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) February 27, 2014
SWS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-19483 | 75-2040825 | ||
(State or other jurisdiction of incorporation) | (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 February 27, 2014, the Board of Directors of SWS Group, Inc. (“SWS”) adopted and approved amendments to the Company’s By-Laws, effective immediately. These amendments did not require stockholder approval.
The amendments to the By-Laws revise certain of the provisions relating to indemnification and advancement of expenses set forth in Article VI.
The description set forth above regarding the amendments to the Company’s By-Laws is qualified in its entirety by reference to the full text of the Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01(d). Exhibits.
| 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.
| SWS GROUP, INC. | ||||||||
| Date: February 28, 2014 | By: | /s/ J. Michael Edge | ||||||
| J. Michael Edge | ||||||||
| Chief Financial Officer | ||||||||
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EXHIBIT INDEX
Exhibit No. | Description | |
| Exhibit 3.2 | SWS Group, Inc. Restated By-Laws. | |
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