Securities, Inc. |
||
10.47 | | Addendum to Introducing Broker Agreement, dated October 1, 2007, by and between GAIN Capital Group, LLC and
TradeStation Securities, Inc. |
||
10.48 | | Second Addendum to Introducing Broker Agreement, dated April 1, 2009, by and between GAIN Capital Group, LLC and
TradeStation Securities, Inc. |
||
21.1* | * | Subsidiaries of the Registrant. |
||
23.1* | * | Consent of Deloitte & Touche LLP. |
Exhibit No. | Description | |||
23.2* | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |
|||
23.3* | * | Consent of Aite Group, LLC. |
||
24.1* | * | Power of Attorney. |
* | To be filed by amendment. | |
** | Previously filed. | |
| Confidential treatment requested. Confidential materials omitted and filed separately with the Securities and Exchange Commission. |