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Southwest Securities Group, Inc. Stock Purchase Plan have not been used prior to this date and such shares are hereby withdrawn from registration under this registration statement and are to be, along with the associated filing fee paid with the registration of those shares in the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. 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 - --------------- * Filed herewith. II-1 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 - ------------------------------ David Glatstein Director (Principal Executive Officer) * Chief Financial Officer and Treasurer - ------------------------------ Stacy M. Hodges (Principal Financial Officer) * Controller - ------------------------------ Laura Leventhal (Principal Accounting Officer) * Director and Chairman of the Board - ------------------------------ Don A. Buchholz Director - ------------------------------ Brodie L. Cobb * Director - ------------------------------ J. Jan Collmer /s/ R. Jan LeCroy Director - ------------------------------ R. Jan LeCroy Director - ------------------------------ Robert F. Gartland * Director - ------------------------------ Frederick R. Meyer II-2 Director - ------------------------------ Jon L. Mosle, Jr. *By: /s/ David Glatstein -------------------------- David Glatstein As Attorney-in-Fact II-3 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.