0000950136-04-003464 8-K 2 20041014 3.02 20041020 20041020 ESPEED INC 0001094831 7389 134063515 DE 1231 8-K 34 000-28191 041087041 135 E. 57TH STREET 135 E. 57TH STREET NEW YORK NY 10022 2129385000 135 E. 57TH STREET 135 E. 57TH STREET NEW YORK NY 10022 8-K 1 file001.htm FORM 8-K UNITED STATES 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) October 14, 2004 eSpeed, Inc. [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] (Exact name of registrant as specified in its charter) [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Delaware [[Image Removed]] 0-28191 [[Image Removed]] 13-4063515 (State of other jurisdiction [[Image Removed]] (Commission [[Image Removed]] (IRS Employer of incorporation File Number) Identification No.) [[Image Removed]] 135 East 57th Street, New York, NY 10022 [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] (Address of principal executive offices) Registrant's telephone number, including area code 212-938-5000 N/A [[Image Removed]] [[Image Removed]][[Image Removed]] [[Image Removed]] [[Image Removed]] (Former name or former address, if changed since last report.) 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) [[Image Removed]] [[Image Removed]] [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [[Image Removed]] [[Image Removed]] [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On October 14, 2004, the Registrant entered into an agreement to issue up to 357,944 shares of Class A Common Stock. The Registrant agreed to issue the shares as a portion of the consideration for and in connection with the purchase of all of the outstanding shares of ITSEcco Holdings Limited ("Ecco") from the former shareholders of Ecco. The shares were valued at $9.99 per share, which price was calculated using the average of the trading prices of the Class A Common Stock on Nasdaq for the ten-day period ending October 13, 2004. The issuance of the shares will be subject to compliance with the terms of the purchase agreement including certain restrictive covenants. The purchase price of the acquisition is $14 million. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. [[Image Removed]] eSpeed, Inc. Date: October 20, 2004 [[Image Removed]] By: /s/ Howard W. Lutnick [[Image Removed]] Howard W. Lutnick Chairman and Chief Executive Officer --------------------------------------------------------------------------------