As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/08/06  NYSE Group, Inc.                  S-8         3/08/06    5:413K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Securities to Be Offered to Employees Pursuant to   HTML     86K 
                          Employee Benefit Plans                                 
 2: EX-4.3      Instruments Defining the Rights of Security         HTML     14K 
                          Holders, Including Indentures                          
 3: EX-23.1     Consents of Experts and Counsel                     HTML      8K 
 4: EX-23.2     Consents of Experts and Counsel                     HTML      8K 
 5: EX-99.1     2006 Stock Incentive Plan                           HTML    196K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

 

 

NYSE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

NYSE Group, Inc. 2006 Stock Incentive Plan
Archipelago Holdings, L.L.C. 2000 Long-Term Incentive Plan
Archipelago Holdings, L.L.C. 2003 Long-Term Incentive Plan

Archipelago Holdings 2004 Stock Incentive Plan

(Full titles of the plans)

 

 

Richard P. Bernard, Esq.

Kevin J.P. O'Hara, Esq.

NYSE Group, Inc.

New York Stock Exchange, Inc.

11 Wall Street, New York, NY

(212) 656-3000

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

 

 

Copies to:

David C. Karp, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share (2)			Proposed maximum aggregate offering price (2)			Amount of registration fee
Common Stock, par value $0.01 per share		12,487,440		$	65.55		$	818,551,692		$	87,585.03

 

(1) Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall include (i) such additional shares of common stock as may be required pursuant to the anti-dilution provisions of the NYSE Group, Inc. 2006 Stock Incentive Plan, the Archipelago Holdings, L.L.C. 2000 Long-Term Incentive Plan, the Archipelago Holdings, L.L.C. 2003 Long-Term Incentive Plan and the Archipelago Holdings 2004 Stock Incentive Plan (the “Plans”) and (ii) an indeterminate number of shares of common stock to be offered or sold pursuant to the Plans.

(2) Pursuant to Rule 457(h) and 457(c) under the Securities Act, this computation is based on average of the high and low price of Archipelago Holdings, Inc. as of March 7, 2006.   

 

 

securities offered under this registration statement have been sold or which deregister all such 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 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 incorporated or 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 validity of the shares offered under this registration statement is being passed upon for the Company by Richard P. Bernard, Executive Vice President and Co-General Counsel of the Company.  Mr. Bernard is an officer and employee of the Company and, as such, participates in certain stock benefit plans of the Company.  By reason of such participation, Mr. Bernard owns and holds restricted stock units of the Company.

 

Item 6. Indemnification of Directors and Officers.

 

The Amended and Restated By-Laws of the Company provide that the directors and officers (and legal representatives of such directors and officers) will be indemnified to the fullest extent authorized by the Delaware General Corporation Law with respect to third-party actions, suits, investigations or proceedings provided that any such person has met the applicable standard of conduct set forth in the Delaware General Corporation Law described below. The Amended and Restated By-Laws of the Company further provide that directors and officers (and legal representatives of such directors and officers) will be indemnified with respect to actions or suits initiated by such person only if such action was first approved by the board of directors. The Amended and Restated By-Laws of the Company allow the Company to pay all expenses incurred by a director or officer (or legal representatives of such directors or officers) in defending any proceeding within the scope of the indemnification provisions as such expenses are incurred in advance of its final disposition, upon an undertaking by such party to repay such expenses, if it is ultimately determined that such party was not entitled to indemnity by the Company. From time to time, officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions. The Company has policies of directors’ and officers’ liability insurance which insure directors and officers against the costs of defense, settlement and/or payment of judgment under certain circumstances. The Company believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

 

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation against expenses (including attorneys’

 

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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(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 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 Securities Exchange 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; and

 

(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;

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

 

(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.

 

(b) The undersigned registrant hereby undertakes 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 15(d) of the Securities Exchange Act of 1934, as amended (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 the 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.

 

(c)  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 foregoing provisions, 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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Pursuant to the requirements of the Securities Act, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ John A. Thain
John A. Thain		Chief Executive Officer (principal executive officer)		March 8, 2006
/s/ Nelson Chai
Nelson Chai		Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)		March 8, 2006
/s/ Marshall N. Carter
Marshall N. Carter		Director		March 8, 2006
/s/ Ellyn L. Brown
Ellyn L. Brown		Director		March 8, 2006
/s/ Shirley Ann Jackson
Shirley Ann Jackson		Director		March 8, 2006
/s/ James S. McDonald
James S. McDonald		Director		March 8, 2006
/s/ Alice M. Rivlin
Alice M. Rivlin		Director		March 8, 2006
/s/ Robert B. Shapiro
Robert B. Shapiro		Director		March 8, 2006
/s/ Karl M. von der Heyden
Karl M. von der Heyden		Director		March 8, 2006
/s/ Edgar S. Woolard, Jr.
Edgar S. Woolard, Jr.		Director		March 8, 2006
/s/ William E. Ford
William E. Ford		Director		March 8, 2006
/s/ James J. McNulty
James J. McNulty		Director		March 8, 2006

 

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