UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
August 27, 2007
SWS GROUP, INC.
(Exact name of registrant as specified in charter)
| | | | |
| Delaware | | 0-19483 | | 75-2040825 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
1201 Elm Street, Suite 3500
Dallas, Texas 75270
(Address of principal executive offices and zip code)
(214) 859-1800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On August 23, 2007, the Board of Directors of SWS Group Inc., (“the Company”) unanimously approved the Amended and Restated Bylaws of the Company to be effective immediately. The Amended and Restated Bylaws include amendments to Article VII of the Company’s Bylaws to allow for the issuance and transfer of uncertificated shares and thereby enable the Company to comply with Section 501.00 of the NYSE’s listed company manual (the “Direct Registration Rule”). The Direct Registration Rule requires NYSE listed securities (such as the Company’s Common Stock) to be eligible for a direct registration program operated by a clearing agency registered under Section 17A of the Exchange Act on and after January 1, 2008.
A direct registration program allows for book-entry ownership of stock or other securities. Shares are owned, recorded and transferred electronically without issuance of physical stock certificates, which enables investors and broker-dealers to effect transactions without the risks and delays associated with transferring physical certificates.
Article VII of the Company’s Bylaws previously provided that each shareholder was entitled to a physical stock certificate. Article VII of the Bylaws for the Company now provides that shares of the company may be certificated or uncertificated. The other provisions of Article VII have been amended accordingly.
The above summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K. The full text of the Bylaws is incorporated herein by reference.
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| Exhibit | | 3.2 | | SWS Group, Inc. Restated By-Laws |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SWS GROUP, INC. |
| | |
| Date: August 27, 2007 | | By: | | /s/ Kenneth R. Hanks |
| | | | Kenneth R. Hanks |
| | | | Executive Vice President, Chief Financial Officer and Treasurer |
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