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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

November 8, 2002
Date of Report (Date of earliest event reported)


INVESTMENT TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware   0-23644   95-2848406
(State or other jurisdiction of
incorporation or organization)
  (Commission file number)   (I.R.S. Employer
Identification No.)

380 Madison Avenue
New York, New York 10017
(Address of principal executive offices)

(212) 588-4000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)





Item 5. Other Events.

        As previously reported by Investment Technology Group, Inc. ("ITG") in its Current Report on Form 8-K, dated September 3, 2002, Indigo Acquisition Corp., a wholly owned subsidiary of ITG, merged with and into Hoenig Group Inc. ("Hoenig"), with Hoenig surviving the merger.


Item 7. Financial Statements and Exhibits.

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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 hereunto duly authorized.

    INVESTMENT TECHNOLOGY GROUP, INC.
(Registrant)

Date:        November 8, 2002

 

By:

/s/  
HOWARD C. NAPHTALI      
Howard C. Naphtali
Chief Financial Officer and
Duly Authorized Signatory of Registrant

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EXHIBIT INDEX

Exhibit No.
  Description
23.1   Consent of Deloitte & Touche LLP

99.1

 

Consolidated financial statements of Hoenig Group Inc. as of December 31, 2001 and for the year then ended (restated)

99.2

 

Consolidated financial statements of Hoenig Group Inc. as of June 30, 2002 and for the three and six-month periods ended June 30, 2002 and 2001 (unaudited)

99.3

 

Unaudited pro forma condensed combined financial information

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