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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-26225

SOUNDVIEW TECHNOLOGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

        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 ý    No o

        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. Yes ý    No o

        Indicate by a check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        The aggregate market value of the Common Stock held by non-affiliates of the registrant was $147,191,899 based on the last reported sale price of the registrant's Common Stock on the Nasdaq National Market as of the close of business on June 30, 2002. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are affiliates of the registrant.

        As of February 28, 2003, there were 109,156,626 shares of the registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE.

        Portions of the Proxy Statement for the 2003 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year ended December 31, 2002 are incorporated by reference into Part III of this Form 10-K.

SOUNDVIEW TECHNOLOGY GROUP, INC.

2002 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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        Certain statements in this Form 10-K that are not historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that include the words "expect," "expected," "will," "may," "intend," "anticipate," "believe," and "should" involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which we operate, to be materially different from any expected future results, performance or achievements expressed or implied in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those economic factors that affect the market for capital raising, including initial public offerings and those factors discussed in the section of this form 10-K entitled "Risk Factors" (see page 8) and our periodic reports filed from time to time with the Securities & Exchange Commission.

        On January 31, 2000, Wit Capital Group, Inc. completed a merger with SoundView Technology Group, Inc. ("STG"). From June 2000 to August 2001, the combined company operated as Wit SoundView Group, Inc. and in August 2001, the combined company changed its name to SoundView Technology Group, Inc. All references to "SoundView," the "Company," "us," "our" and "we" refer to the combined company and its subsidiaries subsequent to January 31, 2000. All references to "STG" refer to operations of STG prior to its merger with Wit Capital Group, Inc.

        The Company's website is http://www.soundview.com. The Company makes available free of charge on its website its annual reports on Form 10-K; quarterly reports on Form 10-Q and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the "SEC").

PART I

Item 1. Business.

        We are a research-driven, technology-focused securities firm. We produce comprehensive sell-side research on over 160 technology companies. Our brokerage operations provide a variety of sales and trading services to institutional investors. We leverage our technology expertise through a sales force, which has a comprehensive understanding of the complex and diverse technologies involved in technology-focused investing.

        We are committed to serving our global institutional investor client base through our industry-focused research, sales and trading functions. Our client base includes technology investors around the world. We make markets in over 350 Nasdaq-listed stocks and are active traders in technology-focused NYSE-listed equities.

        We offer investment banking services to a wide array of technology clients from start-ups to industry leaders. We seek to be involved in the equity capital raising process, whether through venture capital investing or public or private equity financing. We advise our clients in a variety of areas ranging from business strategy to mergers and acquisitions.

RESEARCH

        SoundView is a research-driven securities firm focused on growth-based business models and has a rich history of success within the technology sector. We believe that our commitment to understanding the fundamentals and trends that define our coverage today and shape the direction of tomorrow's markets distinguishes us from our peers. We are engaged with thought leaders throughout the business landscape, ranging from the manufacturer of small components to the provider of enterprise wide systems, solutions and services. Our network of contacts draws from nearly every level and function

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within an organization, enabling us to develop a comprehensive view of the catalysts and forces acting on the companies we follow.

        We believe that our informed perspective and the quality of our analysis have differentiated us from our peers and earned us the recognition of institutional investors and corporate clients who rely on our research for daily investment insight. Our focus on highly specialized industry verticals enables our analysts to provide our clients with a rich perspective and deep understanding. Our analysts target their coverage to identify emerging industry trends and technologies which they develop into actionable investment ideas. Our research teams excel at coordinating their individual perspectives to develop cohesive, well-refined investment ideas.

        Going well beyond maintenance research, our analysts focus on developing timely, thematic and differentiated investment ideas, often leveraging chain-based or derivative conclusions. We foster a differentiated approach to investment research, which is relied upon by the industry's most respected institutional investors. We currently employ 37 research professionals who provide research coverage for over 160 companies. Our research universe is comprised of the following industry groups and segments:

BROKERAGE

        A majority of the Company's revenue is derived from customer commissions on brokerage transactions in equity securities for domestic and international institutional investors. We execute these transactions for over 530 institutional customers who are mutual funds, pension and profit sharing plans, hedge funds, banks and money managers. Almost 75% of our brokerage revenues come from our largest 100 clients. Institutional investors normally purchase and sell securities in large quantities, which requires special execution, sales and marketing expertise. SoundView believes that its institutional customers are attracted by the depth and breadth of its research, the expertise of its sales force and the quality of its execution (with respect to considerations of quantity, timing and price).

        We are able to leverage our expertise in the technology sector through a sales force with a comprehensive understanding of the complex and diverse technologies at the heart of technology-focused investing. Our sales force works closely with our research analysts to provide the most-up-to-date information and insights to our clients. Our market-making operations are a source of liquidity to large institutional traders. We currently employ over 65 institutional sales and trading professionals operating out of our offices in Old Greenwich, San Francisco and Boston. In March 2002,

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we announced the opening of an office in Boston to better penetrate the Boston market and provide closer coverage to our Boston-based institutional clients. For the year ended December 31, 2002, revenue from our institutional brokerage operations totaled $97.6 million.

        Bear Stearns & Co. clears our institutional customer transactions on a fully disclosed basis. Clearing services for our customers include the confirmation, receipt, execution, settlement and delivery functions involved in securities transactions, as well as safekeeping of customers' securities and assets and certain customer record keeping, data processing and reporting functions. We intend to continue to increase our trade processing capabilities to better facilitate the clearing of trades we execute for our customers.

        Under our agreement with Bear Stearns, we pay clearing and execution fees according to a schedule. In addition, the agreement requires Bear Stearns to share with us interest revenue earned in connection with margin and stock borrowing balances kept by our customers and also provide us fees on balances maintained by these customers with selected money market funds. We must indemnify Bear Stearns for, among other things, any loss or expense due to the failure of customers to: (1) pay for securities purchased by them, (2) promptly deliver securities sold by them, (3) deposit sufficient collateral to support their borrowing when requested by the clearing firm and (4) remit excessive disbursements of funds or any other valid charges imposed by the clearing firm.

INVESTMENT BANKING

        SoundView is a manager of public and private securities offerings as well as a strategic advisor for technology companies. Our investment banking team focuses its knowledge of technology companies to counsel clients throughout the various stages of growth. Revenues attributable to investment banking activities totaled $11.2 million for the year ending December 31, 2002.

        Our team of investment banking professionals perform traditional investment banking functions such as deal selection and origination, due diligence, valuation and transaction structuring. Our bankers have relationships with corporate issuers, venture capitalists and other persons and entities in the financial services sector. In addition, our senior investment banking professionals have a long history of working with technology companies.

        Our investment banking activities generally focus on the same sectors followed by our research analysts. We provide an array of investment banking services that includes public underwriting, mergers and acquisitions and strategic advisory services and private equity.

Public Underwriting

        SoundView is a manager of initial public and follow-on offerings for technology companies. We believe we have a competitive advantage that arises from our banking relationships and trading and distribution capabilities. Investment banking revenues attributable to public underwriting totaled $4.3 million for the year ending December 31, 2002.

Mergers and Acquisitions Services

        In addition to our capital raising services, we have developed a Mergers and Acquisitions Group which works closely with clients to help them develop and refine their businesses. We offer our clients the following types of advisory services:

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Executing mergers, acquisitions and divestitures



•

Identifying and building strategic partnerships and strategies



•

Providing valuation work



•

Fairness opinions

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        These activities complement our public and private equity businesses and allow us to offer a mix of investment banking services to our clients during each stage of corporate development. Investment banking revenues attributable to mergers and acquisitions services totaled $6.5 million for the year ending December 31, 2002.

        We have made investments in various privately held companies, primarily during 2000 and 2001, for the purpose of enhancing relationships for future investment banking activity. Additionally, we have set up and invested in funds for the benefit of our employees. These funds invest in privately held companies and provide our employees with the opportunity to participate in the private equity market. Such funds, through their terms, have been used as an aid in the retention of key investment banking employees. For the years ended December 31, 2002, 2001 and 2000, we recorded loss on investments of $10.2 million, $12.9 million and $3.2 million, respectively.

VENTURE CAPITAL GROUP

        Our Venture Capital Group emphasizes investments in technology businesses and maintains a particular focus on software infrastructure, software applications, web services, e-commerce companies and products and services that enhance digital businesses. Our venture capital funds allow investors to pool their resources and gain access to a quality of deal flow traditionally available to proprietary funds backed by large institutions. Revenue for our Venture Capital Group totaled $6.1 million for the year ending December 31, 2002.

        Our Venture Capital Group currently manages a series of four funds collectively known as Dawntreader Fund II. Dawntreader Fund II raised approximately $265 million in February and March 2000. The investors in Dawntreader Fund II include publicly traded corporations, institutional investors, and high net worth individuals. As of December 31, 2002, approximately 54% of the capital of Dawntreader Fund II was drawn down for investments. The Venture Capital Group also continues to oversee Wit VC Fund I, which is fully invested with approximately $39 million raised in 1999.

        Our venture capital funds enable us to further take advantage of our expertise in technology. The development of these funds created new investment opportunities for our high net worth individual, corporate and institutional clients. We have committed $10 million as a limited partner in Dawntreader Fund II. As of December 31, 2002, there is approximately $3.9 million of our commitment remaining to be drawn down by the fund.

COMPETITION

        The financial services industry is highly competitive and we expect competition to intensify in the near future. We encounter direct competition primarily from established investment banking firms. We compete with some of these firms on a national basis and with others on a regional basis. Our competitors include large and well-established Wall Street firms. General financial success within the securities industry will attract additional competitors for us, such as banks, insurance companies and providers of online financial and information services.

        In recent years there has been a significant consolidation in the financial services industry. Commercial banks and other financial institutions have acquired or established investment banking and broker-dealer affiliates and have begun offering financial services to individuals traditionally offered primarily by securities firms. These firms have the ability to offer a wide range of products, including lending, deposit taking, insurance, brokerage, investment management and investment banking services. This may enhance their competitive position by attracting and retaining customers through the convenience of one-stop shopping. They also have the ability to support investment banking and securities products with commercial banking, insurance and other financial service revenue in an effort to gain market share.

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        Our principal competitors in connection with our investment banking and brokerage activities are traditional investment banking firms. Many of our competitors are significantly larger and more diversified than we are and have significantly greater numbers of financial, technical, marketing, research and other professional personnel, and other resources than we do. Some of our competitors also offer a wider range of products and services than we do and have greater name recognition, more established reputations and more extensive client and customer bases. These competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements due to their superior systems capabilities. They may also be better able to undertake more extensive promotional activities, offer more attractive terms to customers, clients and employees and adopt more aggressive pricing policies compared to our firm.

        Competition is also intense for the attraction and retention of highly qualified employees in the securities industry. Our ability to compete effectively in our businesses will depend on our ability to attract new employees and retain and motivate our existing employees.

REGULATION

        REGULATION OF THE SECURITIES INDUSTRY AND BROKER-DEALERS.    Our business is subject to extensive regulation applicable to the securities industry in the United States and elsewhere. As a matter of public policy, regulatory bodies in the United States and the rest of the world are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets. In the United States, the Securities and Exchange Commission, or SEC, is the federal agency responsible for the administration of the federal securities laws. We are registered as a broker-dealer with the SEC and in all 50 states, the District of Columbia and Puerto Rico. We are also a member of the NASD, a self-regulatory body to which all broker-dealers belong. Certain self-regulatory organizations, such as the NASD, adopt rules and examine broker-dealers and require strict compliance with their rules and regulations. The SEC, self-regulatory organizations and state securities commissions may conduct administrative proceedings which can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker- dealer, its officers or employees. The SEC and self-regulatory organization rules cover many aspects of a broker-dealer's business, including capital structure and withdrawals, sales methods, trade practices among broker-dealers, use and safekeeping of customers' funds and securities, record-keeping, the financing of customers' purchases, broker-dealer and employee registration and the conduct of directors, officers and employees.

        On October 26, 2001, President Bush signed the USA Patriot Act, aimed at giving the government new powers in the war on terrorism. Title III of the new legislation, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, imposes significant new anti-money laundering requirements on all financial institutions, including domestic banks and domestic operations of foreign banks, broker-dealers, futures commissions merchants and investment companies.

        In July 2002, the Sarbanes-Oxley Act of 2002 was signed into law by President Bush. The Act reflects the response of the U.S. Congress to multiple concerns regarding corporate scandals and several large corporate bankruptcies that occurred in 2001. The provisions of the Act, combined with rules and rule proposals (if adopted) of the SEC, the NYSE and the NASD, will have a significant effect on the securities industry. In addition, the NASD has already adopted rules affecting securities research analysts and proposes to adopt additional regulations that will inhibit joint business development efforts by the investment banking and the research analysis departments of securities firms.

        EFFECT OF NET CAPITAL REQUIREMENTS.    As a registered broker-dealer and member of the NASD, we are subject to the Uniform Net Capital Rule under the Exchange Act. The Uniform Net Capital Rule specifies the minimum level of net capital a broker-dealer must maintain and also requires

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that at least a minimum part of its assets be kept in relatively liquid form. As of December 31, 2002, our broker-dealer subsidiary, SoundView Technology Corporation, was required to maintain minimum net capital of $877,500 and had total net capital of $99.3 million which was $98.4 million in excess of the minimum amount required.

        The SEC and the NASD impose rules that require notification when net capital falls below certain predefined levels, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the Uniform Net Capital Rule and the NASD rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and the NASD for certain withdrawals of capital. Because our principal asset will be the ownership of stock in our broker-dealer subsidiary, the rules governing net capital and restrictions on withdrawals of funds could operate to prevent us from meeting our financial obligations on a timely basis.

        CHANGES IN EXISTING LAWS AND RULES.    Additional legislation or regulation, changes in existing laws and rules or changes in the interpretation or enforcement of existing laws and rules, either in the United States or elsewhere, may directly affect our mode of operation and our profitability.

EMPLOYEES

        We believe that one of our strengths is the quality and dedication of our people and the shared sense of being part of a team. We strive to maintain a work environment that fosters professionalism, excellence and cooperation among our employees. We also believe that our employees should have an equity stake in the firm. As of December 31, 2002, we had approximately 220 employees who, as a group, own approximately 6% of the fully vested equity of our company including in-the-money options. This ownership increases to 21% on a fully-diluted basis, which includes unvested restricted stock and options both in and out-of-the-money.

RISK FACTORS

        We may publish forward-looking statements relating to our results of operations, anticipated financial performance, business prospects and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements. These factors include the following:

We focus on the technology sector of the economy which is currently experiencing unfavorable market conditions.

        As a research driven technology focused securities firm, our business has been limited to this sector and generally does not include other industries. As a result, many of our investment bankers, securities analysts and other professional staff do not have wide experience or recognition in more traditional business sectors. Currently, technology companies which do not have strong revenues and earnings are operating in an inhospitable economic climate, with the result that their stock prices are severely depressed and they do not have ready access to either the capital markets or to private sources of funding. As a result, the demand for our expertise with technology has been reduced. While we continue to believe that our technology focus makes us more valuable to investors and the companies in this sector, we may expand our scope of business into sectors with similar growth characteristics to technology.

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Our ability to generate revenues tends to suffer during economic slowdowns and periods of market uncertainty.

        Generating revenues is largely dependent upon prevailing economic and market conditions. This is because our revenues are largely based on commissions and fees generated from brokerage activities, financial advisory assignments and capital raising activities, including public equity underwriting. When the economy is depressed, the financial markets are volatile, interest rates are rising or corporate profitability is static or falling, market volume tends to decrease which results in decreased trading activity and commissions generated from our institutional clients. Companies in many sectors of the economy, including technology, have been experiencing a period of difficulty characterized by falling revenues and diminished profitability or increased losses. Additionally, corporate clients are generally unable or unwilling to access the capital markets or, except as necessary, to pursue acquisitions and other significant transactions that generate investment banking fees. Circumstances such as these adversely affect the revenues and profits of securities firms, which will generally suffer during economic downturns or periods of market volatility. Since the spring of 2000, we have operated in a period of decline, uncertainty and general instability in the financial markets. Since September 11, 2001, the markets have been further influenced negatively by acts of terrorism and the threat of war. Market uncertainty continues and it is not clear that market volume will increase and the equity markets will become active again on terms acceptable to prospective technology issuers, and when we will experience a related increase in revenues.

As the economic slowdown continues, we face increased competition from larger investment banking and new boutique firms.

        Larger, more established investment banking firms had previously not been willing to underwrite or advise on smaller investment banking transactions. However, as the economic slowdown continues we have seen increased competition for mandates from these firms. Many of our competitors are significantly larger and more diversified than we are and have significantly greater financial, technical, marketing, research, professional personnel and other resources than we do. We additionally face increased competition from new boutique firms. As there are only a limited number of transactions for which we can currently compete, this trend could continue to have an adverse effect on our investment banking revenue.

Our success is dependent on our key personnel whom we may not be able to retain, and we may not be able to hire enough additional qualified personnel to meet our needs.

        Our business requires the employment of highly skilled personnel. The recruitment and retention of experienced investment banking professionals are particularly important to our performance and success. The loss of the services of any of our key personnel or the inability to recruit and retain experienced sales, trading, research and investment banking professionals in the future could have a material adverse effect on our business, financial condition and operating results. Our continued ability to compete effectively in our business depends on our ability to attract and retain the quality personnel our operations and development require and competition for such personnel is intense.

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We engage in market-making activities, which subject us to increased risks that could be harmful to our business.

        We currently make markets in over 350 Nasdaq-listed stocks. Market-making may result in unpredictable earnings or losses. If we make markets in more volatile securities, we may not be able to manage the risks involved with our market-making activities. In addition, regulations require securities traded on the Nasdaq to trade in decimals instead of fractions. The effect of these regulations has been to decrease the spreads between bid and ask prices, which has made the execution of trades and market-making activities less profitable. If there is any further decline in the spreads that market-makers receive in trading equity securities, our business, financial condition and operating results may be materially adversely affected.

We may incur losses and liabilities in the course of business which could prove costly to defend or resolve.

        Participation in securities underwritings involves significant economic and legal risks. Economic risks include incurring losses if we are unable to resell the securities we committed to purchase, if we are forced to liquidate our commitment at less than the price at which we purchased the securities from the issuer or if we are forced to retain significant position concentrations in individual securities due to market conditions. We intend to participate in the underwriting of initial public offerings and follow-on offerings of the securities of emerging and mid-size growth companies, which often involves a high degree of risk and volatility. Legal risks include potential liability under federal and state securities and other laws for allegedly false or misleading statements made in connection with such securities offerings and other transactions. Substantial legal liability or a regulatory action against us could cause us to incur significant expenses and could have a material adverse effect on our financial position, investment banking business, and reputation.

We have long term lease obligations for more space than we currently need.

        We have long-term leases for a significantly larger amount of space than we currently foresee having the need for given current staffing levels. We are actively trying to sublet this excess space. If we are unable to sublet this space, we will continue to be obligated to pay rent for space we are not occupying and the amounts could be material. We have recorded reserves to provide for the difference between our rental rates and the current market rates available in the cities in which we rent space and considered the estimated time it would take to sublet. To the extent we are unable to sublease the space in the time frame we have estimated or lease rates continue to decrease, we may record additional reserves in future periods.

In order to maintain inclusion of our common stock on the Nasdaq National Market, the bid price for our stock must be at least $1.

        Nasdaq may de-list our common stock if the minimum bid price per share falls below $1 for 30 consecutive business days, although there is a two to three month hearing and appeal process that we can insist be followed before a de-listing decision by the Nasdaq becomes final. The listing of our common stock is important to us and our stockholders, as a listing affords stockholders both a liquid market for their investment and an assurance that we are required to comply with published corporate governance rules that are part of the Nasdaq Stock Market listing standards. Our stock price was $1.27 per share on March 3, 2003. We are considering asking our stockholders to approve a reverse split of our common stock which should have the effect of increasing the trading prices for our shares. If the reverse split is not approved or, if following the reverse split, the trading prices for our common stock

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nonetheless continues to decline, our common stock could be de-listed, if its bid price falls below the minimum bid price requirement of $1.

We are subject to operational risk.

        Operational risk generally refers to the risk of loss resulting from our operations, including, but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems and inadequacies or breaches in our control processes. Managing these risks is critical, particularly in a rapidly changing environment with increasing transaction volumes. In the event of a breakdown or improper operation of systems or improper action by employees, the Company could suffer financial loss, regulatory sanctions and damage to its reputation.

        Our business is highly dependent on communications and information systems, including systems provided by our clearing broker and other third party providers. Any failure or interruption of our systems, the systems of our clearing broker or third party trading systems could cause delays or other problems in our securities trading activities, which could have a material adverse effect on our operating results. In addition, our clearing broker and other third parties provide our principal disaster recovery systems. We do not have a stand-alone disaster recovery plan with other third parties. We cannot assure you that we or third party providers will not suffer any systems failure or interruption, including, but not limited to, one caused by an earthquake, fire, other natural disaster, power or telecommunications failure, act of God, terrorism, act of war or otherwise, or that our or our third party providers' back-up procedures and capabilities in the event of any such failure or interruption will be adequate.

Our business can be adversely affected by development in the securities markets, general economic conditions as well as factors such as terrorism, casualties and other extraordinary events.

        As an investment banking and securities firm, our businesses are materially affected by conditions in the financial markets and in the economy generally, principally in the United States but elsewhere around the world as well. The securities markets have been exceptionally volatile in the last few years and are now at levels substantially below their record highs. Investors have exhibited concerns over a number of factors including the general state of the economy, the integrity of the US financial markets as a result of recent highly publicized scandals and the threat of war and terrorist acts. All of these factors have had a depressing effect on investor confidence and the performance of the financial markets in general. Were the securities markets in the US to be materially disrupted as a result of a war, terrorist acts, natural calamity or serious economic dislocation, our business, revenues and profitability would be seriously affected.

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MANAGEMENT OF THE COMPANY

        The following table sets forth certain information concerning each of the executive officers of the Company:

        The following table sets forth the principal occupation of each of the directors of the Company:

        Andrew D. Klein resigned from the Board of Directors effective February 5, 2003.

Item 2. Properties.

        Our principal executive offices are located in Old Greenwich, Connecticut where we lease approximately 79,000 square feet under a lease which expires in July 2006. Additionally we operate an approximate 54,000 square foot lease in San Francisco which will expire in March 2011. Of this space we have sublet approximately 12,000 square feet through February 2008 and are actively seeking to sublet the remaining space aside from the approximate 22,000 square feet we currently occupy. We have additional office space of approximately 14,000 square feet in San Francisco, which expires in October 2009, which has been sublet in its entirety for the life of the lease. We lease approximately 23,000 square feet of office space in Stamford, Connecticut which we do not currently occupy. The lease for this space expires in March 2003. We lease approximately 3,800 square feet of office space in Boston, Massachusetts under a lease which expires in April 2007. Additionally, we lease approximately

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6,000 square feet in London under a lease which expires in October 2010 and has been sublet in its entirety through February 2006.

Item 3. Legal Proceedings.

        We are currently subject to claims and legal proceedings arising in the normal course of our business. We do not believe that the resolution of such legal proceedings should have a material adverse effect on us.

        On June 28, 1999, certain of the customers of Wit Capital Corporation, our wholly owned subsidiary, filed a purported class action lawsuit in the Superior Court of the State of Delaware in and for New Castle County styled ARTHUR E. BENNING, SR., ET AL. v. WIT CAPITAL GROUP, INC. AND WIT CAPITAL CORPORATION. The seven count complaint charges Wit Capital with (1) breach of contract for alleged failure to comply with the "anti-flipping policy" contained in the account agreement with Wit Capital customers; (2) breach of the implied covenant of good faith and fair dealing by allegedly violating the anti-flipping policy and alleged failure to "maintain adequate computer, communications, personnel, accounting, bookkeeping, and/or other support systems and facilities"; (3) fraud by reason of the fact that Wit Capital allegedly violated its own anti-flipping policy and our alleged first-come/first- served policy in connection with IPOs; (4) negligent misrepresentation in its method of allocation of participation in IPOs; (5) breach of fiduciary duty as a broker; (6) negligence in handling accounts; and (7) violation of Delaware's Consumer Fraud Act. On January 10, 2001, the court issued an opinion denying plaintiffs' motion for class certification, and on February 15, 2001 entered an order dismissing the action of the named parties as individual defendants in light of the arbitration provision in the plaintiffs' customer agreements. In March 2001, the plaintiffs appealed the order and opinion of the Superior Court denying class certification. In November 2001, the Supreme Court of Delaware reversed the decision of the lower court's denial of class status on the basis that the trial judge did not allow enough discovery to determine if the necessary elements to decide class status were present. We intend to continue to defend the lawsuit vigorously. We do not believe that this lawsuit should have a material adverse effect on us.

        On May 15, 2000, two Wit Capital Corporation customers filed a purported class action lawsuit in the Circuit Court of Cook County Illinois styled JOSEPH YOUNES AND ROSANNE T. YOUNES v. WIT CAPITAL CORPORATION. Plaintiffs purport to represent a class of investors who maintain brokerage accounts with Wit Capital from January 1, 1999 to the present, and asserted state statutory and common law causes of action. Wit Capital filed a Notice of Removal in the United Stares District Court, Northern District of Illinois, Eastern Division, on June 22, 2000 on the grounds that the Securities Litigation Uniform Standards Act of 1998 preempted the claims asserted. After significant motion practice and two motions to remand, on September 20, 2001, the Court granted Plaintiff's second motion to remand and denied Wit Capital's motion to dismiss as moot. The case was transferred back to the Circuit Court of Cook County on October 11, 2001 and plaintiffs amended their complaint twice. Plaintiffs' current complaint asserts state statutory and common law causes of action. In response to Wit Capital's motion to dismiss the Second Amended Complaint for failure to state a claim, on August 5, 2002, the Court entered an order striking certain allegations, dismissing plaintiffs' cause of action for breach of fiduciary duty/unjust enrichment with leave to seek amendment after discovery, and dismissing plaintiffs' cause of action for negligence/intentional tort without prejudice with leave to seek an amendment immediately. Wit Capital answered the remaining counts of the Second Amended Complaint on December 20, 2002. On December 18, 2002, plaintiffs sought leave to file a Third Amended Complaint, repleading the cause of action for negligence/intentional tort. The Court granted plaintiffs such leave, and on January 17, 2003, Wit Capital moved to dismiss the Third Amended Complaint for failure to state a claim. Wit Capital's motion to dismiss the Third Amended Complaint is scheduled to be heard in March 2003. We intend to continue to defend the lawsuit

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vigorously and have filed a motion to dismiss the complaint in state court. We do not believe that this lawsuit should have a material adverse effect on us.

        Our Company and one or more of our subsidiaries are among the numerous financial institutions named as defendants in purported securities class actions filed in the United States District Court for the Southern District of New York. The actions allege improper IPO allocation practices, and were brought by persons who, either directly or in the aftermarket, purchased IPO securities during the period between March 1997 and December 2000. The plaintiffs allege that we (or our named subsidiaries) and other IPO underwriters required persons receiving allocations of IPO shares (and, in some instances, secondary offering shares) to pay excessive and undisclosed commissions on unrelated trades and to purchase shares in the aftermarket at specified escalating prices, in violation of the federal securities laws. The plaintiffs seek unspecified compensatory damages, interest, attorneys' fees and costs. In addition, issuers that have been named as defendants in these actions have stated their intention to seek indemnification from the underwriters. The forty-eight actions in which we or one or more of our subsidiaries were named have been consolidated into thirty-one cases, each involving a distinct offering. Those cases, and approximately two-hundred-eighty others in which we and our subsidiaries are not named, have been coordinated for pretrial purposes before a single judge. A lawsuit filed by a single plaintiff against us, containing similar allegations relating to IPO practices, is pending as a related case before the same judge. We believe we have a meritorious defense to these actions and intend to defend them vigorously. We do not believe the lawsuits should have a material adverse effect on us.

Item 4. Submission of Matters to a Vote of Security Holders.

        None.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

        Our common stock has traded on the Nasdaq National Market under the symbol "SNDV" since August 20, 2001. Prior to August 20, 2001 our common stock traded under the symbol "WITC". The following table sets forth the range of high and low sales prices reported on the Nasdaq National Market for the periods indicated.

        The closing sale price of the Company's common stock on February 28, 2003 was $1.27. The number of holders of record of the Company's common stock as of that date was 608. The number of stockholders of record does not reflect the actual number of individual or institutional stockholders of the Company as certain shares are held in the name of nominees.

        We have never declared or paid cash dividends on our common stock. We do not anticipate paying cash dividends on our common stock in the foreseeable future.

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        During 2002, pursuant to a Board authorized repurchase program, we repurchased 4.3 million shares of our common stock at an average price of $1.25 per share. As of December 31, 2002, approximately 6.0 million shares of our common stock remain for purchase under the program.

Recent Sales of Unregistered Securities

        None.

Item 6. Selected Financial Data.

        The following summary selected financial data for the years ended December 31, 2002, 2001, 2000, 1999 and 1998 has been derived from SoundView's consolidated financial statements. The selected financial data should be read in conjunction with the consolidated financial statements and related notes thereto and with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" which are included elsewhere in this Annual Report on Form 10-K.

15

SoundView Technology Group, Inc.
Statement of Operations Data
(dollars in thousands, except per share data)

(1)

Includes unrestricted cash held at clearing broker.

16

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

        The following discussion should be read with the consolidated financial statements of SoundView Technology Group, Inc. and subsidiaries and related notes thereto and Item 6, "Selected Financial Data" appearing elsewhere in this report.

Critical Accounting Policies

        The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable. Actual results could differ from these estimates. A summary of our accounting policies is set forth in Note 3 to the consolidated financial statements. In our view, the policies that involve the most subjective judgments are set forth below.

        As of December 31, 2002, we hold approximately $15.6 million in private equity investments and in investment funds in which the majority of the underlying investments are in privately held companies. We carry our investments at fair value, with the accompanying gains and losses reflected in our results of operations. The determination of fair value requires management to make estimates based on available information including the company's earnings, sales, operating developments and recent transactions in the company's securities. Our determination of fair value may not necessarily represent the amounts that might ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the investments are actually liquidated. We may recognize additional future losses related to our investment portfolio based on specific circumstances surrounding an individual investment or if market conditions decline further in certain sectors.

        During 2002 and 2001, we recorded loss reserves of $11.4 million and $12.4 million, respectively, for our obligations under certain of our operating leases for unoccupied office space when estimated future sublease income is not expected to cover the lease obligation for the remainder of the lease term. At December 31, 2002, we had a loss reserve of $19.1 million related primarily to our lease commitment for an unused portion of our office space in San Francisco, California. We may determine that additional adjustments to the loss reserve are necessary during 2003 based on market conditions and other factors existing in 2003 regarding the demand for office space in San Francisco, California.

        The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", which requires the recognition of deferred tax assets and liabilities at tax rates expected to be in effect when these balances reverse. Future tax benefits attributable to temporary differences are recognized to the extent that realization of such benefits is more likely than not. As of December 31, 2002, we have recorded $39.3 million in net deferred tax assets related primarily to net operating loss carryforwards, and a corresponding valuation allowance of $39.3 million. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes" which places primary importance on the Company's historical results of operations. If the Company is able to realize part or all of the deferred tax assets in future periods, it will reduce its provision for income taxes with a release of the valuation allowance in an amount which is more likely than not expected to be realized.

        Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be distinguished from goodwill. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Under the provisions of SFAS No. 142, goodwill is no longer amortized into the income statement over an estimated life, but rather is tested at least annually for impairment. At December 31, 2002, goodwill

17

and the tradename intangible asset of $17.4 million and $2.2 million, respectively, are reflected on the statement of financial condition and continue to be subject to impairment testing at least annually. Other intangible assets, which have finite lives, continue to be amortized over their estimated useful lives and are subject to impairment testing under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." At December 31, 2002, the institutional client relationship intangible asset of $53.3 million is reflected on the consolidated statement of financial condition and continues to be subject to impairment testing.

Overview and Business

        SoundView Technology Group, Inc. was incorporated on March 27, 1996 and commenced operations in September 1997. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, SoundView Technology Corporation ("STC," formerly Wit SoundView Corporation), Wit Capital Corporation ("WCC"), SoundView Technology Group PLC ("STGE," formerly Wit SoundView Europe Group PLC), SoundView Asset Management, Inc. and SoundView Ventures Corp. (formerly Wit SoundView Ventures Corp.).

        SoundView is a research driven, technology-focused securities firm. SoundView produces comprehensive sell-side research on over 160 technology companies. Our brokerage operations provide a variety of sales and trading services to institutional investors. We leverage our technology expertise through a sales force which has a comprehensive understanding of the complex and diverse technologies involved in technology-focused investing. Our investment banking services include public underwriting, mergers and acquisitions and strategic services and private equity. Our venture capital operation has established and currently manages a number of venture capital funds that provide investors with the opportunity to participate in technology related investments.

        On January 31, 2000, Wit Capital Group, Inc. completed a merger with SoundView Technology Group, Inc. ("STG"). From June 2000 to August 2001, the combined company operated as Wit SoundView Group, Inc. and in August 2001, the combined company changed its name to SoundView Technology Group, Inc. All references to "SoundView," the "Company," "us," "our," and "we" refer to the combined company and its subsidiaries subsequent to January 31, 2000. All references to "STG" refer to operations of STG prior to its merger with Wit Capital Group, Inc.

Current Market Environment

        As a research driven technology-focused securities firm, our business and operations are affected by the U.S. and global economic environment and financial market conditions. The performance of the equity capital markets, and in particular the market for technology companies, significantly influences the strength of our business operations. We continue to operate under unfavorable market conditions that prevailed throughout 2001 and worsened in 2002 as a result of continuing uncertainty regarding the extent of the global economic slowdown and weakness in the technology sector. Additionally, during 2002, confidence in the markets has been affected by concerns surrounding the financial reporting and accounting practices of certain public companies. Our institutional brokerage operations may be negatively affected by overall market volatility, and more specifically, by periods of declining prices or trading volumes in technology stocks. Market uncertainty continues and it is not clear that the equity markets will become active again for initial public offerings on terms acceptable to prospective technology issuers and when or whether we will experience a related increase in revenue from public investment banking activity. We continue to advise on private equity financings as well as merger and acquisition activity but we continue to experience a slowdown in these areas. See Risk Factors—"Our ability to generate. . . ."

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Effects of inflation

        Because the Company's assets are, to a large extent, liquid in nature, they are not significantly affected by inflation. However, the rate of inflation affects the Company's expenses, such as employee compensation, office space leasing costs and communications charges, which may not be readily recoverable in the price of services offered by the Company. To the extent inflation results in rising interest rates or has other adverse effects upon the securities markets, it may adversely affect the Company's financial position and results of operations in certain businesses.

Results of Operations for the Years Ended December 31, 2002, 2001 and 2000

Revenues

        Total revenues for the year ended December 31, 2002 were $108.6 million, compared to $163.8 million for the year ended December 31, 2001 and $375.5 million for the year ended December 31, 2000. This represents a 34% decrease in total reported revenues from 2001 to 2002, primarily attributable to a decrease in brokerage revenue and, to a lesser extent, a decrease in investment banking revenue, and a decrease in interest and investment income. Comparing 2000 to 2001, revenues decreased 56% primarily due to a decrease in investment banking revenue and, to a lesser extent, a decrease in brokerage revenue, write-downs on private equity investments and a decrease in asset management fees.

        Brokerage revenue for the year ended December 31, 2002 was $97.6 million, compared to $128.9 million for the year ended December 31, 2001 and $154.9 million for the year ended December 31, 2000. During 2002 and 2001, brokerage revenue is comprised solely of amounts attributable to our institutional brokerage operations compared to 2000 when our institutional operations contributed $146.5 million, and our retail operations contributed $8.4 million to total brokerage revenues. Comparing 2002 to 2001, and excluding commissions of $1.3 million and $7.0 million earned on days during September 2002 and 2001 specifically earmarked for donation to charities related to the events of September 11, 2001, brokerage revenue decreased 21.1%, as a result of decreased market volumes and further weakness in the technology sector from 2001. Similarly comparing 2001 to 2000, brokerage revenue related to our institutional operations decreased 21.3% primarily as a result of lower trading revenue derived from our market making operations. Trading revenue from our market making operations decreased with narrowing bid-ask spreads, and smaller price increments which resulted from the move to decimal trading in the Nasdaq Stock Market, which began for all stocks in April 2001. To compensate for the narrowing of bid-ask spreads, in April 2001, we began charging commissions on certain Nasdaq trades. In the fourth quarter, 96% of our Nasdaq revenue was commission based.

        Investment banking revenue for the year ended December 31, 2002 was $11.2 million, compared to $29.4 million for the year ended December 31, 2001 and $200.2 million for the year ended December 31, 2000. Investment banking revenue is primarily derived from the public offering of equity securities, mergers and acquisitions and strategic advisory services and private equity offerings. The 62% decrease in investment banking revenue in 2002 as compared to 2001 is attributable to unfavorable issuing conditions for technology companies, which includes lower market valuations and general market and economic uncertainty. The 85% decrease in investment banking revenue from 2000 to 2001 is attributable to similar market conditions. So long as the stability of the public equity markets remains uncertain and mergers and acquisitions activity remains slow, we do not expect that investment banking revenue will increase significantly from levels achieved in 2002 and could decrease further from 2002 levels.

        Interest and investment income for the year ended December 31, 2002 was $4.0 million, compared to $10.2 million for the year ended December 31, 2001 and $12.3 million for the year ended December 31, 2000. We earn interest income from the investment of cash balances raised through financing activities until the funds are used in our business. Our average monthly cash balance was

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$136.6 million for 2002 compared to $185.2 million in 2001, and $197.3 million in 2000. Our interest and investment income decreased 61% in 2002 from 2001 and 17% from 2000 to 2001 as a result of lower average monthly cash balances and earning a lower interest rate on our interest bearing balances. It is our current policy to pay bonuses and other compensation related payments to employees on a semi-annual basis. Accordingly, our cash balance and the related interest income have decreased by $23.9 million subsequent to December 31, 2002.

        Asset management fees for the year ended December 31, 2002 were $6.1 million compared to $8.0 million for the year ended December 31, 2001 and $11.4 million for the year ended December 31, 2000. For 2002, this revenue was derived from management fees from our series of venture capital funds. In 2001 and 2000 this revenue was primarily derived from both management fees earned from our venture capital funds and from incentive royalties from hedge funds that were formerly managed by STG. Comparing asset management fees earned in 2002 to 2001, the 25% decrease in 2002 is attributable primarily to a reduction in the incentive royalties, which the Company no longer earns as the hedge funds ceased operations in the first quarter of 2002. Comparing asset management fees earned in the years ended December 31, 2001 and 2000, the 30% decrease is primarily attributable to a reduction in the incentive royalties as well as the absence of syndication fees that were received in 2000 related to the organization of the Dawntreader Fund II series of venture capital funds.

        Loss on investments for the year ended December 31, 2002 was $10.2 million, compared to $12.9 million for the year ended December 31, 2001 and $3.2 million for the year ended December 31, 2000. Comparing the years ended December 31, 2002 and 2001, the 21% decrease in this loss primarily consists of lesser decreases in the fair value of private equity investments. As of December 31, 2002, we hold approximately $15.6 million in private equity investments and in investment funds in which the underlying investments are in privately held companies. The original cost of the investments was $35.6 million. We carry our investments at fair value, which requires management to make estimates based on available information, which do not necessarily represent the amounts that might ultimately be realized, since such amounts depend on future circumstances and cannot be determined until the investments are actually liquidated. Actual results could differ from those estimates and the differences could be material. We may recognize additional future losses related to our investment portfolio based on specific circumstances surrounding an individual investment or if market conditions decline further in certain sectors. Comparing the years ended December 31, 2001 and 2000, the 300% increase in this loss primarily consists of losses from investment partnerships focused on the technology sector and a decline in the value of the Company's contributions to leveraged employee investment funds.

        Other income for the year ended December 31, 2002 and 2001 was $0 compared to a loss of $155,000 for the year ended December 31, 2000. For the year ended December 31, 2000 other income consists of an adjustment to reduce estimated advertising revenue related to the sale of banner advertisements on our website.

Expenses

        Total expenses for the year ended December 31, 2002 were $335.5 million, compared to $541.0 million for the year ended December 31, 2001 and $339.5 million for the year ended December 31, 2000. This represents a 38.0% decrease in total reported expenses from 2001 to 2002, primarily attributable to decreases in the impairment of intangible and other assets and amortization of intangible assets and goodwill, as well as a decrease in compensation and benefits attributable to a 27.9% decrease in personnel, and, to a lesser extent, the loss from consolidation of office space. Comparing 2000 to 2001, expenses increased 59.3% primarily due to charges in 2001 for impairment of intangible and other assets, loss from consolidation of office space and the discontinuance of European operations, as well as an increase in amortization of intangible assets and goodwill, offset by a decrease in compensation and benefits which resulted from a 32.2% staff reduction in 2001.

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        Compensation and benefits expense for the year ended December 31, 2002 was $86.8 million, compared to $122.0 million for the year ended December 31, 2001 and $215.3 million for the year ended December 31, 2000. Compensation and benefits expense consists of salaries, bonuses, amortization of restricted stock awards and other benefits paid or provided to the Company's employees. The 29% decrease in compensation and benefits expense from 2001 to 2002 and the 43% decrease from 2000 to 2001 primarily relate to lower incentive compensation accrued on lower revenues and a decrease in personnel to 220 as of December 31, 2002 from 305 as of December 31, 2001 and 450 as of December 31, 2000. Although our headcount has fluctuated during the past three years, the decrease in headcount in 2002 and 2001 resulted primarily from staff reductions due to market conditions and the consolidation of our New York and Stamford offices into one office location in Old Greenwich, Connecticut as well as the downsizing in our San Francisco office and closing of our Europe office.

        Amortization of intangible assets and goodwill decreased from $41.3 million for the year ended December 31, 2001 to $5.1 million for the year ended December 31, 2002. The decrease of 88% resulted primarily from the Company's adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" on January 1, 2002. Under the provisions of SFAS No. 142, goodwill is no longer amortized into the income statement over an estimated life, but rather is tested annually for impairment. Other intangible assets, which have finite lives, continue to be amortized over their estimated useful lives and are subject to impairment testing under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Amortization of intangible assets and goodwill increased to $41.3 million for the year ended December 31, 2001 from $25.2 million for the year ended December 31, 2000. This expense relates to the amortization of intangible assets and goodwill related to mergers with STG and E*OFFERING. The merger with STG, closed on January 31, 2000, resulted in approximately $275 million in intangible assets and goodwill, which, during 2000 and 2001, was expensed on a straight-line basis over various periods ranging from three to 20 years. The merger with E*OFFERING, which was completed on October 16, 2000, resulted in approximately $304 million in intangible assets and goodwill, which, during 2001, was amortized on a straight-line basis over five and seven years, respectively. However, the carrying values of goodwill and intangible assets related to the merger with E*OFFERING were reduced in June 2001 as a result of an impairment charge, discussed below. The remaining intangible asset balance related to the strategic alliance between the Company and E*TRADE was reduced to zero in the third quarter of 2001 pursuant to a restructuring of the strategic alliance with E*TRADE, which resulted in a return of stock previously issued to E*TRADE. Accordingly our results of operations for the year ended December 31, 2001 include three to six months of amortization expense related to the E*OFFERING intangible assets and goodwill, in excess of the expense in 2000.

        Impairment of intangible and other assets decreased to $165.8 million for the year ended December 31, 2002 from $260.9 million for the year ended December 31, 2001 and $0 for the year ended December 31, 2000. For the year ended December 31, 2002, the charge is related to the impairment of goodwill and other intangible assets. As noted above, the Company adopted SFAS No. 142 as of January 1, 2002. SFAS No. 142 requires that the Company's goodwill be evaluated for impairment upon adoption and, ongoing, at least annually which the Company has determined will be its fiscal fourth quarter in the absence of circumstances suggesting an evaluation in an earlier quarter. In connection with the initial adoption of SFAS No. 142, as of January 1, 2002, the Company determined that no adjustment was necessary to the carrying value of its goodwill. Subsequent to the adoption of SFAS No. 142, the continued economic slowdown and weakened business environment as well as other factors negatively impacted the Company's business. During the fourth quarter of 2002, the Company performed its annual evaluation of its enterprise value to make a determination as to whether the recorded amounts of goodwill were potentially impaired. In estimating the fair value of the enterprise, the Company used valuation techniques based on market capitalization and market multiples for comparable businesses. Based on this evaluation, the Company determined that the

21

carrying value of its goodwill was impaired and recorded an impairment charge of $163.3 million in 2002. Additionally, the Company adopted SFAS No. 144 on January 1, 2002. Under the provisions of SFAS No. 144, an impairment loss is recognized when the estimate of undiscounted future cash flows generated by an asset is less than its carrying amount. Measurement of the impairment loss is based on the present value of the expected future cash flows. The Company wrote-off $1.1 million related to the carrying value of its investment advisory intangible asset during 2002 as the fund from which it earned incentive royalties under an agreement with the manager ceased operations during the year. In addition, the Company determined that the carrying value of its intangible asset related to employee non-compete agreements was impaired and recorded a charge of $1.4 million. At December 31, 2002, goodwill and the tradename and institutional client relationship intangible assets of $17.4 million, $2.2 million and $53.3 million, respectively, are reflected on the consolidated statement of financial condition and continue to be subject to impairment testing.

        For the year ended December 31, 2001, impairment of intangible and other assets was $260.9 million. In the second and third quarters of 2001, we recorded an impairment loss of $11.2 million related to our investment in Wit Capital Japan based on our estimate of the total proceeds to be received upon the planned sale of our interest in the entity which was completed in November 2001. Additionally, during June 2001, in light of then current economic environment and market conditions, we performed an evaluation of our enterprise value to make a determination as to whether the recorded amounts of goodwill and intangible assets acquired in the mergers with STG and E*OFFERING were potentially impaired. As a result of this analysis, we determined that an adjustment was required to reduce the carrying value of goodwill and other intangible assets to their estimated fair value. After evaluating the projected future cash flows related to the merger with E*OFFERING, it was determined that the goodwill and the strategic alliance agreement related to this merger were impaired. As a result, we recorded an impairment charge of $249.7 million in 2001. The charge was comprised of a write-off of the carrying values of the goodwill and the strategic alliance agreement of $195.4 million and $54.3 million, respectively, based upon a valuation of discounted future cash flows, to adjust both assets to their estimated fair values.

        Brokerage and clearance expense for the year ended December 31, 2002 was $17.1 million, compared to $21.1 million for the year ended December 31, 2001 and $25.5 million for the year ended December 31, 2000. This expense primarily consists of fees paid to independent floor brokers on the New York Stock Exchange for the execution of institutional customer agency trades, as well as amounts paid to our clearing broker for processing and clearing customers' trades. The 19% decrease in brokerage and clearance expense for the year ended December 31, 2002 compared to December 31, 2001 and the decrease of 17% for the year ended December 31, 2001 compared to December 31, 2000 resulted from decreased brokerage revenue and the elimination of expenses related to our online brokerage operations.

        Communications and technology expense for the year ended December 31, 2002 was $10.7 million, compared to $13.4 million for the year ended December 31, 2001 and $15.4 million for the year ended December 31, 2000. Communications and technology expense includes costs related to market data services, transaction processing, telephone and other communication charges as well as costs related to our technology infrastructure. Comparing the year ended December 31, 2002 to the year ended December 31, 2001, these expenses have decreased 19.7% as a result of the consolidation of various market data service contracts as part of an ongoing cost reduction effort, and a decrease in communications expense resulting from decreased headcount. Comparing the year ended December 31, 2001 to the year ended December 31, 2000, these expenses have decreased 13.1% as a result of the discontinuance of our online brokerage operations offset by development and enhancements to our technology infrastructure.

        Marketing and business development expense for the year ended December 31, 2002 was $8.0 million, compared to $11.4 million for the year ended December 31, 2001 and $15.7 million for

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the year ended December 31, 2000. Marketing and business development expense consists primarily of travel, entertainment and costs associated with hosting our technology-focused conferences. The 30% decrease from 2001 to 2002 is attributable to a decrease in travel and entertainment expenses resulting from the market slowdown, decreased advertising costs, and a decrease in costs incurred by Europe due to the discontinuance of that business in 2002. The 27% decrease from 2000 to 2001 is attributable to a decrease in advertising costs as well as a decrease in travel and entertainment expenses resulting from the market slowdown and to a lesser extent, the related reduction in headcount.

        Occupancy expense for the year ended December 31, 2002 was $7.2 million, compared to $12.9 million for the year ended December 31, 2001 and $5.2 million for the year ended December 31, 2000. Occupancy expense includes costs related to leasing office space in Old Greenwich, New York, Stamford, San Francisco, London and Boston. The 44% decrease from 2001 to 2002 was attributable to the consolidation of our office space on both the east and west coasts during 2001 and the discontinuance of our European operations during 2002, as well as a reduction in headcount. These actions were partially offset by our addition of the Boston office in 2002. The 149% increase from 2000 to 2001, was a result of the merger with E*OFFERING from which we obtained an additional larger office in San Francisco combined with the subsequent consolidation of three locations in San Francisco and two locations on the east coast.

        Depreciation and amortization expense for the year ended December 31, 2002 was $5.7 million, compared to $10.8 million for the year ended December 31, 2001 and $6.9 million for the year ended December 31, 2000. This expense consists primarily of depreciation and amortization of furniture, equipment and leasehold improvements and amortization of computer software. The decrease in depreciation and amortization expense of 47% comparing 2002 with 2001 is attributable to the write-off of leasehold improvements in the latter half of 2001 and first quarter of 2002, and the completion of depreciation of assets acquired in the merger with E*OFFERING. The increase in depreciation and amortization expense of 57% comparing 2001 with 2000, reflects the increased investments we made in technology, equipment and facilities as well as the additional facilities and equipment acquired in the mergers with STG and E*OFFERING.

        Professional services expense for the year ended December 31, 2002 was $6.6 million, compared to $8.3 million for the year ended December 31, 2001 and $9.2 million for the year ended December 31, 2000. Professional services expense includes legal, consulting, accounting, and recruiting fees and the costs related to our strategic relationships with the Gartner Group and the Giga Group, which allow us access to their products and services. The 20% decrease from 2001 to 2002 is attributable to reduced legal fees. However, legal fees fluctuate, and there can be no assurance that these fees will not increase in the future. The decrease of 10% from 2000 to 2001 resulted from fewer consultants' fees, offset by an increase in costs incurred in connection with defending ourselves in litigation.

        For the year ended December 31, 2000, we recorded an expense of approximately $11.6 million related to the transfer of our online retail brokerage accounts to E*TRADE and the corresponding discontinuance of our retail brokerage operations. This charge included a payment to WCC's clearing agent to terminate its contract, an accrual for severance payments to be made to certain employees whose services would no longer be required, and an expense for all brokerage related assets that we would not employ in our business in the future.

        For the year ended December 31, 2000, we wrote-off computer software and equipment totaling $1.3 million. In December 1999, in light of the rapidly changing environment for after-hours trading and alternative trading systems we wrote-down the majority of computer software and hardware that we had developed or purchased to operate a planned after hours trading system. We estimated the fair value of the assets remaining by determining which assets were utilizable in other areas of the business as well as estimating the potential future cash inflows that might be received from the sale or licensing of part or all of the developed technology. In the first quarter of 2000, as a result of information that became available to us regarding redeployment of the remaining assets, we wrote-off an additional

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$1.3 million of capitalized costs representing our estimate of the impairment in the value of the remaining assets.

        Loss from the consolidation of office space was $11.4 million for the year ended December 31, 2002 compared to $21.8 million for the year ended December 31, 2001. In 2002, this loss consisted primarily of adjustments to a reserve established in the second and third quarters of 2001 related to our lease commitment for an unused portion of our office space in San Francisco, California. In 2002, as a result of the reduction in headcount, we decided to further consolidate our office space in San Francisco. Accordingly in 2002, we recorded a loss reserve of $10.7 million consisting of our lease commitment for the estimated time frame for sublease, the market loss on the additional unused office space and a charge reflecting additional market loss on the unused space that we have held for sublease since 2001 over the life of the lease. The unused space in San Francisco that we vacated in the first quarter of 2002 has been subleased; however, the prospects for subleasing the remaining unused space in the near term are unclear. In addition, we were unsuccessful at subleasing our unoccupied office space in Stamford, Connecticut and established a reserve of $0.7 million in 2002 related to this lease, which expires in March 2003. In 2001, the charge established a reserve of $12.4 million related to our lease commitment in San Francisco and included $9.4 million of losses from the write off of leasehold improvements, furniture and equipment primarily related to our relocation from New York and Stamford to our Old Greenwich location. As we assess market conditions and other factors regarding the demand for office space, we will determine if additional adjustments to the loss reserve are necessary in relation to the planned subleases of our unoccupied office space.

        The discontinuance of our European operations in the first quarter of 2002 resulted in a $6.3 million charge for severance and other costs associated with closing STGE's operations, including a $2.8 million loss on foreign exchange translation, which had been reported as a separate component of stockholders' equity. In 2001 the charge of $6.2 million included severance and other costs associated with initial downsizing and restructuring of STGE's operations.

        Other expenses for the year ended December 31, 2002 were $4.8 million, compared to $11.0 million for the year ended December 31, 2001 and $8.2 million for the year ended December 31, 2000. Other expenses includes costs for office supplies, insurance, subscriptions, registrations, charitable contributions and other general administrative expenses. The 56.4% decrease from 2001 to 2002 is attributable primarily to the difference between $1.0 million and $6.0 million of charitable contributions resulting from fund raising efforts on September 3, 2002 and September 20, 2001 (gross commissions of $1.3 million and $7.0 million earned less clearing and execution costs), respectively. In addition, the decrease in other expenses also results from an ongoing expense reduction effort and the elimination of a joint venture for which costs were incurred in 2001. The 33.9% increase from 2000 to 2001 was attributable to the charitable contribution in 2001 offset by costs related to the joint venture that was eliminated during 2001.

Other

        For the year ended December 31, 2002, we recorded a gain on strategic investment of $2.6 million related to proceeds received from our investment in enba plc, compared to a gain of $1.5 million in 2001 which consisted of proceeds of $1.2 million and $357,000 received from our investments in enba plc ("enba") and Wit Capital Japan ("WCJ"), respectively. In March of 2000, pursuant to a joint venture agreement related to the formation of STGE, we exchanged 1,878,596 of our shares for 189,748 shares of enba and recorded the value of our investment in enba at approximately $31.0 million, based on the market value of the shares exchanged. During the fourth quarter of 2000, the parties to the joint venture agreement had been negotiating an unwinding of enba's participation in the joint venture, and in light of these negotiations, we recorded a loss of $13.7 million on our investment in enba to reduce its carrying value to $17.3 million, equal to our estimate of the fair value of the shares as of December 31, 2000.

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        Equity in net loss of affiliates and minority interest was a net gain of $8.1 million for the year ended December 31, 2002, compared to net losses of $8.4 million for the year ended December 31, 2001 and $20.1 million for the year ended December 31, 2000. In 2001 and 2000, equity in net loss of affiliates represented our proportional share of the losses incurred by Wit Capital Japan through the sale of our investment in November 2001 and our proportional share of losses incurred by STGE until February 2001 when we acquired an 82% interest in STGE and began to consolidate its results of operations with ours. Minority interest in the earnings of STGE in the first quarter of 2001 represents recognition of the 18% interest in that entity held by Cazenove & Co. ("Cazenove"). On March 15, 2002, we acquired Cazenove's interest in STGE, for a nominal amount, increasing our ownership interest in STGE to 99.9% and made the decision to discontinue the operations of the subsidiary. Accordingly, 99.9% of the results of operations of STGE have been consolidated with ours since March 15, 2002. The discontinuance of our European operations in the first quarter of 2002 generated an $8.1 million reduction of minority interest. All charges related to the discontinuance of the European operations are discussed above.

        For the twelve months ended December 31, 2002, we recorded a provision for income taxes of $17.9 million compared to an income tax benefit of $51.3 million and a provision for income taxes of $24.1 million for the years ended December 31, 2001 and 2000, respectively. We record a provision or benefit for income taxes based on our estimated taxable income and periodically assess the need for valuation allowances based on our estimation of future taxable earnings. Our effective tax rate differs from the Federal statutory rate as a result of certain non-deductible expenses, primarily goodwill, and state and local income taxes. For the year ended December 31, 2002, we recorded a charge of approximately $39.3 million to establish a valuation allowance against the net balance of our deferred tax assets, which resulted primarily from net operating loss carryforwards. The valuation allowance was calculated in accordance with the provisions of SFAS No. 109 "Accounting for Income Taxes" which places primary importance on the Company's historical results of operations. Although management believes the Company's results in prior years were significantly affected by restructuring and other charges, the Company's historical losses and losses incurred in the current fiscal year represented negative evidence sufficient to require a full valuation allowance under the provisions of SFAS 109. We believe that our future results of operations will generate taxable income sufficient to realize the net deferred tax assets, but our belief does not satisfy the requirement for objective evidence under SFAS No. 109 to support the carrying value of the asset. If the Company is able to realize part or all the deferred tax assets in future periods, it will reduce its provision for income taxes with a release of the valuation allowance in an amount which is more likely than not expected to be realized.

Liquidity and Capital Resources

        At December 31, 2002, we had a balance of $157.1 million in cash and cash equivalents and unrestricted cash held at our clearing broker, which was reduced to approximately $133 million after year-end bonus payments. As of December 31, 2002, approximately $76 million of our cash and cash equivalents was invested in a short-term bond fund. We may use cash to repurchase stock from time to time depending on the market for our common stock and other factors; however, we do not currently anticipate any capital expenditures or investments in 2003 that would bring our cash balance significantly below its current level.

        Net cash used in operating activities was $12.1 million for the year ended December 31, 2002 compared with net cash provided by operating activities of $13.5 million for the year ended December 31, 2001 and $68.6 million for the year ended December 31, 2000. Cash used in operating activities for the year ended December 31, 2002 resulted from a net loss of $234.0 million, offset by $211.3 million of non-cash adjustments and a net decrease in operating assets of $17.4 million, and augmented by a net decrease in operating liabilities of $6.8 million. Cash provided by operating activities for the year ended December 31, 2001 was primarily from a net loss of $332.7 million, offset

25

by non-cash adjustments of $324.2 million, a net decrease in operating liabilities of $98.2 million, a cumulative translation adjustment of $2.5 million, and a decrease in operating assets of $122.7 million. Cash provided by operating activities for the year ended December 31, 2000 was primarily from a net loss of $22.0 million, non-cash adjustments of $100.9 million, a net increase in operating assets of $65.7 million, offset by a net increase in operating liabilities of $55.4 million.

        Net cash used in investing activities was $485,000 for the year ended December 31, 2002 and $16.2 million for the year ended December 31, 2001, compared to net cash provided by investing activities of $67.0 million for the year ended December 31, 2000. Net cash used in investing activities for the year ended December 31, 2002 consisted primarily of purchases of computer software and furniture, equipment and leasehold improvements, as well as an investment in STGE to increase our ownership interest to 99.9%. Net cash used in investing activities for the year ended December 31, 2001 was primarily for purchases of computer software and furniture, equipment and leasehold improvements of $20.0 million, offset by cash received in the acquisition of STGE and the sale of WCJ of $3.2 million. Net cash provided by investing activities for the year ended December 31, 2000 was primarily from sales of short-term investments of $146.1 million offset by purchases of short-term investments of $43.7 million, the acquisition of STG for $6.8 million (net of cash received), an additional investment in WCJ of $18.9 million and purchases of computer software and furniture, equipment and leasehold improvements of $10.0 million.

        Net cash used in financing activities was $2.3 million for the year ended December 31, 2002 and $18.2 million for the year ended December 31, 2001, compared to net cash provided by financing activities of $36.7 million for the year ended December 31, 2000. Net cash used in financing activities for the year ended December 31, 2002 resulted from repurchases of common stock of $5.3 million offset by proceeds received from the issuance of common stock for the exercise of options of $3.0 million. Net cash used in financing activities for the year ended December 31, 2001 was primarily the result of $12.2 million in repurchases of our common stock through our repurchase program and $10.4 million in repurchases of our Class B common stock from The Goldman Sachs Group, Inc., offset by proceeds from employee stock option exercises of $3.6 million and note repayments of approximately $700,000. For the year ended December 31, 2000, net cash provided by financing activities resulted primarily from issuances of common stock totaling $46.1 million which consists primarily of employee stock option exercises and the sale of 2 million shares of our common stock to each of E*TRADE and certain affiliates of General Atlantic Partners, offset by $12.1 million in repurchases of our common stock through our repurchase program.

Commitments

        We currently have several operating leases covering office space in Old Greenwich and Stamford, Connecticut; San Francisco, California; Boston, Massachusetts and London. The leases include scheduled rent increases and have various expirations ranging from 2003 to 2011. Future lease commitments over that period total approximately $61.2 million and are detailed in the table below.

        We are currently obligated under four leases for office space that we do not occupy. Included in the table below are commitments for one of those leases in San Francisco, California totaling $7.4 million; however, sublease payments for the life of the lease totaling $7.8 million are not included as an offset to the future minimum payments. Also included in the table below are future commitments of $24.3 million related to another lease in San Francisco, California and a lease in Stamford, Connecticut. Additionally, due to the discontinuance of our European operations in the first quarter of 2002, we are no longer occupying our office space in London. Two floors of that space included in the lease have been assigned to another tenant under the same terms as the original lease. However, we guaranteed that assignment, and therefore remain liable for the lease payments in the event the assignee does not pay. The total lease commitment of $4.0 million covered under the assignment is not included in the table below. The third floor included in the London lease, for a total commitment of

26

$2.3 million through 2010, is included in the table below; however sublease payments for that space through 2006 totaling $532,000 are not included as an offset to the future minimum payments. As of December 31, 2002, we have a liability of $19.1 million reflecting our lease commitments in excess of sublease commitments and the market loss on the additional unused office space over the life of the leases mentioned above.

        We have committed $10.0 million as a limited partner in Dawntreader Fund II LP, which is managed by our Venture Capital Group. As of December 31, 2002, there is approximately $3.9 million of our commitment remaining to be drawn down by the fund. The fund's commitment term ends on December 31, 2010, but may be extended for up to two additional one-year periods.

        We are committed under contracts with certain key employees to pay guaranteed bonuses of approximately $5.3 million for the year ended December 31, 2003.

New Accounting Pronouncements

        In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We do not believe that the implementation of SFAS 146 will have a material impact on our consolidated financial statements.

        In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45"). Guarantees meeting the characteristics described in the Interpretation are required to be initially recorded at fair value, which is different from the general current practice of recording a liability only when a loss is probable and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies. FIN 45 also requires a guarantor to make significant new disclosures for virtually all guarantees even when the likelihood of the guarantor's having to make payments under the guarantee is remote. FIN 45's disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The Interpretation's initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. We do not believe that the implementation of FIN 45 will have a material impact on our consolidated financial statements.

        In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"). The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive

27

a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidation requirements of Interpretation 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. As of December 31, 2002, we have not yet determined what effect, if any, FIN 46 will have on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

        Our primary risk exposures are market risk (particularly equity price), credit risk, legal risk and operational risk. Market risk refers to the risk that a change in the level of equity prices, interest rates or other factors could result in trading losses or negatively impact the market for equity issuance. Credit and legal risk refers to the risk that a counterparty to a transaction might fail to perform under its contractual commitment resulting in our incurring losses, the risk of non-compliance with applicable legal and regulatory requirements and that a counterparty's performance obligations will be unenforceable. Operational risk generally refers to the risk of loss resulting from our operations, including, but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems and inadequacies or breaches in our control processes. Our risk management focuses on the trading of securities, extension of credit to counterparties and investment banking activities, as well as the monitoring of trading levels with institutional customers. We monitor these risks daily through a number of control procedures in order to identify and evaluate the various risks to which our Company is exposed.

Market Risk

        We may act as a principal to facilitate customer-related transactions in financial instruments, which exposes the firm to market risks. We make markets in over 350 equity securities. To facilitate this business, we maintain securities inventories to facilitate customer transactions. Our management believes in monitoring market risk. Our overall risk management results in a carefully controlled exposure to market volatility that should reduce our exposure to earnings volatility. Managing market risk exposure includes limiting firm commitments by position level both long and short for all securities traded and limiting the type of trades that can occur in each inventory account.

        We seek to manage daily risk exposure in our inventory accounts by requiring various levels of management review of these accounts. The primary purpose of risk management is to participate in the establishment of position limits, as well as to monitor both the buy and sell activity in the firm's trading accounts. Trading activities may result in the creation of inventory positions. Position and exposure reports indicating both long and short positions are prepared, distributed and reviewed each day. These reports enable us to monitor inventory levels, monitor daily trading results by stock and trader, as well as review inventory aging, pricing and concentration.

        We invest our excess cash in money market funds and in enhanced income funds which include short-term obligations issued by the U.S. Government and its agencies and in high-quality corporate issuers. Our investments in enhanced income funds exposes us to market risk for changes in interest rates. We have established investment guidelines that specify credit quality requirements as well as diversification requirements by issuer and type of security. We do not hold derivative financial instruments in our investment portfolio.

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Credit Risk

        Our exposure to credit risk arises from the possibility that a counterparty to a transaction might fail to perform under its contractual commitment, resulting in our incurring losses. Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining possession and control of collateral which is accomplished with established arrangements with the clearing broker. Along with our clearing broker, we manage the credit exposure relating to our trading activities by monitoring the credit worthiness of counterparties requesting additional collateral when deemed necessary and limiting the amount and duration of exposure to individual counterparties.

Legal Risk

        Legal risk includes the risk of non-compliance with applicable legal and regulatory requirements and the risk that a counterparty's performance obligations will be unenforceable. We are generally subject to extensive regulation in the different jurisdictions in which we conduct business. We have established legal standards and procedures that are designed to ensure compliance with all applicable statutory and regulatory requirements. We have also established procedures that are designed to monitor compliance with senior management's policies relating to conduct, ethics and business practices. In connection with our business, we have various procedures that address issues such as regulatory capital requirements, trading and sales practices, supervision, and record keeping. We have also established certain procedures to mitigate the risk that a counterparty's performance obligations will be unenforceable, including consideration of counterparty legal authority and capacity, adequacy of legal documentation, the permissibility of a transaction under applicable law and whether applicable bankruptcy or insolvency laws limit or alter contractual remedies.

Operational Risk

        Operational risk generally refers to the risk of loss resulting from our operations, including, but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems and inadequacies or breaches in our control processes. Managing these risks is critical, particularly in a rapidly changing environment with increasing transaction volumes. In the event of a breakdown or improper operation of systems or improper action by employees, the Company could suffer financial loss, regulatory sanctions and damage to its reputation.

        Our business is highly dependent on communications and information systems, including systems provided by our clearing broker and other third party providers. Any failure or interruption of our systems, the systems of our clearing broker or third party trading systems could cause delays or other problems in our securities trading activities, which could have a material adverse effect on our operating results. In addition, our clearing broker and other third parties provide our principal disaster recovery systems. We do not have a stand-alone disaster recovery plan with other third parties. We cannot assure you that we or third party providers will not suffer any systems failure or interruption, including, but not limited to, one caused by an earthquake, fire, other natural disaster, power or telecommunications failure, act of God, terrorism, act of war or otherwise, or that our or our third party providers' back-up procedures and capabilities in the event of any such failure or interruption will be adequate.

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Item 8. Financial Statements and Supplementary Data.

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

        A change in independent auditors from Arthur Andersen LLP to Ernst and Young LLP was reported in a Current Report on Form 8-K dated May 2, 2002.

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PART III

        Information called for by Item 10 will be set forth under the caption "Election of Directors" in the Company's 2002 Proxy Statement, which will be filed not later than 120 days after the end of the Company's fiscal year ended December 31, 2002 and which is incorporated herein by this reference.

        Information called for by Item 11 will be set forth under the caption "Executive Compensation" in the Company's 2002 Proxy Statement, which will be filed not later than 120 days after the end of the Company's fiscal year ended December 31, 2002 and which is incorporated herein by this reference.

        Information called for by Item 12 will be set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's 2002 Proxy Statement, which will be filed not later than 120 days after the end of the Company's fiscal year ended December 31, 2002 and which is incorporated herein by this reference.

        Information called for by Item 13 will be set forth under the caption "Certain Relationships and Related Transactions" in the Company's 2002 Proxy Statement, which will be filed not later than 120 days after the end of the Company's fiscal year ended December 31, 2002 and which is incorporated herein by this reference.

        (a)    Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial and Administrative Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 as amended (the "Exchange Act") as of a date 90 days prior to the filing of this annual report (the "Evaluation Date"). Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are reasonably effective in alerting management of the Company on a timely basis to material information relating to our Company required to be included in our reports filed or submitted under the Exchange Act.

        (b)    Changes in Internal Controls

Since the Evaluation Date, there have not been any significant changes in our internal controls or in other factors that could significantly affect such controls.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

        (a)    Documents filed as part of this report on Form 10-K:

        1.    Financial Statements of SoundView Technology Group, Inc.

        The following consolidated financial statements of SoundView Technology Group, Inc, and subsidiaries and the related notes thereto are filed as a part of this report pursuant to Item 8, beginning on page F-1:

Report of Independent Auditors

Report of Predecessor Independent Public Accountants

31

Consolidated Statements of Financial Condition as of December 31, 2002 and 2001

Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000

Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

Notes to Consolidated Financial Statements

Schedule to Consolidated Financial Statements

Notes to Schedule to Consolidated Financial Statements

        2.    Financial Statement Schedules and Information

        All financial statement schedules and information required by Item 14(a)(2) have been omitted because they are inapplicable or because the required information has been included in the consolidated financial statements or notes thereto.

        3.    Exhibits

        The following exhibits are filed as part of this report as required by Item 601 of Regulation S-K. The exhibits designated by an asterisk are management contracts and compensatory plans and arrangements required to be filed as exhibits to this report.

32

        (b)    Reports on Form 8-K

        On May 8, 2002, the Company filed a current report on Form 8-K describing a change in its independent auditors.

33

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(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 authorized, in Old Greenwich, Connecticut, on the 21st day of March 2003.

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark F. Loehr and Gerard P. Maus, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this report, any and all amendments thereto and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

34

35

CERTIFICATION

I, Mark F. Loehr, certify that:

1.

I have reviewed this annual report on Form 10-K of SoundView Technology Group, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

36

CERTIFICATION

I, Gerard P. Maus, certify that:

1.

I have reviewed this annual report on Form 10-K of SoundView Technology Group, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

37

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
SoundView Technology Group, Inc.:

        We have audited the accompanying consolidated statement of financial condition of SoundView Technology Group, Inc. (a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2002, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit. The financial statements of the Company as of the year ended December 31, 2001 and for each of the two years in the period ended December 31, 2001 were audited by other auditors who have ceased operations and whose report dated January 21, 2002 expressed an unqualified opinion on those statements.

        We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the 2002 financial statements referred to above present fairly, in all material respects, the financial position of SoundView Technology Group, Inc. and subsidiaries as of December 31, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth herein.

        As discussed in Note 3, the Company adopted the provisions of Statement of Financial Accounting Standards Statement No. 142 ("Statement No. 142") effective January 1, 2002.

        As discussed above, the financial statements of SoundView Technology Group, Inc. and subsidiaries as of December 31, 2001 and for each of the two years in the period ended December 31, 2001 were audited by other auditors who have ceased operations. As described in Note 8, these financial statements have been updated to include the transitional disclosures required by Statement No. 142, Goodwill and Other Intangible Assets, which was adopted by the Company as of January 1, 2002. Our audit procedures with respect to the disclosures in Note 8 with respect to 2001 and 2000 included (a) agreeing the previously reported net loss to the previously issued financial statements and the adjustments to reported net loss representing amortization expense recognized in those periods related to goodwill and intangible assets that are no longer being amortized to the Company's underlying records obtained from management, and (b) testing the mathematical accuracy of the reconciliation of adjusted net income/loss to reported net loss, and the related earnings-per-share amounts. In our opinion, the disclosures for 2001 and 2000 in Note 8 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 and 2000 financial statements taken as a whole.

Ernst & Young LLP

New York, New York
January 27, 2003

F-2

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
SoundView Technology Group, Inc.:

        We have audited the accompanying consolidated statements of financial condition of SoundView Technology Group, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001, and 2000 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements and the schedule referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SoundView Technology Group, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

        Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index on page F-1 is presented for the purpose of complying with the Securities and Exchange Commission's rules and is not a part of the basic financial statements. Such schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

New York, New York
January 21, 2002

THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH SOUNDVIEW TECHNOLOGY GROUP, INC.'S FILING ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH THIS FILING ON FORM 10-K.

F-3

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2002 AND 2001

The accompanying notes are an integral part of these consolidated statements.

F-4

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

The accompanying notes are an integral part of these consolidated statements.

F-5

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

The accompanying notes are an integral part of these consolidated statements.

F-6

SOUNDVIEW TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000