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): June 16, 2005 KNIGHT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-14223 22-3689303 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 525 Washington Boulevard, Jersey City, NJ 07310 (Address of principal executive offices) (Zip Code) (201) 222-9400 (Registrant's telephone number, including area code) Knight Trading Group, Inc. ------------------------------------------------------------- (Former name, former address and former fiscal year, 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: |_| 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) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 7.01 Regulation FD Disclosure The following information, including Exhibits 99.1, is furnished under Item 7.01, "Regulation FD Disclosure". This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. On June 16, 2005, the Registrant issued a press release announcing that it has completed its acquisition of the business of Direct Trading Institutional LLC (successor-in-interest to Direct Trading Institutional, Inc.) ("Direct Trading"), a privately held firm providing direct access trading to institutional clients. The Registrant previously announced its agreement to purchase the business of Direct Trading on April 4, 2005. The press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. a. Financial Statements Not required b. Pro forma Financial Information Not required c. Exhibits Exhibit No. Description 99.1 Press Release of Knight Capital Group, Inc. issued on June 16, 2005 regarding the completion of the acquisition of the business of Direct Trading Institutional LLC (successor-in- interest to Direct Trading Institutional, Inc.) ================================================================================ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned's duly authorized signatory. Dated: June 16, 2005 KNIGHT CAPITAL GROUP, INC. By: /s/ Andrew M. Greenstein ------------------------------- Name: Andrew M. Greenstein Title: Director, Associate General Counsel and Assistant Secretary ================================================================================ EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of Knight Capital Group, Inc. issued on June 16, 2005 regarding the completion of the acquisition of the business of Direct Trading Institutional LLC (successor-in- interest to Direct Trading Institutional, Inc.)