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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-26225

SOUNDVIEW TECHNOLOGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ý    No o

        Indicate by a check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        The aggregate market value of the Common Stock held by non-affiliates of the registrant was $147,191,899 based on the last reported sale price of the registrant's Common Stock on the Nasdaq National Market as of the close of business on June 30, 2002. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are affiliates of the registrant.

        As of February 28, 2003, there were 109,156,626 shares of the registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE.

        Portions of the Proxy Statement for the 2003 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year ended December 31, 2002 are incorporated by reference into Part III of this Form 10-K.

SOUNDVIEW TECHNOLOGY GROUP, INC.

2002 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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        Certain statements in this Form 10-K that are not historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that include the words "expect," "expected," "will," "may," "intend," "anticipate," "believe," and "should" involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which we operate, to be materially different from any expected future results, performance or achievements expressed or implied in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those economic factors that affect the market for capital raising, including initial public offerings and those factors discussed in the section of this form 10-K entitled "Risk Factors" (see page 8) and our periodic reports filed from time to time with the Securities & Exchange Commission.

        On January 31, 2000, Wit Capital Group, Inc. completed a merger with SoundView Technology Group, Inc. ("STG"). From June 2000 to August 2001, the combined company operated as Wit SoundView Group, Inc. and in August 2001, the combined company changed its name to SoundView Technology Group, Inc. All references to "SoundView," the "Company," "us," "our" and "we" refer to the combined company and its subsidiaries subsequent to January 31, 2000. All references to "STG" refer to operations of STG prior to its merger with Wit Capital Group, Inc.

        The Company's website is http://www.soundview.com. The Company makes available free of charge on its website its annual reports on Form 10-K; quarterly reports on Form 10-Q and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the "SEC").

PART I

Item 1. Business.

        We are a research-driven, technology-focused securities firm. We produce comprehensive sell-side research on over 160 technology companies. Our brokerage operations provide a variety of sales and trading services to institutional investors. We leverage our technology expertise through a sales force, which has a comprehensive understanding of the complex and diverse technologies involved in technology-focused investing.

        We are committed to serving our global institutional investor client base through our industry-focused research, sales and trading functions. Our client base includes technology investors around the world. We make markets in over 350 Nasdaq-listed stocks and are active traders in technology-focused NYSE-listed equities.

        We offer investment banking services to a wide array of technology clients from start-ups to industry leaders. We seek to be involved in the equity capital raising process, whether through venture capital investing or public or private equity financing. We advise our clients in a variety of areas ranging from business strategy to mergers and acquisitions.

RESEARCH

        SoundView is a research-driven securities firm focused on growth-based business models and has a rich history of success within the technology sector. We believe that our commitment to understanding the fundamentals and trends that define our coverage today and shape the direction of tomorrow's markets distinguishes us from our peers. We are engaged with thought leaders throughout the business landscape, ranging from the manufacturer of small components to the provider of enterprise wide systems, solutions and services. Our network of contacts draws from nearly every level and function

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within an organization, enabling us to develop a comprehensive view of the catalysts and forces acting on the companies we follow.

        We believe that our informed perspective and the quality of our analysis have differentiated us from our peers and earned us the recognition of institutional investors and corporate clients who rely on our research for daily investment insight. Our focus on highly specialized industry verticals enables our analysts to provide our clients with a rich perspective and deep understanding. Our analysts target their coverage to identify emerging industry trends and technologies which they develop into actionable investment ideas. Our research teams excel at coordinating their individual perspectives to develop cohesive, well-refined investment ideas.

        Going well beyond maintenance research, our analysts focus on developing timely, thematic and differentiated investment ideas, often leveraging chain-based or derivative conclusions. We foster a differentiated approach to investment research, which is relied upon by the industry's most respected institutional investors. We currently employ 37 research professionals who provide research coverage for over 160 companies. Our research universe is comprised of the following industry groups and segments:

BROKERAGE

        A majority of the Company's revenue is derived from customer commissions on brokerage transactions in equity securities for domestic and international institutional investors. We execute these transactions for over 530 institutional customers who are mutual funds, pension and profit sharing plans, hedge funds, banks and money managers. Almost 75% of our brokerage revenues come from our largest 100 clients. Institutional investors normally purchase and sell securities in large quantities, which requires special execution, sales and marketing expertise. SoundView believes that its institutional customers are attracted by the depth and breadth of its research, the expertise of its sales force and the quality of its execution (with respect to considerations of quantity, timing and price).

        We are able to leverage our expertise in the technology sector through a sales force with a comprehensive understanding of the complex and diverse technologies at the heart of technology-focused investing. Our sales force works closely with our research analysts to provide the most-up-to-date information and insights to our clients. Our market-making operations are a source of liquidity to large institutional traders. We currently employ over 65 institutional sales and trading professionals operating out of our offices in Old Greenwich, San Francisco and Boston. In March 2002,

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we announced the opening of an office in Boston to better penetrate the Boston market and provide closer coverage to our Boston-based institutional clients. For the year ended December 31, 2002, revenue from our institutional brokerage operations totaled $97.6 million.

        Bear Stearns & Co. clears our institutional customer transactions on a fully disclosed basis. Clearing services for our customers include the confirmation, receipt, execution, settlement and delivery functions involved in securities transactions, as well as safekeeping of customers' securities and assets and certain customer record keeping, data processing and reporting functions. We intend to continue to increase our trade processing capabilities to better facilitate the clearing of trades we execute for our customers.

        Under our agreement with Bear Stearns, we pay clearing and execution fees according to a schedule. In addition, the agreement requires Bear Stearns to share with us interest revenue earned in connection with margin and stock borrowing balances kept by our customers and also provide us fees on balances maintained by these customers with selected money market funds. We must indemnify Bear Stearns for, among other things, any loss or expense due to the failure of customers to: (1) pay for securities purchased by them, (2) promptly deliver securities sold by them, (3) deposit sufficient collateral to support their borrowing when requested by the clearing firm and (4) remit excessive disbursements of funds or any other valid charges imposed by the clearing firm.

INVESTMENT BANKING

        SoundView is a manager of public and private securities offerings as well as a strategic advisor for technology companies. Our investment banking team focuses its knowledge of technology companies to counsel clients throughout the various stages of growth. Revenues attributable to investment banking activities totaled $11.2 million for the year ending December 31, 2002.

        Our team of investment banking professionals perform traditional investment banking functions such as deal selection and origination, due diligence, valuation and transaction structuring. Our bankers have relationships with corporate issuers, venture capitalists and other persons and entities in the financial services sector. In addition, our senior investment banking professionals have a long history of working with technology companies.

        Our investment banking activities generally focus on the same sectors followed by our research analysts. We provide an array of investment banking services that includes public underwriting, mergers and acquisitions and strategic advisory services and private equity.

Public Underwriting

        SoundView is a manager of initial public and follow-on offerings for technology companies. We believe we have a competitive advantage that arises from our banking relationships and trading and distribution capabilities. Investment banking revenues attributable to public underwriting totaled $4.3 million for the year ending December 31, 2002.

Mergers and Acquisitions Services

        In addition to our capital raising services, we have developed a Mergers and Acquisitions Group which works closely with clients to help them develop and refine their businesses. We offer our clients the following types of advisory services:

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Executing mergers, acquisitions and divestitures



•

Identifying and building strategic partnerships and strategies



•

Providing valuation work



•

Fairness opinions

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        These activities complement our public and private equity businesses and allow us to offer a mix of investment banking services to our clients during each stage of corporate development. Investment banking revenues attributable to mergers and acquisitions services totaled $6.5 million for the year ending December 31, 2002.

        We have made investments in various privately held companies, primarily during 2000 and 2001, for the purpose of enhancing relationships for future investment banking activity. Additionally, we have set up and invested in funds for the benefit of our employees. These funds invest in privately held companies and provide our employees with the opportunity to participate in the private equity market. Such funds, through their terms, have been used as an aid in the retention of key investment banking employees. For the years ended December 31, 2002, 2001 and 2000, we recorded loss on investments of $10.2 million, $12.9 million and $3.2 million, respectively.

VENTURE CAPITAL GROUP

        Our Venture Capital Group emphasizes investments in technology businesses and maintains a particular focus on software infrastructure, software applications, web services, e-commerce companies and products and services that enhance digital businesses. Our venture capital funds allow investors to pool their resources and gain access to a quality of deal flow traditionally available to proprietary funds backed by large institutions. Revenue for our Venture Capital Group totaled $6.1 million for the year ending December 31, 2002.

        Our Venture Capital Group currently manages a series of four funds collectively known as Dawntreader Fund II. Dawntreader Fund II raised approximately $265 million in February and March 2000. The investors in Dawntreader Fund II include publicly traded corporations, institutional investors, and high net worth individuals. As of December 31, 2002, approximately 54% of the capital of Dawntreader Fund II was drawn down for investments. The Venture Capital Group also continues to oversee Wit VC Fund I, which is fully invested with approximately $39 million raised in 1999.

        Our venture capital funds enable us to further take advantage of our expertise in technology. The development of these funds created new investment opportunities for our high net worth individual, corporate and institutional clients. We have committed $10 million as a limited partner in Dawntreader Fund II. As of December 31, 2002, there is approximately $3.9 million of our commitment remaining to be drawn down by the fund.

COMPETITION

        The financial services industry is highly competitive and we expect competition to intensify in the near future. We encounter direct competition primarily from established investment banking firms. We compete with some of these firms on a national basis and with others on a regional basis. Our competitors include large and well-established Wall Street firms. General financial success within the securities industry will attract additional competitors for us, such as banks, insurance companies and providers of online financial and information services.

        In recent years there has been a significant consolidation in the financial services industry. Commercial banks and other financial institutions have acquired or established investment banking and broker-dealer affiliates and have begun offering financial services to individuals traditionally offered primarily by securities firms. These firms have the ability to offer a wide range of products, including lending, deposit taking, insurance, brokerage, investment management and investment banking services. This may enhance their competitive position by attracting and retaining customers through the convenience of one-stop shopping. They also have the ability to support investment banking and securities products with commercial banking, insurance and other financial service revenue in an effort to gain market share.

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        Our principal competitors in connection with our investment banking and brokerage activities are traditional investment banking firms. Many of our competitors are significantly larger and more diversified than we are and have significantly greater numbers of financial, technical, marketing, research and other professional personnel, and other resources than we do. Some of our competitors also offer a wider range of products and services than we do and have greater name recognition, more established reputations and more extensive client and customer bases. These competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements due to their superior systems capabilities. They may also be better able to undertake more extensive promotional activities, offer more attractive terms to customers, clients and employees and adopt more aggressive pricing policies compared to our firm.

        Competition is also intense for the attraction and retention of highly qualified employees in the securities industry. Our ability to compete effectively in our businesses will depend on our ability to attract new employees and retain and motivate our existing employees.

REGULATION

        REGULATION OF THE SECURITIES INDUSTRY AND BROKER-DEALERS.    Our business is subject to extensive regulation applicable to the securities industry in the United States and elsewhere. As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets. In the United States, the Securities and Exchange Commission, or SEC, is the federal agency responsible for the administration of the federal securities laws. We are registered as a broker-dealer with the SEC and in all 50 states, the District of Columbia and Puerto Rico. We are also a member of the NASD, a self-regulatory body to which all broker-dealers belong. Certain self-regulatory organizations, such as the NASD, adopt rules and examine broker-dealers and require strict compliance with their rules and regulations. The SEC, self-regulatory organizations and state securities commissions may conduct administrative proceedings which can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker- dealer, its officers or employees. The SEC and self-regulatory organization rules cover many aspects of a broker-dealer's business, including capital structure and withdrawals, sales methods, trade practices among broker-dealers, use and safekeeping of customers' funds and securities, record-keeping, the financing of customers' purchases, broker-dealer and employee registration and the conduct of directors, officers and employees.

        On October 26, 2001, President Bush signed the USA Patriot Act, aimed at giving the government new powers in the war on terrorism. Title III of the new legislation, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, imposes significant new anti-money laundering requirements on all financial institutions, including domestic banks and domestic operations of foreign banks, broker-dealers, futures commissions merchants and investment companies.

        In July 2002, the Sarbanes-Oxley Act of 2002 was signed into law by President Bush. The Act reflects the response of the U.S. Congress to multiple concerns regarding corporate scandals and several large corporate bankruptcies that occurred in 2001. The provisions of the Act, combined with rules and rule proposals (if adopted) of the SEC, the NYSE and the NASD, will have a significant effect on the securities industry. In addition, the NASD has already adopted rules affecting securities research analysts and proposes to adopt additional regulations that will inhibit joint business development efforts by the investment banking and the research analysis departments of securities firms.

        EFFECT OF NET CAPITAL REQUIREMENTS.    As a registered broker-dealer and member of the NASD, we are subject to the Uniform Net Capital Rule under the Exchange Act. The Uniform Net Capital Rule specifies the minimum level of net capital a broker-dealer must maintain and also requires

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that at least a minimum part of its assets be kept in relatively liquid form. As of December 31, 2002, our broker-dealer subsidiary, SoundView Technology Corporation, was required to maintain minimum net capital of $877,500 and had total net capital of $99.3 million which was $98.4 million in excess of the minimum amount required.

        The SEC and the NASD impose rules that require notification when net capital falls below certain predefined levels, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the Uniform Net Capital Rule and the NASD rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and the NASD for certain withdrawals of capital. Because our principal asset will be the ownership of stock in our broker-dealer subsidiary, the rules governing net capital and restrictions on withdrawals of funds could operate to prevent us from meeting our financial obligations on a timely basis.

        CHANGES IN EXISTING LAWS AND RULES.    Additional legislation or regulation, changes in existing laws and rules or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and our profitability.

EMPLOYEES

        We believe that one of our strengths is the quality and dedication of our people and the shared sense of being part of a team. We strive to maintain a work environment that fosters professionalism, excellence and cooperation among our employees. We also believe that our employees should have an equity stake in the firm. As of December 31, 2002, we had approximately 220 employees who, as a group, own approximately 6% of the fully vested equity of our company including in-the-money options. This ownership increases to 21% on a fully-diluted basis, which includes unvested restricted stock and options both in and out-of-the-money.

RISK FACTORS

        We may publish forward-looking statements relating to our results of operations, anticipated financial performance, business prospects and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements. These factors include the following:

We focus on the technology sector of the economy which is currently experiencing unfavorable market conditions.

        As a research driven technology focused securities firm, our business has been limited to this sector and generally does not include other industries. As a result, many of our investment bankers, securities analysts and other professional staff do not have wide experience or recognition in more traditional business sectors. Currently, technology companies which do not have strong revenues and earnings are operating in an inhospitable economic climate, with the result that their stock prices are severely depressed and they do not have ready access to either the capital markets or to private sources of funding. As a result, the demand for our expertise with technology has been reduced. While we continue to believe that our technology focus makes us more valuable to investors and the companies in this sector, we may expand our scope of business into sectors with similar growth characteristics to technology.

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Our ability to generate revenues tends to suffer during economic slowdowns and periods of market uncertainty.

        Generating revenues is largely dependent upon prevailing economic and market conditions. This is because our revenues are largely based on commissions and fees generated from brokerage activities, financial advisory assignments and capital raising activities, including public equity underwriting. When the economy is depressed, the financial markets are volatile, interest rates are rising or corporate profitability is static or falling, market volume tends to decrease which results in decreased trading activity and commissions generated from our institutional clients. Companies in many sectors of the economy, including technology, have been experiencing a period of difficulty characterized by falling revenues and diminished profitability or increased losses. Additionally, corporate clients are generally unable or unwilling to access the capital markets or, except as necessary, to pursue acquisitions and other significant transactions that generate investment banking fees. Circumstances such as these adversely affect the revenues and profits of securities firms, which will generally suffer during economic downturns or periods of market volatility. Since the spring of 2000, we have operated in a period of decline, uncertainty and general instability in the financial markets. Since September 11, 2001, the markets have been further influenced negatively by acts of terrorism and the threat of war. Market uncertainty continues and it is not clear that market volume will increase and the equity markets will become active again on terms acceptable to prospective technology issuers, and when we will experience a related increase in revenues.

As the economic slowdown continues, we face increased competition from larger investment banking and new boutique firms.

        Larger, more established investment banking firms had previously not been willing to underwrite or advise on smaller investment banking transactions. However, as the economic slowdown continues we have seen increased competition for mandates from these firms. Many of our competitors are significantly larger and more diversified than we are and have significantly greater financial, technical, marketing, research, professional personnel and other resources than we do. We additionally face increased competition from new boutique firms. As there are only a limited number of transactions for which we can currently compete, this trend could continue to have an adverse effect on our investment banking revenue.

Our success is dependent on our key personnel whom we may not be able to retain, and we may not be able to hire enough additional qualified personnel to meet our needs.

        Our business requires the employment of highly skilled personnel. The recruitment and retention of experienced investment banking professionals are particularly important to our performance and success. The loss of the services of any of our key personnel or the inability to recruit and retain experienced sales, trading, research and investment banking professionals in the future could have a material adverse effect on our business, financial condition and operating results. Our continued ability to compete effectively in our business depends on our ability to attract and retain the quality personnel our operations and development require and competition for such personnel is intense.

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We engage in market-making activities, which subject us to increased risks that could be harmful to our business.

        We currently make markets in over 350 Nasdaq-listed stocks. Market-making may result in unpredictable earnings or losses. If we make markets in more volatile securities, we may not be able to manage the risks involved with our market-making activities. In addition, regulations require securities traded on the Nasdaq to trade in decimals instead of fractions. The effect of these regulations has been to decrease the spreads between bid and ask prices, which has made the execution of trades and market-making activities less profitable. If there is any further decline in the spreads that market-makers receive in trading equity securities, our business, financial condition and operating results may be materially adversely affected.

We may incur losses and liabilities in the course of business which could prove costly to defend or resolve.

        Participation in securities underwritings involves significant economic and legal risks. Economic risks include incurring losses if we are unable to resell the securities we committed to purchase, if we are forced to liquidate our commitment at less than the price at which we purchased the securities from the issuer or if we are forced to retain significant position concentrations in individual securities due to market conditions. We intend to participate in the underwriting of initial public offerings and follow-on offerings of the securities of emerging and mid-size growth companies, which often involves a high degree of risk and volatility. Legal risks include potential liability under federal and state securities and other laws for allegedly false or misleading statements made in connection with such securities offerings and other transactions. Substantial legal liability or a regulatory action against us could cause us to incur significant expenses and could have a material adverse effect on our financial position, investment banking business, and reputation.

We have long term lease obligations for more space than we currently need.

        We have long-term leases for a significantly larger amount of space than we currently foresee having the need for given current staffing levels. We are actively trying to sublet this excess space. If we are unable to sublet this space, we will continue to be obligated to pay rent for space we are not occupying and the amounts could be material. We have recorded reserves to provide for the difference between our rental rates and the current market rates available in the cities in which we rent space and considered the estimated time it would take to sublet. To the extent we are unable to sublease the space in the time frame we have estimated or lease rates continue to decrease, we may record additional reserves in future periods.

In order to maintain inclusion of our common stock on the Nasdaq National Market, the bid price for our stock must be at least $1.

        Nasdaq may de-list our common stock if the minimum bid price per share falls below $1 for 30 consecutive business days, although there is a two to three month hearing and appeal process that we can insist be followed before a de-listing decision by the Nasdaq becomes final. The listing of our common stock is important to us and our stockholders, as a listing affords stockholders both a liquid market for their investment and an assurance that we are required to comply with published corporate governance rules that are part of the Nasdaq Stock Market listing standards. Our stock price was $1.27 per share on March 3, 2003. We are considering asking our stockholders to approve a reverse split of our common stock which should have the effect of increasing the trading prices for our shares. If the reverse split is not approved or, if following the reverse split, the trading prices for our common stock

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nonetheless continues to decline, our common stock could be de-listed, if its bid price falls below the minimum bid price requirement of $1.

We are subject to operational risk.

        Operational risk generally refers to the risk of loss resulting from our operations, including, but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems and inadequacies or breaches in our control processes. Managing these risks is critical, particularly in a rapidly changing environment with increasing transaction volumes. In the event of a breakdown or improper operation of systems or improper action by employees, the Company could suffer financial loss, regulatory sanctions and damage to its reputation.

        Our business is highly dependent on communications and information systems, including systems provided by our clearing broker and other third party providers. Any failure or interruption of our systems, the systems of our clearing broker or third party trading systems could cause delays or other problems in our securities trading activities, which could have a material adverse effect on our operating results. In addition, our clearing broker and other third parties provide our principal disaster recovery systems. We do not have a stand-alone disaster recovery plan with other third parties. We cannot assure you that we or third party providers will not suffer any systems failure or interruption, including, but not limited to, one caused by an earthquake, fire, other natural disaster, power or telecommunications failure, act of God, terrorism, act of war or otherwise, or that our or our third party providers' back-up procedures and capabilities in the event of any such failure or interruption will be adequate.

Our business can be adversely affected by development in the securities markets, general economic conditions as well as factors such as terrorism, casualties and other extraordinary events.

        As an investment banking and securities firm, our businesses are materially affected by conditions in the financial markets and in the economy generally, principally in the United States but elsewhere around the world as well. The securities markets have been exceptionally volatile in the last few years and are now at levels substantially below their record highs. Investors have exhibited concerns over a number of factors including the general state of the economy, the integrity of the US financial markets as a result of recent highly publicized scandals and the threat of war and terrorist acts. All of these factors have had a depressing effect on investor confidence and the performance of the financial markets in general. Were the securities markets in the US to be materially disrupted as a result of a war, terrorist acts, natural calamity or serious economic dislocation, our business, revenues and profitability would be seriously affected.

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MANAGEMENT OF THE COMPANY

        The following table sets forth certain information concerning each of the executive officers of the Company:

        The following table sets forth the principal occupation of each of the directors of the Company:

        Andrew D. Klein resigned from the Board of Directors effective February 5, 2003.

Item 2. Properties.

        Our principal executive offices are located in Old Greenwich, Connecticut where we lease approximately 79,000 square feet under a lease which expires in July 2006. Additionally we operate an approximate 54,000 square foot lease in San Francisco which will expire in March 2011. Of this space we have sublet approximately 12,000 square feet through February 2008 and are actively seeking to sublet the remaining space aside from the approximate 22,000 square feet we currently occupy. We have additional office space of approximately 14,000 square feet in San Francisco, which expires in October 2009, which has been sublet in its entirety for the life of the lease. We lease approximately 23,000 square feet of office space in Stamford, Connecticut which we do not currently occupy. The lease for this space expires in March 2003. We lease approximately 3,800 square feet of office space in Boston, Massachusetts under a lease which expires in April 2007. Additionally, we lease approximately

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6,000 square feet in London under a lease which expires in October 2010 and has been sublet in its entirety through February 2006.

Item 3. Legal Proceedings.

        We are currently subject to claims and legal proceedings arising in the normal course of our business. We do not believe that the resolution of such legal proceedings should have a material adverse effect on us.

        On June 28, 1999, certain of the customers of Wit Capital Corporation, our wholly owned subsidiary, filed a purported class action lawsuit in the Superior Court of the State of Delaware in and for New Castle County styled ARTHUR E. BENNING, SR., ET AL. v. WIT CAPITAL GROUP, INC. AND WIT CAPITAL CORPORATION. The seven count complaint charges Wit Capital with (1) breach of contract for alleged failure to comply with the "anti-flipping policy" contained in the account agreement with Wit Capital customers; (2) breach of the implied covenant of good faith and fair dealing by allegedly violating the anti-flipping policy and alleged failure to "maintain adequate computer, communications, personnel, accounting, bookkeeping, and/or other support systems and facilities"; (3) fraud by reason of the fact that Wit Capital allegedly violated its own anti-flipping policy and our alleged first-come/first- served policy in connection with IPOs; (4) negligent misrepresentation in its method of allocation of participation in IPOs; (5) breach of fiduciary duty as a broker; (6) negligence in handling accounts; and (7) violation of Delaware's Consumer Fraud Act. On January 10, 2001, the court issued an opinion denying plaintiffs' motion for class certification, and on February 15, 2001 entered an order dismissing the action of the named parties as individual defendants in light of the arbitration provision in the plaintiffs' customer agreements. In March 2001, the plaintiffs appealed the order and opinion of the Superior Court denying class certification. In November 2001, the Supreme Court of Delaware reversed the decision of the lower court's denial of class status on the basis that the trial judge did not allow enough discovery to determine if the necessary elements to decide class status were present. We intend to continue to defend the lawsuit vigorously. We do not believe that this lawsuit should have a material adverse effect on us.

        On May 15, 2000, two Wit Capital Corporation customers filed a purported class action lawsuit in the Circuit Court of Cook County Illinois styled JOSEPH YOUNES AND ROSANNE T. YOUNES v. WIT CAPITAL CORPORATION. Plaintiffs purport to represent a class of investors who maintain brokerage accounts with Wit Capital from January 1, 1999 to the present, and asserted state statutory and common law causes of action. Wit Capital filed a Notice of Removal in the United Stares District Court, Northern District of Illinois, Eastern Division, on June 22, 2000 on the grounds that the Securities Litigation Uniform Standards Act of 1998 preempted the claims asserted. After significant motion practice and two motions to remand, on September 20, 2001, the Court granted Plaintiff's second motion to remand and denied Wit Capital's motion to dismiss as moot. The case was transferred back to the Circuit Court of Cook County on October 11, 2001 and plaintiffs amended their complaint twice. Plaintiffs' current complaint asserts state statutory and common law causes of action. In response to Wit Capital's motion to dismiss the Second Amended Complaint for failure to state a claim, on August 5, 2002, the Court entered an order striking certain allegations, dismissing plaintiffs' cause of action for breach of fiduciary duty/unjust enrichment with leave to seek amendment after discovery, and dismissing plaintiffs' cause of action for negligence/intentional tort without prejudice with leave to seek an amendment immediately. Wit Capital answered the remaining counts of the Second Amended Complaint on December 20, 2002. On December 18, 2002, plaintiffs sought leave to file a Third Amended Complaint, repleading the cause of action for negligence/intentional tort. The Court granted plaintiffs such leave, and on January 17, 2003, Wit Capital moved to dismiss the Third Amended Complaint for failure to state a claim. Wit Capital's motion to dismiss the Third Amended Complaint is scheduled to be heard in March 2003. We intend to continue to defend the lawsuit

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vigorously and have filed a motion to dismiss the complaint in state court. We do not believe that this lawsuit should have a material adverse effect on us.

        Our Company and one or more of our subsidiaries are among the numerous financial institutions named as defendants in purported securities class actions filed in the United States District Court for the Southern District of New York. The actions allege improper IPO allocation practices, and were brought by persons who, either directly or in the aftermarket, purchased IPO securities during the period between March 1997 and December 2000. The plaintiffs allege that we (or our named subsidiaries) and other IPO underwriters required persons receiving allocations of IPO shares (and, in some instances, secondary offering shares) to pay excessive and undisclosed commissions on unrelated trades and to purchase shares in the aftermarket at specified escalating prices, in violation of the federal securities laws. The plaintiffs seek unspecified compensatory damages, interest, attorneys' fees and costs. In addition, issuers that have been named as defendants in these actions have stated their intention to seek indemnification from the underwriters. The forty-eight actions in which we or one or more of our subsidiaries were named have been consolidated into thirty-one cases, each involving a distinct offering. Those cases, and approximately two-hundred-eighty others in which we and our subsidiaries are not named, have been coordinated for pretrial purposes before a single judge. A lawsuit filed by a single plaintiff against us, containing similar allegations relating to IPO practices, is pending as a related case before the same judge. We believe we have a meritorious defense to these actions and intend to defend them vigorously. We do not believe the lawsuits should have a material adverse effect on us.

Item 4. Submission of Matters to a Vote of Security Holders.

        None.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

        Our common stock has traded on the Nasdaq National Market under the symbol "SNDV" since August 20, 2001. Prior to August 20, 2001 our common stock traded under the symbol "WITC". The following table sets forth the range of high and low sales prices reported on the Nasdaq National Market for the periods indicated.

        The closing sale price of the Company's common stock on February 28, 2003 was $1.27. The number of holders of record of the Company's common stock as of that date was 608. The number of stockholders of record does not reflect the actual number of individual or institutional stockholders of the Company as certain shares are held in the name of nominees.

        We have never declared or paid cash dividends on our common stock. We do not anticipate paying cash dividends on our common stock in the foreseeable future.

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        During 2002, pursuant to a Board authorized repurchase program, we repurchased 4.3 million shares of our common stock at an average price of $1.25 per share. As of December 31, 2002, approximately 6.0 million shares of our common stock remain for purchase under the program.

Recent Sales of Unregistered Securities

        None.

Item 6. Selected Financial Data.

        The following summary selected financial data for the years ended December 31, 2002, 2001, 2000, 1999 and 1998 has been derived from SoundView's consolidated financial statements. The selected financial data should be read in conjunction with the consolidated financial statements and related notes thereto and with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" which are included elsewhere in this Annual Report on Form 10-K.

15

SoundView Technology Group, Inc.
Statement of Operations Data
(dollars in thousands, except per share data)

(1)

Includes unrestricted cash held at clearing broker.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

        The following discussion should be read with the consolidated financial statements of SoundView Technology Group, Inc. and subsidiaries and related notes thereto and Item 6, "Selected Financial Data" appearing elsewhere in this report.

Critical Accounting Policies

        The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable. Actual results could differ from these estimates. A summary of our accounting policies is set forth in Note 3 to the consolidated financial statements. In our view, the policies that involve the most subjective judgments are set forth below.

        As of December 31, 2002, we hold approximately $15.6 million in private equity investments and in investment funds in which the majority of the underlying investments are in privately held companies. We carry our investments at fair value, with the accompanying gains and losses reflected in our results of operations. The determination of fair value requires management to make estimates based on available information including the company's earnings, sales, operating developments and recent transactions in the company's securities. Our determination of fair value may not necessarily represent the amounts that might ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the investments are actually liquidated. We may recognize additional future losses related to our investment portfolio based on specific circumstances surrounding an individual investment or if market conditions decline further in certain sectors.

        During 2002 and 2001, we recorded loss reserves of $11.4 million and $12.4 million, respectively, for our obligations under certain of our operating leases for unoccupied office space when estimated future sublease income is not expected to cover the lease obligation for the remainder of the lease term. At December 31, 2002, we had a loss reserve of $19.1 million related primarily to our lease commitment for an unused portion of our office space in San Francisco, California. We may determine that additional adjustments to the loss reserve are necessary during 2003 based on market conditions and other factors existing in 2003 regarding the demand for office space in San Francisco, California.

        The Company accounts for income taxes in accordance wit