Attached files
Table of Contents
As
filed with the Securities and Exchange Commission on November 13, 2009.
Registration No. 333-161632
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
GAIN CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
6221 (Primary Standard Industrial Classification Code Number) |
20-4568600 (I.R.S. Employer Identification Number) |
550 Hills Drive
Bedminster, New Jersey 07921
(908) 731-0700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Bedminster, New Jersey 07921
(908) 731-0700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Glenn H. Stevens
President and Chief Executive Officer
GAIN Capital Holdings, Inc.
550 Hills Drive
Bedminster, New Jersey 07921
President and Chief Executive Officer
GAIN Capital Holdings, Inc.
550 Hills Drive
Bedminster, New Jersey 07921
(Name, address including zip code and telephone number, including area code, of agent for service)
Copies to:
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 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after
the effective date hereof.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box. o
If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
Table of Contents
EXPLANATORY NOTE
This Amendment No. 2 to registration statement on Form S-1 is being filed by GAIN Capital
Holdings, Inc., a Delaware corporation, in order to file certain exhibits with the Securities and
Exchange Commission. No change is made to the preliminary prospectus constituting Part I of the
registration statement or Items 13, 14, 15, 16(b) or 17 of Part II of the registration statement.
Accordingly, this Amendment No. 2 only consists of the facing page, this explanatory note, Part II,
the signatures and the exhibits.
- i -
TABLE OF CONTENTS
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table indicates the expenses to be incurred in connection with the offering
described in this Registration Statement, other than underwriting discounts and commissions, all of
which will be paid by us. All amounts are estimated except the Securities and Exchange Commission
(SEC) registration fee and the Financial Industry Regulatory Authority (FINRA) filing fee.
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. |
Item 14. Indemnification of Directors and Officers.
Section 102 of the General Corporation Law of the State of Delaware permits a corporation to
eliminate the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director, except where the
director breached his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our
certificate of incorporation provides that no director shall be personally liable to us or our
stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability, except to the extent that the General Corporation Law
of the State of Delaware prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty.
Section 145 of the General Corporation Law of the State of Delaware provides that a
corporation has the power to indemnify a director, officer, employee, or agent of the corporation
and certain other persons serving at the request of the corporation in related capacities against
expenses (including attorneys fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by the person in connection with an action, suit or proceeding to which he or
she is or is threatened to be made a party by reason of such position, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful, except that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Our certificate of incorporation provides that we will indemnify each person who was or is a
party or threatened to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of us) by reason of the fact that he or she is
or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to
serve, at our request as a director, officer, partner, employee or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such
persons being referred to as an Indemnitee), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with
respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or
her conduct was unlawful. Our certificate of incorporation provides that we will indemnify any
Indemnitee who was or is a party to an action or suit by or in the right of us to procure a
judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become,
our director or officer, or is or was serving, or
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has agreed to serve, at our request as a director, officer, partner, employee or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys fees) and, to the extent permitted by law, amounts paid
in settlement actually and reasonably incurred in connection with such action, suit or proceeding,
and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, our best interests, except that no indemnification
shall be made with respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to us, unless a court determines that, despite such adjudication but in view
of all of the circumstances, he or she is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits
or otherwise, he or she will be indemnified by us against all expenses (including attorneys fees)
actually and reasonably incurred in connection therewith. Expenses must be advanced to an
Indemnitee under certain circumstances.
In addition to the indemnification provided for in our certificate of incorporation, we expect
to enter into separate indemnification agreements with each of our directors and executive officers
which may be broader than the specific indemnification provisions contained in the Delaware General
Corporation Law prior to completion of this offering. These indemnification agreements may require
us, among other things, to indemnify our directors and executive officers for some expenses,
including attorneys fees, judgments, fines and settlement amounts incurred by a director or
executive officer in any action or proceeding arising out of his service as one of our directors or
executive officers, or any of our subsidiaries or any other company or enterprise to which the
person provides services at our request. We believe that these provisions and agreements are
necessary to attract and retain qualified individuals to serve as directors and executive officers.
Item 15. Recent Sales of Unregistered Securities.
During the three year period preceding the date of the filing of this registration statement,
we have issued securities in the transactions described below without registration under the
Securities Act of 1933. These securities were offered and sold by us in reliance upon exemptions
from the registration requirements provided by Section 4(2) of the Securities Act of 1933,
Regulation D under the Securities Act as transactions by an issuer not involving a public offering
or Rule 701 under the Securities Act of 1933 as transactions pursuant to written compensatory
benefit plans and contracts relating to compensation with our employees.
Issuances of capital stock
On January 11, 2008, we issued and sold an aggregate of 2,611,606 shares of Series E preferred
stock to certain investors at a purchase price per share of $44.80 for an aggregate purchase price
of $116,999,948.80. The investors consisted of 3i U.S. Growth Partners L.P., 3i Technology
Partners III L.P., VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV,
L.P., VantagePoint Venture Partners IV Principals Fund, L.P. and VP New York Venture Partners L.P.
All purchasers of shares of our common stock and our preferred stock described above
represented to us in connection with their purchase that they were accredited investors and were
acquiring the shares for investment and not distribution, that they could bear the risks of the
investment and could hold the securities for an indefinite period of time. The purchasers received
written disclosures that the securities had not been registered under the Securities Act and that
any resale must be made pursuant to a registration or an available exemption from such
registration.
Item 16. Exhibits and financial statement schedules.
(a) Exhibits
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. |
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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. |
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Table of Contents
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. |
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(b) Financial Statement Schedules.
None
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing
specified in the underwriting agreements, certificates in such denominations and registered in such
names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this amendment no. 2 to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Bedminster, State of
New Jersey, on this 13th day of
November, 2009.
GAIN CAPITAL HOLDINGS, INC. |
||||
By: | /s/ Glenn H. Stevens | |||
Glenn H. Stevens | ||||
President and Chief Executive Officer | ||||
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Table of Contents
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this amendment no. 2 to
registration statement has been signed by the following persons in the capacities and on the dates
indicated.
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 signature set forth below, the undersigned, pursuant to the duly authorized powers of
attorney filed with the Securities and Exchange Commission, has signed this amendment no. 2 to
registration statement on behalf of the persons indicated.
* By:
|
/s/ Glenn H. Stevens
|
|||
Attorney-in-Fact |
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EXHIBIT INDEX
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. |
Table of Contents
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. |
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10.42 | | Software Licensing and Services Agreement, dated December 1, 2004, by and between Questrade, Inc. and GAIN
Capital, Inc. |
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10.43 | | License Agreement, dated August 9, 2007, by and between GAIN Capital Group, LLC and Metaquotes Software Corp. |
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10.44 | * | Agreement, dated November 22, 2004, by and between esignal, a division of Interactive Data Corporation, and GAIN
Capital, Inc. |
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10.45 | | Sales Lead Agreement, dated October 9, 2006, by and between GAIN Capital Group, LLC and Trading Central. |
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10.46 | | Forex Introducing Broker Agreement, dated April 20, 2005, by and between GAIN Capital Group, Inc. and
TradeStation Securities, Inc. |
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10.47 | | Addendum to Introducing Broker Agreement, dated October 1, 2007, by and between GAIN Capital Group, LLC and
TradeStation Securities, Inc. |
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10.48 | | Second Addendum to Introducing Broker Agreement, dated April 1, 2009, by and between GAIN Capital Group, LLC and
TradeStation Securities, Inc. |
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21.1* | * | Subsidiaries of the Registrant. |
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23.1* | * | Consent of Deloitte & Touche LLP. |
Table of Contents
Exhibit No. | Description | |||
23.2* | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |
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23.3* | * | Consent of Aite Group, LLC. |
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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. |