================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 OR [ ] 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 0-28191 -------------- ESPEED, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 13-4063515 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation) 135 EAST 57TH, NEW YORK, NEW YORK 10022 (Address of Principal Executive Offices) (Zip Code) (212) 938-5000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- None None Securities registered pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK, $. 01 PAR VALUE (Title of Class) 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 [X] No [ ] 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] The aggregate market value of voting common equity held by non-affiliates of the registrant, based upon the closing price of the Class A common stock on March 8, 2005 as reported on the Nasdaq National Market, was approximately $ 249,707,490. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding at March 8, 2005 ----- ---------------------------- CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE 30,837,294 SHARES CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE 22,139,270 SHARES DOCUMENTS INCORPORATED BY REFERENCE. NONE. ================================================================================ EXPLANATORY NOTE: This 10-K/A is being filed to include the conformed signature of the auditor on the consent contained in Exhibit 23 which signature was inadvertently omitted from the Edgarized version accepted for filing earlier today. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16th day of March, 2005. eSPEED, INC. By: /s/ Stephen M. Merkel ------------------------------- Name: Stephen M. Merkel Title: Executive Vice President and General Counsel