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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K
                                AMENDMENT NO. 1

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       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 000-30527

                               OPTIMARK HOLDINGS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      22-3730995
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

    10 EXCHANGE PLACE CENTRE, 24TH FLOOR,                          07302
               JERSEY CITY, NJ                                  (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

                                 (201) 536-7112
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                     Common Stock, Par Value $.01 Per Share

     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 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.  [ ]

     As of March 21, 2001, there were 36,612,557 shares of the Registrant's
Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The information called for by Part III is incorporated by reference to
specified portions of the Registrant's definitive Proxy Statement to be issued
in conjunction with the Registrant's 2001 Annual Meeting of Stockholders, which
is expected to be filed not later than 120 days after the Registrant's fiscal
year ended December 31, 2000.

            ITEMS OMITTED PURSUANT TO REGULATION SECTION 240.12b-25
Part II, Items 6, 7, 7A, and 8; Part IV Item 14.
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                            OPTIMARK HOLDINGS, INC.

                                   FORM 10-K
                               DECEMBER 31, 2000

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         NO.
                                                                         ----
<S>        <C>                                                           <C>
                                   PART I
Item 1.    Business....................................................    3
Item 2.    Properties..................................................    8
Item 3.    Legal Proceedings...........................................    8
Item 4.    Submission of Matters to a Vote of Security Holders.........    9
Item 4A.   Executive Officers of the Registrant........................    9
                                   PART II
Item 5.    Market for Registrant's Common Equity and Related
           Stockholder Matters.........................................   11
Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure....................................   12
                                  PART III
Item 10.   Directors and Executive Officers of the Registrant..........   12
Item 11.   Executive Compensation......................................   12
Item 12.   Security Ownership of Certain Beneficial Owners and
           Management..................................................   12
Item 13.   Certain Relationships and Related Transactions..............   12

SIGNATURES.............................................................   13
</TABLE>

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                           FORWARD LOOKING STATEMENTS

     This Annual Report on Form 10-K includes forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are based on our beliefs and assumptions, and on information
currently available to us. Forward-looking statements include the information
concerning our possible or assumed future results of operations set forth in
Part II, Item 7 -- "Management's Discussion and Analysis of Financial Condition
and Results of Operations." Forward-looking statements also include statements
in which words such as "expect", "anticipate", "contemplate", "intend", "plan",
"believe", "estimate", "consider" or similar expressions are used.

     Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions, including the risks discussed
under the heading, "Management's Discussion and analysis of Financial Condition
and Results of Operation" elsewhere in this Form 10-K. Our future results and
stockholder values may differ materially from those expressed in these
forward-looking statements. Many of the factors that will determine these
results and values are beyond our ability to control or predict. Investors are
cautioned not to put undue reliance on any forward-looking statements. In
addition, we disclaim any intention or obligation to update forward-looking
statements after the filing of this Annual Report, even if new information,
future events or other circumstances have made them incorrect or misleading. For
these statements, we claim the protection of the safe harbor for forward-looking
statements contained in Section 21E of the Exchange Act.

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                                     PART I

ITEM 1.  BUSINESS

     OptiMark Holdings, Inc. (the "Company" or "OptiMark", "we" or "our") was
established as a holding company on June 12, 2000 as the result of a
reorganization of the company formerly known as OptiMark Technologies, Inc.
OptiMark Technologies, Inc. was the successor to a company that had been founded
in 1996 to begin development of software for use in an electronic system for
trading stocks and other financial instruments, goods and services.

     We develop software and provide design, development and maintenance
services for building and operating electronic markets and exchanges. We enable
clients to build markets and exchanges in which buyers and sellers may submit
orders for products and services. Our software matches the orders of buyers and
sellers and provides other functions required to operate the market or exchange.
These markets and exchanges may be external (with multiple unrelated
participants) or internal (customer orders matched within a single firm).

     We attempt to generate revenues from

     - receiving fees for licensing the use of our software and intellectual
       property;

     - providing design and development services related to the customization of
       our software;

     - receiving royalties or other transaction based fees based on transactions
       completed using our software;

     - providing support and maintenance services for our software; and

     - receiving equity in the clients to which we provide our software and
       services in consideration of such software and services.

     Prior to September 19, 2000, we were also in the business of owning and
operating exchanges or exchange facilities which used the OptiMark software and
services. This business was discontinued on September 19, 2000 due to high fixed
costs and lack of revenue because of the failure of these proprietary exchange
facilities to attract users or liquidity.

     Our goal is to become a leading provider of software and services for
electronic markets and exchanges. The key elements of our strategy are to

     - continue to pursue new clients and business opportunities;

     - continue to work with our existing clients and to seek ways to expand
       these relationships;

     - continue to develop and enhance our software that serves as the base for
       future product offerings;

     - build a business development capability; and

     - build strategic relationships with major technology companies and
       consulting companies as a marketing channel for our products through
       referrals.

     We intend to enter other securities and non-securities electronic markets
and exchanges. Examples of markets we are targeting include time shares,
insurance, energy, data transfer over networks and communication channels, and
options trading.

     We employ a business model that focuses on those areas of a business
opportunity where we can add the most value. We believe that our expertise in
designing and developing software for markets and exchanges gives us a
competitive advantage.

     We have contracted with the largest and fastest growing electronic equities
exchange, The Nasdaq Stock Market, Inc., to assist in its efforts to build its
next generation trading system. We believe that this relationship gives us a
competitive advantage in attracting new clients.

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     We will continue to invest in and develop personnel. We believe that
investing in personnel is key to delivering superior software and services. We
intend to continue our practice of aggressively recruiting high caliber
personnel and retaining these personnel by providing appropriate compensation
incentives.

  Software and services

     Our software and services allow us to create markets and exchanges that
range from simple to complex. Our clients typically operate and manage these
markets and exchanges. We work with our clients to customize our software, and
design and develop new software, according to the requirements of the client's
market or exchange, the buyers and sellers who participate in the market or
exchange, and the particular products or services that are bought and sold on
the market or exchange. We also test and integrate that software with the
client's existing systems.

     Our software is based on proprietary technology that allows buyers and
sellers to buy and sell products and services. We currently offer two versions
of our software, which meet different client needs. These are the OptiMark
basic market platform and the OptiMark multi-attribute platform.

     Our services help clients determine the features that are critical to
increasing the appeal and efficiency of their markets and exchanges and we
deliver software and services to implement these features.

     We believe we bring at least three contributions to our clients:

     - software that includes patented and patent pending algorithms;

     - experience in designing and developing simple and complex markets and
       exchanges; and

     - modular components that enable faster design, integration, and
       implementation and therefore, faster time to market.

  OptiMark basic market platform

     The OptiMark basic market platform is used to match buyers and sellers of
products and services where generally only price and volume differentiate orders
from each other. The matching is done by means of a sophisticated and patented
process designed to maximize the volume traded while optimizing the price. This
helps to ensure fair treatment of both buyers and sellers.

     The OptiMark basic market platform provides a market or exchange where all
matched orders from buyers and sellers are executed. We believe that the
OptiMark basic market platform is unique because it

     - aggregates orders so that several buyers or sellers desiring to trade a
       smaller quantity of a product or service can be matched with one or more
       sellers or buyers desiring to trade a larger quantity of the product or
       service;

     - allows buyers and sellers possibly to buy or sell a product or service at
       a price better than they originally indicated, also known as "price
       improvement;"

     - permits buyers to enter multiple price and quantity orders to indicate
       fully their trading intent and therefore bid a price premium for a higher
       quantity (for example, a buyer may place an order to buy 1000 shares of
       company XYZ at $10 per share or alternatively, to buy 2000 shares at
       $10.50); a seller may do the opposite, (for example, offer a lower price
       for progressively larger quantities). The resulting spread between the
       bid and offer prices gives rise to the possibility of price improvement.

     - enables traders to use complex trading strategies including multiple
       price and quantity inputs on multiple items;

     - controls the extent that a buyer's or seller's identity and orders are
       made known to other buyers and sellers; and

     - may be configured to schedule matches of orders periodically or on a
       continuous basis.

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<PAGE>   6

     We are targeting several categories of potential clients for the OptiMark
basic market platform. We are seeking existing and new exchanges that would
benefit from this full function platform and the ability of users to enter
multiple price and quantity orders. Current prospects for this platform include
an options consortium.

     We are targeting potential clients who would use the platform in their
internal markets, for example, where an institution's orders are matched
internally before they are transmitted outside to an exchange for execution. Our
current prospects include large brokerage and banking institutions that have
sizable retail and institutional volume.

     We are also targeting potential clients who use Compaq's Tandem computers
in their exchanges and markets. Tandem computers are widely used to validate
credit card transactions, process ATM transactions, process airline
reservations, record telephone usage for billing systems, and manage inventory
distribution. We believe that we have an experienced team of Tandem
technologists and intellectual property, particularly as this technology is
applied in the financial services industry to high volume mission critical
applications. In this area, The Nasdaq Stock Market, Inc. has contracted with
OptiMark to develop key portions of its next generation electronic trading
system, which will include portions of the OptiMark basic market platform.
OptiMark intends to use its Tandem-related skills for clients in financial
services and other industries.

  OptiMark multi-attribute platform

     The OptiMark multi-attribute platform is used in markets and exchanges
where more than price and quantity define a product or service that is to be
bought and sold. The OptiMark multi-attribute platform allows buyers and sellers
to define orders for a product or service in terms of multiple specifications
and preferences.

     Once a buyer or seller enters a product or service description, the
description is compiled into a database. The platform produces a list of other
sellers and buyers who are ranked in order of who most closely meets the
description. Then, the buyer or seller can decide whether to

     - buy or sell the product or service;

     - redefine the product specifications; or

     - search or negotiate with chosen sellers or buyers.

     We believe that the OptiMark multi-attribute platform is unique because it
allows for a more complete product description than other platforms. Through the
use of multiple attributes, preferences and aggregation, a buyer or seller is
able to refine their product or service definitions precisely to describe their
full intent and, if desirable, negotiate alternative features and options.

     We believe that these features allow our clients to differentiate their
market or exchange from their competition. However, it is important that our
clients' markets offer standard communication and connectivity to outside
functions that are important to those markets. Therefore, the platform includes
the ability to incorporate market data into the market or exchange.

  Existing clients

     As of March 15, 2001, we had definitive agreements with three clients.

     We have contracted with The Nasdaq Stock Market, Inc. to develop its next
generation trading system, which is known as the SuperMontage system. Since
October 2, 2000, we have earned development fees in the amount of $2,800,000 and
$4,900,000 through December 31, 2000 and March 15, 2001, respectively, and will
continue to earn $700,000 per month until the earlier of the public launch of
the SuperMontage system or October 31, 2001. We have earned an additional
development amount of $750,000 for delivering certain services and deliverables
by a specified milestone date and may earn additional amounts that may total as
much as $5,000,000 if we deliver certain services and deliverables by specified
milestones dates over the next year. If Nasdaq uses our SuperMontage
implementation for actual trading (as opposed to an implementation that Nasdaq
may develop on its own), then Nasdaq has agreed to enter into a four year

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<PAGE>   7
software and services maintenance contract, which will generate revenues of not
less than $200,000 per month. Under the contract and with certain specified
exceptions, we agreed not to provide our software or services to other parties
who are developing markets and exchanges for trading financial instruments
unless Nasdaq gives its consent. However, this exclusivity will lapse unless
Nasdaq agrees to certain extensions of the work currently being performed. This
agreement contains certain provisions under which Nasdaq may terminate the
agreement early and without cause upon the payment of a termination fee. The
agreement also contains a right of Nasdaq to receive unrestricted use of certain
intellectual property created by us pursuant to the agreement in the event we
fail to maintain a current ability to meet financial obligations on a timely
basis. Nasdaq has recently initiated discussions with regard to restructuring
this SuperMontage development agreement including possible changes in the timing
or reductions in the amounts of milestone or development payments and
alterations in the specifications of assigned tasks. These discussions are at an
early stage and there is no certainty about the outcome.

     We have an agreement with Asset International, Inc. to develop a service to
be offered on its Plansponsor.com website. The service will enable 401(k)
retirement plan administrators of companies having less than 500 employees to
match 401(k) plan demographics and buying criteria to appropriate investment
managers. In the first five years of the contract, we will receive 35% of
revenues generated and collected from the websites that use our software, less
development fees and expenses paid to us. After the fifth year, we will receive
20% of these revenues. We will also receive development fees that are based on,
but discounted from, our standard rates and we will be reimbursed for expenses
incurred during the development. We will also provide software support services
that are based on, but discounted from, our standard rates. We will provide
maintenance services at no charge to Asset International, Inc. We have received
1.67% of the common stock of Asset International, Inc. We have granted Asset
International limited exclusivity on this use of our intellectual property.

     We have also contracted with Japan OptiMark Systems, Inc. to develop a
system for trading Japanese equities within the territory of Japan. We will
receive a royalty for the use of our software, which is based on the revenues
generated from the system. No royalties will be received until the system
generates certain revenues based on completed transactions. Based on current low
volumes, no royalties are anticipated in the foreseeable future. We have earned
approximately $15,000,000 for the period of May 1999 through March 15, 2001 for
the development, and maintenance and support, of the system and have been and
will continue to be reimbursed for expenses incurred. OptiMark has also
purchased 15% of the shares of JOS common stock. OptiMark has granted JOS
exclusivity for trading certain equities in Japan.

  Competition

     In the growing Internet area, many companies provide services and products
to enable electronic markets and exchanges. Competition in this market is
rapidly increasing, and we expect that competition will further increase in the
future. Our competition, both direct and indirect, potentially comes from a wide
range of companies involved in electronic commerce, including:

     - companies that provide software that allows for the establishment of
       electronic markets and exchanges;

     - companies that develop and operate trading systems;

     - companies that operate websites that provide auction features to buyers
       and sellers;

     - providers of stand-alone software products that make available to buyers
       technology for conducting online auctions of products and services; and

     - professional service and consulting firms offering similar services.

     Currently, we believe that our greatest competition will be from General
Electric's global exchanges, Ariba Inc.'s Dynamic Trade, Idapta Inc., eSpeed
Inc., and ecMarket.com Inc.

  Research and development

     We originally began developing the OptiMark software in 1994 and we
continue to enhance the software on an ongoing basis. As of March 15, 2001, our
research and development team included approximately sixty-
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three employees and consultants. The research and development team includes a
number of key members that have extensive experience with trading systems,
advanced mathematics and computer programming.

     We believe our technical personnel and core technologies represent a
significant competitive advantage. We believe a technically skilled and highly
productive research and development team is a key component for the success of
new and better product offerings.

     We expect that most of our technology and enhancements to existing and
future systems will be developed internally. However, we currently license
certain externally-developed technologies and will continue to evaluate
externally-developed technologies to integrate with our systems.

  Intellectual property and proprietary rights

     As of March 15, 2001, we held seven issued United States patents and nine
pending United States patent applications. As of that date, we also held
seventeen issued international patents and sixty-one pending international
patent applications. We plan to file additional patent applications, both
domestically and internationally, as we create new inventions. We also have
discontinued prosecution of patent applications and maintenance of patents that
were deemed to be strategically unimportant, either because of geography or
subject matter.

     We seek to protect our trade secrets, service marks, trademarks, and
copyrights through a combination of laws and contractual restrictions, such as
confidentiality and license agreements. We attempt to register our trademarks
and service marks in the United States and internationally. We have registered
our corporate logo and the mark "OPTIMARK," among others, in the United States
and internationally in several countries. However, effective trademark, service
mark, trade secret, and copyright protection may not be available in every
country in which OptiMark's software may be made available. We also have
discontinued prosecution of trademark applications and maintenance of trademark
that were deemed to be strategically unimportant, either because of geography or
subject matter.

  Sales, marketing and business development

     We believe that there are four main categories of sales, marketing and
business development that we will need to master in order to be successful:

     - Direct Sales -- We will focus our initial direct sales effort on a number
       of core vertical markets. These include financial services,
       transportation and energy.

     - Channel Marketing -- We will make other providers of e-commerce solutions
       and exchange builders aware of the capabilities of our software and
       services. This will enable us to become part of a flow of deals and
       business. We have identified channel segments including e-commerce
       integrators, marketplace builders and integration solution
       providers.

     - Marketing Outreach -- We will leverage the marketing materials used in
       our direct sales and channel marketing efforts to clarify our software
       and services and deliver a common message. For this purpose we have
       employed the services of a public relations and marketing firm and a
       design firm.

     - Partnerships/Acquisitions -- We will develop an active program to
       identify and seek opportunities to enhance our product offerings through
       formalized partnerships or acquisition of technology and people.

EMPLOYEES

     As of March 15, 2001, we had one-hundred twenty-seven full-time employees,
sixty-three of whom were engaged in research and development, forty-four in
quality assurance, testing and operations, eight in sales and marketing, and
twelve in executive, finance, administration and personnel. We have never had a
work stoppage and our employees are not represented by any collective bargaining
unit.

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  Financial information about industry segments

     Please refer to the financial statements for financial information about
our industry segments.

  Financial information about foreign and domestic operations and export sales

     Financial information about our foreign and domestic operations and export
sales, as applicable, is included in the financial statements and is
incorporated by reference.

  Discontinued operations

     Until September 19, 2000, the Company operated in two segments. The first
segment, the Exchange Solutions Business, was formerly referred to as the
Electronic Markets Business. The Exchange Solutions Business operates under the
Company's wholly-owned subsidiary, OptiMark, Inc. The second segment, the US
Equities Business, operated under the Company's wholly-owned subsidiary,
OptiMark US Equities, Inc. We discontinued the operations of the US Equities
Business on September 19, 2000. We continued operations of the Exchange
Solutions Business after that date. As of that date all criteria for the
measurement date per APB 30, "Reporting the Results of Operations -- Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions", had been met.

ITEM 2.  PROPERTIES

     Our headquarters are located in Jersey City, New Jersey. We sublease
approximately 32,000 square feet under a sublease that expires in February 2014.
We also lease approximately 14,000 square feet for our data center in Jersey
City, New Jersey. However, that leasehold will be reduced to approximately 3,300
square feet as of April 1, 2001 with a remaining term to September 30, 2008. In
addition, we lease approximately 2,000 square feet in Durango, Colorado for use
as a scientific research office on a month-to-month basis. The Company also has
small representative offices in Toronto, Canada and Tokyo, Japan. All of the
foregoing space consists of standard commercial office premises in metropolitan
areas. We believe that our present facilities are adequate for our current
needs.

ITEM 3.  LEGAL PROCEEDINGS

     The Company or its subsidiaries are subject to the following legal
proceedings:

     1. In the Matter of the Arbitration between International Exchange
Networks, Ltd. against OptiMark Technologies, Inc., OptiMark Holdings, Inc.,
OptiMark, Inc. and OptiMark US Equities. On February 8, 2001, Claimant,
International Exchange Networks, Ltd. ("IXnet"), filed a statement of claim
before the American Arbitration Association ("AAA"), amended on March 6, 2001,
alleging that IXnet entered into a master services agreement with all of the
named respondents under which IXnet agreed to provide telecommunications
services and equipment to respondents to support OptiMark US Equities, Inc.'s
matching engine technology in exchange for respondents' commitment to pay
certain monthly fees. IXnet alleges that respondents later improperly terminated
the master services agreement and are thus liable for damages totaling
$18,625,504.14, exclusive of interest and costs. The Company intends vigorously
to defend this action. On March 26, 2001, a temporary restraining order was
issued by the Supreme Court of the State of New York stopping the arbitration
pending a hearing on April 5, 2001 on opposition by the Company to the
arbitration.

     2. Transamerica Business Credit Corporation, Wells Fargo Equipment Finance,
Inc., Diamond Lease (U.S.A.), Inc. and Linc Capital, Inc. v. OptiMark US
Equities, Inc. f/k/a OptiMark Technologies, Inc., OptiMark, Inc. and OptiMark
Holdings, Inc., Superior Court of New Jersey -- Hudson County. Plaintiffs filed
this action on February 9, 2001 and assert claims that allegedly arise out of a
master lease agreement pursuant to which it is alleged that OptiMark US
Equities, Inc. agreed to lease computer and other business equipment. Plaintiffs
contend that OptiMark US Equities, Inc. breached the master lease by, among
other things, failing to pay the amounts due under the master lease and by
transferring certain of the equipment to the other subsidiaries of the Company.
Based on these allegations, plaintiffs make claims for replevin, breach of

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contract, tortious interference, fraudulent conveyance, punitive damages, and
attorneys' fees in unspecified amounts. The Company intends vigorously to defend
this action.

     3. Comdisco, Inc. v. OptiMark Technologies, Inc. and Avnet, Inc. State of
Connecticut Superior Court, Judicial District of Fairfield at Bridgeport.
Plaintiff filed a Complaint on December 18, 2000. The action seeks possession of
leased equipment, proceeds from sale of leased equipment, a deficiency judgment
in an unspecified amount, and fees and costs and interest. Since the complaint
was filed, most, if not all, of the equipment was returned consensually to
Comdisco. The Company intends vigorously to defend this action.

     4. Comdisco, Inc. v. OptiMark Technologies, Inc., Superior Court of New
Jersey Law Division -- Hudson County. Plaintiff filed a complaint in this action
on January 23, 2001 naming OptiMark Technologies, Inc. as a defendant. In the
complaint, Comdisco alleges that OptiMark Technologies, Inc. breached a master
lease agreement with Comdisco under which it was obligated to make lease
payments for computer equipment leased to it by Comdisco. The complaint seeks an
order of replevin to recover the equipment at issue as well as damages of
$1,732,617.36 for breach of the lease. Since the complaint was filed, most, if
not all, of the equipment was returned consensually to Comdisco. This action is
similar to, and based on the same master lease agreement, as the action pending
in Connecticut, referenced above. The Company intends vigorously to defend this
action. On March 30, 2001, the parties agreed to consolidate this proceeding
with the related proceeding pending in Connecticut and described above.

     In addition to the foregoing, Trans-Lux Corp has demanded that OptiMark US
Equities, Inc. pay $685,694.94 allegedly due under certain equipment leases and
has threatened to commence legal proceedings against it unless such payment is
made promptly. FINOVA Capital Corporation has threatened to commence legal
proceedings against OptiMark US Equities, Inc. unless a demand for payment of
$6,100,359.61 allegedly due under certain equipment leases is made promptly.

     The Company believes that each of the foregoing pending actions or
threatened proceedings is derived from the discontinuation of the business of
OptiMark US Equities, Inc., a subsidiary of the Company, in September 2000 and
each seeks monetary damages for an alleged breach of a payment obligation. If
the Company is ultimately found to be liable for any loss or impairment
resulting from any of these suits, any such loss or impairment will have a
material adverse impact on the Company's financial position, results of
operations and cash flows.

     This annual report is written in compliance with the SEC's plain English
rules in which words such as "Company", "we" and "our" may be used to describe
the businesses and operations of the parent company and subsidiaries taken as a
whole. However, the separate legal status of each entity in the group and the
distinct contractual and legal rights and obligations of each such entity are
important elements in the pending litigation and other legal disputes and the
debt restructuring negotiations described in this annual report. Interested
parties are referred to the relevant agreements and legal dockets for further
information with regard to the roles of specific entities and the positions of
the parties with respect to those entities. The use of plain English to describe
a group of companies should not be construed as an admission of the role of any
particular company or subsidiary which is contrary or adverse to the stated
legal position of that company or subsidiary.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers serve at the discretion of the Board of Directors.
The following table sets forth certain information concerning the executive
officers of the Company as of March 15, 2001 (none of whom has a family
relationship with another executive officer):

<TABLE>
<CAPTION>
NAME                                   AGE    POSITION
----                                   ---    --------
<S>                                    <C>    <C>
Robert J. Warshaw....................  47     Chief Executive Officer and Director
James G. Rickards....................  49     Chief Administrative Officer
</TABLE>

     Selected biographical information with respect to all other executive
officers is set forth hereafter.

     Robert J. Warshaw (47), Chief Executive Officer since March 14, 2001. Mr.
Warshaw also serves as Chief Executive Officer of OptiMark, Inc. Mr. Warshaw
previously served as co-Chief Executive Officer, Executive Vice President and
Chief Technology Officer of OptiMark, Inc. From November 1999 to June 2000, Mr.
Warshaw served as Executive Vice President and Chief Technology Officer of
OptiMark Technologies, Inc. From October 1993 to October 1999, Mr. Warshaw was
Chief Information Officer at Lazard Freres & Co. LLC., an international
investment banking firm. From January 1990 to October 1993, he was a partner at
McKinsey & Company, a global management consulting firm. Mr. Warshaw received
his bachelor's degree in English from the University of Pennsylvania and a
Masters in Management from Northwestern University's Kellogg School of
Management.

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     James G. Rickards (49), Chief Administrative Officer, General Counsel and
Secretary. Mr. Rickards also serves as Chief Administrative Officer, General
Counsel and Secretary of OptiMark, Inc. From August 1999 to June 2000, he served
as Senior Vice President, General Counsel and Secretary of OptiMark
Technologies, Inc. From 1994 to August 1999, Mr. Rickards was General Counsel of
Long-Term Capital Management, L.P., an investment management firm. From 1985 to
1994, Mr. Rickards was Senior Vice President, Secretary and General Counsel of
Greenwich Capital Markets, Inc., an investment banking firm. Prior to joining
Greenwich Capital, he was Vice President and international tax counsel at
Citibank N.A. Mr. Rickards received his Juris Doctoris degree from the
University of Pennsylvania Law School and his LL.M. (Taxation) from the New York
University School of Law. He received his Bachelor of Arts Degree in Political
Science from The Johns Hopkins University and his Master of Arts Degree in
International Relations from the Paul H. Nitze School of Advanced International
Studies of The Johns Hopkins University.


                                        10
<PAGE>   12

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established public trading market for the shares of common
stock and we do not currently intend to seek inclusion of the shares of common
stock in any established public trading market. As of December 31, 2000, we had
36,612,557 outstanding shares of common stock, including 740,000 shares of non-
voting common stock owned by approximately 740 holders.

     There are 69,000,829 outstanding shares of common stock on an as converted
basis that can be sold currently pursuant to Rule 144. As of December 31, 2000,
we have

     - issued options to purchase an aggregate of 8,870,636 shares of common
       stock to our directors, officers and current and former employees,

     - issued warrants to purchase an aggregate of 5,940,900 shares of common
       stock to investors, consultants and strategic partners, and

     - granted registration rights to holders of approximately 40,113,000 of
       common stock, on an as converted basis.

     We have not declared any dividends or other distributions on our shares of
common stock. We do not anticipate paying any other cash dividends in the
foreseeable future and anticipate that future earnings will be retained to
finance operations.


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<PAGE>   13

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     Not applicable.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information regarding directors and officers required by Item 10 is
incorporated by reference from the Company's definitive proxy statement for its
annual stockholders' meeting to be held on May 21, 2001.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by Item 11 is incorporated by reference from the
Company's definitive proxy statement for its annual stockholders' meeting to be
held on May 21, 2001.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by Item 12 is incorporated by reference from the
Company's definitive proxy statement for its annual stockholders' meeting to be
held on May 21, 2001.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 13 is incorporated by reference from the
Company's definitive proxy statement for its annual stockholders' meeting to be
held on May 21, 2001.

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<PAGE>   14

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 5(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorised.

                                          OPTIMARK HOLDINGS, INC.

                                          By: /s/ PETER L. BLOOM
                                            ------------------------------------
                                            Name: Peter L. Bloom
                                            Title:  Director

                                          By: /s/ RONALD D. FISHER
                                            ------------------------------------
                                            Name: Ronald D. Fisher
                                            Title:  Director

                                          By /s/ RICHARD W. JONES
                                            ------------------------------------
                                            Name: Richard W. Jones
                                            Title:  Director

                                          By /s/ WILLIAM A. LUPIEN
                                            ------------------------------------
                                            Name: William A. Lupien
                                            Title:  Chairman

                                          By /s/ MORTON H. MEYERSON
                                            ------------------------------------
                                            Name: Morton H. Meyerson
                                            Title:  Director

                                          By /s/ JOHN T. RICKARD
                                            ------------------------------------
                                            Name: John T. Rickard
                                            Title:  Director

                                          By /s/ PHILLIP J. RIESE
                                            ------------------------------------
                                            Name: Phillip J. Riese
                                            Title:  Director

                                          By /s/ ROBERT J. WARSHAW
                                            ------------------------------------
                                            Name: Robert J. Warshaw
                                            Title:  Chief Executive Officer &
                                             Director

Dated March 30, 2001

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