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As filed with the Securities and Exchange Commission on April 7, 2000
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
(Address of Principal Executive Offices)
SOUTHWEST SECURITIES
DEFERRED COMPENSATION 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) 658-1055 (214) 999-4607
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 400,000 shs (1)(2) $44.875 (2) $44.875 $1.00 (2)(3)
Deferred Compensation Obligations (4) $17,950,000 100% $17,950,000 --
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminate number of shares as may be required
to cover possible adjustments under the Southwest Securities Deferred
Compensation Plan by reason of any stock dividend, stock split, share
combination, exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or the like, of or by the
Registrant.
(2) Pursuant to Q.89 and Q.90 in the Securities Act Forms section of the
Telephone Interpretations Manual, 399,999 unused shares under Registration
Statement on Form S-8 (File No. 333-65073) and the associated fee in the
amount of $2,218 are transferred to this Registration Statement, and this
Registration Statement is registering one (1) additional share, with an
associated fee for one share, payable hereunder.
(3) Calculated pursuant to Rule 457(h), based on the average of the high and
low prices for the Common Stock on April 3, 2000, as reported on the New
York Stock Exchange, Inc.
(4) The Deferred Compensation Obligations are unsecured obligations of
Southwest Securities Group, Inc. to pay deferred compensation in the future
in accordance with the terms of the Plan. Pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement covers an indeterminate
amount of obligations to be offered or sold in lieu of shares of Common
Stock pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*This Registration Statement on Form S-8 (the "Registration Statement")
is being filed by Southwest Securities Group, Inc. (the "Company" or
"Registrant") with respect to the Southwest Securities Deferred
Compensation Plan (the "Plan"), referred to on the cover of this
Registration Statement. 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. The
document(s) containing the information required in Part I of this
Registration Statement will be sent or given to each of the Company's
employees who is eligible to participate in the Plan, as specified by
Rule 428(b)(1) under the 1933 Act. Such document(s) are not being filed
with the Securities and Exchange Commission (the "Commission") but
constitute (together with the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the 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 25, 1999, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 0-19483);
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since June 25, 1999; and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, as filed with the
Commission on September 19, 1997, including any amendments or
reports 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, 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.
Under the Plan, the Company will provide eligible employees of the
Company and its affiliates with the opportunity to elect to defer a specified
percentage of certain portions of their future cash compensation. The
obligations of the Company under the Plan (the "Obligations") will be unsecured
general obligations of the Company to pay the compensation deferred in
accordance with the terms of the Plan, and will rank equally with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. The right of the Company, hence the right of creditors of the
Company (including participants in the Plan) to participate in a distribution of
the assets of any of its subsidiaries upon their liquidation or reorganization
or otherwise, necessarily is subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of the Company itself as a creditor
may be recognized.
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Although the benefits under the Plan will be paid from the general assets
of the Company, the Company has established a "rabbi trust" under the Southwest
Securities Deferred Compensation Plan Trust Agreement effective July 1, 1999,
to assist with benefit payments under certain circumstances. Amounts held under
the rabbi trust may only be used to pay Plan benefits or to satisfy the claims
of the Company's general creditors. The Plan benefits may include shares of
Common Stock of the Company held by the rabbi trust.
The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on elections by the participant,
will be made from the participant's bonuses and commissions only, and will be
held in an account in the name of the participant (the "Account"). The Account
will also be credited with any matching contributions and discretionary
contributions made by a participant's employer pursuant to the terms of the
Plan. Each Account shall be credited, or debited, as the case may be, on a
quarterly basis at the end of each calendar quarter, based on the balance in
such Account. Credited interest shall be based on the returns on mutual fund(s)
and Common Stock of the Company weighted in accordance with the participant's
investment allocation. Credited interest on matching contributions and
discretionary contributions shall be based on the returns on the Company's
Common Stock. Each Account generally will be payable on a date selected by the
participant in accordance with the terms of the Plan. The restrictions for a
distribution from an Account are set forth in the Plan. The Obligations will be
denominated and payable in United States dollars; provided, however, that shares
of Common Stock of the Company held in any Account, which will be purchased in
the open market or from the rabbi trust itself, shall be distributed.
A participant's right or the right of any other person to the Account
cannot be assigned, alienated, sold, garnished, transferred, pledged or
encumbered.
The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by the participant, as allowed by the
Plan, or through operation of a mandatory or optional sinking fund or analogous
provision. The Company reserves the right to amend or terminate the Plan at any
time, except that no such amendment or termination shall adversely affect the
right of a participant to the balance of his or her Account as of the date of
such amendment or termination.
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. Each participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any request for consent, waivers,
or amendments pertaining to the Obligations, enforcing covenants, and taking
action upon a default.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation provides that no director
of the Registrant will be personally liable to the Registrant or any of its
stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director, with certain limited exceptions.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law ("DGCL"), every Delaware corporation has the power to 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 (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 in such a capacity at the request of the corporation for another
corporation, partnership, joint venture, trust or other enterprise, against any
and all expenses, judgments, fines and amounts paid in settlement and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests, 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 his or her conduct was unlawful.
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The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, believes that in light of all the
circumstances indemnification should apply.
The Registrant's Certificate of Incorporation contains provisions
requiring it to indemnify its officers and directors to the fullest extent
permitted by the DGCL.
Section 145 of the DGCL also empowers the Registrant to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the Registrant against liability asserted against or incurred by him in any
such capacity, whether or not the Registrant would have the power to indemnify
such officer or director against liability under the provisions of Section 145.
The Registrant has purchased and maintains a directors' and officers' liability
policy for such purposes.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Southwest Securities Deferred Compensation Plan (incorporated by
reference to Exhibit 10.2 to the Registrant's Form 10-K Annual
Report for the fiscal year ended June 25, 1999).
5.1* Opinion of Gardere & Wynne, L.L.P.
23.1* Consent of KPMG LLP
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit
5.1)
24.1* Power of Attorney (set forth on the signature pages of this
Registration Statement)
- ---------------
*Filed herewith.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be included
in a post-effective amendment by these paragraphs is contained in periodic
II-3
<PAGE>
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
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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
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
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
in this Registration Statement in any capacity hereby constitutes and appoints
Don A. Buchholz and David Glatstein and each of them (with full power in each of
them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and other documents in
connection therewith, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite or
desirable.
Pursuant to the requirements of the Securities Act of 1933, 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
- ------------------------------
David Glatstein (Principal Executive Officer)
/s/ Stacy M. Hodges Chief Financial Officer and Treasurer
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Stacy M. Hodges (Principal Financial Officer)
/s/ Laura Leventhal Controller
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Laura Leventhal (Principal Accounting Officer)
/s/ Don A. Buchholz Director and Chairman of the Board
- ------------------------------
Don A. Buchholz
Director
- -----------------------------
Brodie L. Cobb
/s/ J. Jan Collmer Director
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J. Jan Collmer
II-5
<PAGE>
Director
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Robert F. Gartland
/s/ R Jan LeCroy Director
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R. Jan LeCroy
/s/ Frederick R. Meyer Director
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Frederick R. Meyer
Director
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Jon L. Mosle, Jr.
II-6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act, on behalf of
the Executive Committee, which is responsible for the administration of the
Plan, the members of the Executive Committee have duly caused this Registration
Statement to be signed, by the undersigned, hereto duly authorized, in the City
of Dallas, State of Texas, on April 7, 2000.
Name Title
/s/ Don A. Buchholz Committee Member
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Don A. Buchholz
/s/ David Glatstein Committee Member
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David Glatstein
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Southwest Securities Deferred Compensation Plan (incorporated by
reference to Exhibit 10.1 to the Registrant's Form 10-K Annual
Report for the fiscal year ended June 25, 1999).
5.1* Opinion of Gardere & Wynne, L.L.P.
23.1* Consent of KPMG LLP
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit
5.1)
24.1* Power of Attorney (set forth on the signature pages of this
Registration Statement)
- ------------------
*Filed herewith.
<PAGE>
Exhibit 5.1
April 7, 2000
Board of Directors
Southwest Securities Group, Inc.
1201 Elm Street, Suite 3500
Dallas, Texas 75270
Re: Southwest Securities Deferred Compensation Plan
Gentlemen:
We have acted as counsel for Southwest Securities Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") of (i) $17,950,000 of the Company's deferred
compensation obligations (the "Obligations"), which are issuable under the
Southwest Securities Deferred Compensation Plan, as effective July 1, 1999 (the
"Plan"), and (ii) 400,000 shares of Common Stock, $.10 par value, of the Company
which may be purchased in the market and delivered from time to time under the
Plan.
With respect to the foregoing, we have examined such documents and questions of
law as we have deemed necessary to render the opinion expressed below. Based
upon the foregoing, we are of the opinion that:
(1) the Company has been duly incorporated and is validly existing under the
laws of the State of Delaware; and
(2) the Obligations have been duly authorized and, when issued in accordance
with the terms of the Plan and conditions set forth in the Plan, will be
validly issued.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.
This opinion is as of the date hereof, and we undertake no obligation, and
expressly disclaim any obligation, to advise you of any change in the matters
set forth herein. Please note that the opinions expressed herein relate only to
the matters specifically set forth, and no opinion is implied or should be
inferred as to any other matters.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ David G. McLane
------------------------------
David G. McLane, Partner
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement 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
