10-Q/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 0-50670
MARKETAXESS HOLDINGS INC.
 
(Exact Name of Registrant as Specified in Its Charter)
     
DELAWARE   52-2230784
     
(State or Other Jurisdiction of   (IRS Employer Identification No.)
Incorporation or Organization)    
     
140 Broadway, 42nd Floor    
New York, New York   10005
     
(Address of Principal Executive Offices)   (Zip Code)
(212) 813-6000
 
(Registrant’s Telephone Number, Including Area Code)
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
         
Large accelerated filer o   Accelerated Filer þ   Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
At May 3, 2006, the number of shares of the registrant’s common stock outstanding was 30,593,808.
 
 

 

TABLE OF CONTENTS

PART II. OTHER INFORMATION
Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION

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EXPLANATORY NOTE
     We are amending our Form 10-Q for the quarter ended March 31, 2006 to revise the officer certifications set forth in Exhibits 31.1 and 31.2 to reflect the language exactly as set forth in Item 601(b)(31) of Regulation S-K.

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PART II. OTHER INFORMATION
Item 6. Exhibits
     Exhibit Listing
     
Number   Description
 
    
31.1
  Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
    
31.2
  Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  MARKETAXESS HOLDINGS INC.
 		  
Date: June 15, 2006  By:   /s/ RICHARD M. MCVEY    
   
Richard M. McVey 		  
    President and Chief Executive Officer
(principal executive officer) 		  
 
     
Date: June 15, 2006  By:   /s/ JAMES N.B. RUCKER    
   
James N. B. Rucker 		  
    Chief Financial Officer
(principal financial and accounting officer) 		  
 

 

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EXHIBIT INDEX
     
EXHIBIT    
 
    
31.1
  Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
    
31.2
  Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002