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As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 333-65073
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHWEST SECURITIES GROUP, INC.
(Exact name of registrant as specified in its charter)
75-2040825
Delaware
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Elm Street, Suite 3500
Dallas, Texas 75270
(Address of Principal Executive Offices)
SOUTHWEST SECURITIES GROUP, INC.
STOCK PURCHASE PLAN
(Full title of the plan)
David Glatstein Copy to: David G. McLane, Esq.
President and Chief Executive Officer Gardere & Wynne, L.L.P.
Southwest Securities Group, Inc. 1601 Elm Street
1201 Elm Street, Suite 3500 Suite 3000
Dallas, Texas 75270 Dallas, Texas 75201
(214) 658-1800 (214) 999-4607
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
DEREGISTRATION OF CERTAIN SHARES OF COMMON STOCK
399,999 shares of Common Stock, $.10 par value, of the registrant
previously registered under this registration statement for use under the
Southwest Securities Group, Inc. Stock Purchase Plan have not been used prior to
this date and such shares are hereby withdrawn from registration under this
registration statement and are to be, along with the associated filing fee paid
with the registration of those shares in the amount of $2,218 transferred to a
new Registration Statement on Form S-8 of the registrant to register 400,000
shares of Common Stock, $.10 par value, for use under the Southwest Securities
Deferred Compensation Plan.
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This Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8, File No. 333-65073 (the "Registration Statement") is being filed by
Southwest Securities Group, Inc. (the "Registrant") pursuant to Instruction E of
Form S-8 to transfer 399,999 shares of Common Stock, $.10 par value, previously
registered under the Registration Statement to a new Registration Statement on
Form S-8 to be filed to register 400,000 shares of Common Stock, $.10 par value,
and related deferred compensation obligations under the Southwest Securities
Deferred Compensation Plan.
Item 8. Exhibits.
10.6 Southwest Securities Group, Inc. Stock Purchase Plan (Restated)
(incorporated by reference to the corresponding exhibit to the
Registrant's Quarterly Report on Form 10-Q filed February 16, 1999
23.1* Consent of KPMG LLP
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* Filed herewith.
II-1
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SIGNATURES
The Registrant. 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on April 7, 2000.
SOUTHWEST SECURITIES GROUP, INC.
(Registrant)
By: /s/ David Glatstein
------------------------------------
David Glatstein, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities indicated on April 7, 2000.
Name Title
---- -----
/s/ David Glatstein President and Chief Executive Officer and
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David Glatstein Director (Principal Executive Officer)
* Chief Financial Officer and Treasurer
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Stacy M. Hodges (Principal Financial Officer)
* Controller
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Laura Leventhal (Principal Accounting Officer)
* Director and Chairman of the Board
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Don A. Buchholz
Director
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Brodie L. Cobb
* Director
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J. Jan Collmer
/s/ R. Jan LeCroy Director
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R. Jan LeCroy
Director
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Robert F. Gartland
* Director
- ------------------------------
Frederick R. Meyer
II-2
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Director
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Jon L. Mosle, Jr.
*By: /s/ David Glatstein
--------------------------
David Glatstein
As Attorney-in-Fact
II-3
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
10.6 Southwest Securities Group, Inc. Stock Purchase Plan (Restated)
(incorporated by reference to the corresponding exhibit to the
Registrant's Quarterly Report on Form 10-Q filed February 16,
1999
23.1* Consent of KPMG LLP
_____________
* Filed herewith.
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (333-
65073) on Form S-8 of Southwest Securities Group, Inc. of our report dated July
27, 1999, except as to the second paragraph of note 19 to the consolidated
financial statements which is as of August 6, 1999 and note 18 to the
consolidated financial statements which is as of August 10, 1999, relating to
the consolidated statements of financial condition of Southwest Securities
Group, Inc. and subsidiaries as of June 25, 1999 and June 26, 1998, and the
related consolidated statements of income and comprehensive income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended June 25, 1999, and related financial statement schedule, which
report appears in the June 25, 1999 Annual Report on Form 10-K of Southwest
Securities Group, Inc.
KPMG LLP
Dallas, Texas
April 7, 2000
