<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SOUTHWEST SECURITIES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2040825
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 ELM STREET, SUITE 3500
DALLAS, TEXAS 75270
(214) 651-1800
(Address of registrant's principal executive offices)
SOUTHWEST SECURITIES GROUP, INC. STOCK OPTION PLAN
SOUTHWEST SECURITIES GROUP, INC. 1997 STOCK OPTION PLAN
SOUTHWEST SECURITIES GROUP, INC. STOCK PURCHASE PLAN
MISCELLANEOUS EMPLOYEE OPTIONS
(Full title of plans)
---------------------------
David Glatstein Copy to:
President and Chief Executive Officer David G. McLane, Esq.
Southwest Securities Group, Inc. Gardere & Wynne, L.L.P.
1201 Elm Street, Suite 3500 1601 Elm Street, Suite 3000
Dallas, Texas 75270 Dallas, Texas 75201
(214) 651-1800 (214) 999-4607
(Name and address, including zip code, and telephone number,
including area code, of registrant's agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER MAXIMUM AMOUNT OF
REGISTERED REGISTERED SHARE (4) AGGREGATE OFFERING REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value.. 1,000,000 (1) $19.51 $19,510,000
- --------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value.. 150,000 (2) $18.75 $ 2,812,500
- --------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value.. 1,000,000 $18.28 $18,280,000
- --------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value.. 16,800 (3) $ 7.69 $ 129,192
- --------------------------------------------------------------------------------------------------------
Totals.................... 2,166,800 $40,731,692 $12,016
========================================================================================================
</TABLE>
(1) Includes 439,372 shares subject to options previously granted under the
Southwest Securities Group, Inc. Stock Option Plan.
(2) Includes 16,855 shares subject to options previously granted under the
Southwest Securities Group, Inc. 1997 Stock Option Plan.
(3) Shares subject to options previously granted as miscellaneous employee
options.
(4) With respect to shares subject to options previously granted, the Proposed
Maximum Offering Price per Share is calculated pursuant to Rule 457(h) and,
as such, is based upon the exercise price of each outstanding option. With
respect to shares subject to options and stock purchase rights not yet
granted, the Proposed Maximum Offering Price per Share is estimated in
accordance with Rules 457(c) and 457(h) solely for the purpose of
calculating the registration fee on the basis of $18.28 per share, the
average of the high and low prices of the Registrant's common stock as
reported on the New York Stock Exchange, Inc. on September 28, 1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- ------------------
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Southwest Securities Group, Inc. (the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference in this registration statement.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1998 filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (File No. 001-13401).
(2) The description of the Registrant's Common Stock which is contained
in the Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold under this
registration statement, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following summary is qualified in its entirety by reference to the
complete text of the General Corporation Law of the State of Delaware (the
"DGCL"), the Bylaws of the Registrant (the "Registrant Bylaws") and the
Certificate of Incorporation of the Registrant (the "Registrant Charter")
referred to below.
Section 145 of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
II-1
<PAGE>
In addition, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.
Section 145 of the DGCL further provides that nothing in the above-
described provisions shall be deemed exclusive of any other rights to
indemnification or advancement of expenses to which any person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
The Registrant Bylaws provide for the indemnification of each director,
officer, former director and former officer of the Registrant, and each person
who shall have served at the request of Registrant as a director or officer of
another corporation in which Registrant owns shares of capital stock or of which
the Registrant is a creditor, against expenses actually and necessarily incurred
by him or her in connection with the defense of any action, suit or proceeding
in which he or she is made a party by reason of his or her being or having been
a director or officer of the Registrant or of such other corporation. The
Registrant Bylaws also provide that such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled as a
matter of law or under any bylaw, agreement, vote of stockholders or otherwise.
Section 102(b)(7) of the DGCL provides that a corporation may, in its
certificate of incorporation, eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except for liability: for any breach of the
director's duty of loyalty to the corporation or its stockholders; for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; under Section 174 of the DGCL (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock); or for any transaction from
which the director derived an improper personal benefit.
The Registrant Charter provides that, to the fullest extent permitted by
Delaware law, directors shall not be liable to the Registrant or its
stockholders for any act or omission as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
5.1* -- Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
10.2 -- Southwest Securities Group, Inc. Stock Option Plan (incorporated by
reference to Exhibit A of Registrant's Proxy Statement dated
September 26, 1996).
10.5 -- Southwest Securities Group, Inc. 1997 Stock Option Plan
(incorporated by reference to the corresponding exhibit to
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 26, 1998).
10.6 -- Southwest Securities Group, Inc. Stock Purchase Plan (incorporated
by reference to the corresponding exhibit to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 26, 1998).
10.7* -- Option Agreement, dated May 25, 1995, between Southwest Securities
Group, Inc. and Larrie A. Weil.
23.1* -- Consent of KPMG Peat Marwick LLP, independent accountants for the
Registrant.
23.2 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1* -- Power of Attorney (included on signature page on page II-5)
- -------------------
* Filed herewith.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Exchange Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Exchange Act and will be governed
by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 30th day of September,
1998.
SOUTHWEST SECURITIES GROUP, INC.
(Registrant)
By: /s/ David Glatstein
------------------------------------------
David Glatstein, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David Glatstein and Don A. Buchholz and
each of them (with full power in each of them to act alone), his 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 any amendments to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below in the City of Dallas, State of Texas, on the 30th
day of September, 1998.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David Glatstein President, September 30, 1998
- ----------------------------- Chief Executive Officer
David Glatstein and Director
(Principal Executive Officer)
/s/ Stacy M. Hodges Chief Financial Officer September 30, 1998
- ----------------------------- and Treasurer
Stacy M. Hodges (Principal Financial Officer)
/s/ Laura Leventhal Controller September 30, 1998
- ------------------------------ (Principal Accounting Officer)
Laura Leventhal
/s/ Don A. Buchholz Director and September 30, 1998
- ------------------------------ Chairman of the Board
Don A. Buchholz
/s/ Raymond E. Wooldridge Director and September 30, 1998
- ------------------------------ Vice Chairman of the Board
Raymond E. Wooldridge
Director September __, 1998
- -----------------------------
Allen B. Cobb
/s/ J. Jan Collmer Director September 30, 1998
- -----------------------------
J. Jan Collmer
II-5
<PAGE>
Director September __, 1998
- -----------------------------
R. Jan LeCroy
/s/ Frederick R. Meyer Director September 30, 1998
- -----------------------------
Frederick R. Meyer
Director September __, 1998
- -----------------------------
Jon L. Mosle, Jr.
II-6
<PAGE>
INDEX TO EXHIBITS
5.1* -- Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
10.2 -- Southwest Securities Group, Inc. Stock Option Plan (incorporated by
reference to Exhibit A of Registrant's Proxy Statement dated
September 26, 1996).
10.5 -- Southwest Securities Group, Inc. 1997 Stock Option Plan (incorporated
by reference to the corresponding exhibit to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 26, 1998).
10.6 -- Southwest Securities Group, Inc. Stock Purchase Plan (incorporated by
reference to the corresponding exhibit to Registrant's Annual Report
on Form 10-K for the fiscal year ended June 26, 1998).
10.7* -- Option Agreement, dated May 25, 1995, between Southwest Securities
Group, Inc. and Larrie A. Weil.
23.1* -- Consent of KPMG Peat Marwick LLP, independent accountants for the
Registrant.
23.2 -- Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1* -- Power of Attorney (included on signature page on page II-5)
- -------------------
* Filed herewith.
<PAGE>
EXHIBIT 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD APPEARS HERE]
September 30, 1998
Southwest Securities Group, Inc.
1201 Elm Street, Suite 3500
Dallas, Texas 75270
Gentlemen:
We have acted as counsel to Southwest Securities Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (the
"Registration Statement") of an aggregate of 2,166,800 shares of Common Stock,
$0.10 par value ("Common Stock"), of the Company, of which (i) 1,000,000 are
authorized for issuance under the Southwest Securities Group, Inc. Stock Option
Plan, dated as of September 17, 1996 (the "Option Plan"), (ii) 150,000 are
authorized for issuance under the Southwest Securities Group, Inc. 1997 Stock
Option Plan, dated as of August 20, 1997 (the "1997 Option Plan"), (iii)
1,000,000 are authorized for issuance under the Southwest Securities Group, Inc.
Stock Purchase Plan, dated as of August 20, 1997 (the "Purchase Plan"), and (iv)
16,800 are authorized for issuance pursuant to an Option Agreement between the
Company and Larrie A. Weil, dated as of May 25, 1995 (the "Weil Option") (the
Option Plan, 1997 Option Plan, Purchase Plan and Weil Option are collectively
referred to herein as the "Company Plans").
We have assisted the Company in the preparation of, and are familiar with, the
Registration Statement of the Company to be filed with the Securities and
Exchange Commission on September 30, 1998 for the registration under the
Securities Act of the 2,166,800 shares of Common Stock covered by the Company
Plans.
With respect to the foregoing, we have examined and have relied upon originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, documents, orders, certificates and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinion
expressed below.
Based upon the foregoing, we are of the opinion that the 2,166,800 shares of
Common Stock of the Company which from time to time may be issued under the
Company Plans in accordance with
<PAGE>
Southwest Securities Group, Inc.
September 30, 1998
Page 2
appropriate proceedings of the Board of Directors of the Company or a committee
thereof, when so issued and sold at prices in excess of the par value of the
Common Stock, in accordance with the respective provisions of the Company Plans
and related agreements entered into by the Company, will be duly and validly
authorized and issued by the Company and fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By:/s/ DAVID G. MCLANE
-----------------------------------
David G. McLane, Partner
<PAGE>
EXHIBIT 10.7
OPTION AGREEMENT
AGREEMENT made May 25, 1995, between Southwest Securities Group, Inc. (the
"Company"), and Larrie A. Weil ("Weil").
1. STOCK OPTION. The Company hereby grants to Weil an option to purchase
up to 16,000 shares of the common stock of the Company, par value of $.10 per
share, subject to the terms and conditions herein set forth (the "Option").
2. EXERCISE OF OPTION. The Option to purchase such share may be exercised
in whole or in part, at any time after such Option arises, by written notice
delivered to the Company. Such notice shall state the number of shares with
respect to which the Option is being exercised and shall specify a date, not
less than five nor more than ten days after the date of such notice, as the date
on which the shares will be taken up and payment made therefor in cash at the
principal office of the Company. If any law or regulation requires the Company
to take any action with respect to the shares specified in such notice, then the
date for the delivery of such shares against payment therefor shall be extended
for the period necessary to take such action. In the event of any failure to
take up and pay for the number of shares specified in such notice on the date
set forth therein, as the same may be extended as provided above, the exercise
of this Option shall terminate with respect to such number of shares, but shall
continue with respect to the remaining shares covered by this Agreement and not
yet acquired pursuant thereto.
3. PURCHASE PRICE. The purchase price per share shall be $8.07.
4. TERMINATION OF EMPLOYMENT. Upon termination of the employment of Weil
with the Company other than by reason of his death, the Option must be exercised
for the remaining shares covered by this Agreement within 90 days of such
termination of employment or the rights granted hereunder will expire and be
lost and forfeited forever. In the event of the death of Weil, his estate may
exercise the Option for the remaining shares covered by this Agreement within
180 days after the date of his death.
5. NO RIGHTS IN OPTION STOCK. Weil shall have no rights as a shareholder
in respect of shares as to which the Option shall not have been exercised and
payment made as herein provided, and shall have no rights with respect to such
shares other than those rights which are expressly conferred by this Agreement.
6. SHARES RESERVED. The Company shall at all times during the term of
this Agreement reserve and keep available such number of shares of its common
stock as will be sufficient to satisfy the requirements of this Agreement, and
shall pay all original issue taxes on the exercise of this Option, and all other
fees and expenses necessarily incurred by the Company in connection therewith.
7. NO ANTI-DILUTION PROVISIONS. Weil understands that there are no
anti-dilution provisions associated with the Option or the underlying stock.
8. NONASSIGNABILITY. This option shall not be encumbered or disposed of
in whole or in part. Weil hereby represents that all shares of the common stock
of the Company purchased pursuant to this Agreement shall be purchased for
investment and not with a view to distribution.
9. SUCCESSORS. This Agreement shall be binding upon any successor of the
Company.
In witness whereof the parties have executed and delivered this Agreement
as of the date first above written.
SOUTHWEST SECURITIES GROUP, INC.
BY: /s/ DAVID GLATSTEIN
-----------------------------------
DAVID GLATSTEIN, President
/s/ LARRIE A. WEIL
----------------------------------------
LARRIE A. WEIL
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Southwest Securities Group, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Southwest Securities Group, Inc. of our report dated July 31, 1998,
relating to the consolidated statements of financial condition of Southwest
Securities Group, Inc. and subsidiaries as of June 26, 1998 and June 27, 1997,
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the years in the three-year period ended June 26, 1998,
and related schedule, which report appears in the June 26, 1998 annual report on
Form 10-K of Southwest Securities Group, Inc.
KPMG Peat Marwick, LLP
Dallas, Texas
September 30, 1998
