UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the Quarterly Period Ended June 30, 2010

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from                     to

Penson Worldwide, Inc.

Delaware		75-2896356
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1700 Pacific Avenue, Suite 1400
Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

(214) 765-1100
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

     Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one).

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ

     As of September 13, 2010, there were 28,319,001 shares of the registrant’s $.01 par value common stock outstanding.

 

 

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Penson Worldwide, Inc. for the quarter ended June 30, 2010, previously filed with the Securities and Exchange Commission on August 6, 2010 (the “Original Filing”). We are filing this Amendment to replace two documents filed as exhibits to our Original Filing. The replacement of Exhibits 10.3 and 10.5 include certain portions of the Exhibits that had previously been omitted (or “redacted”) pursuant to a request for confidential treatment. This amendment provides revised redacted versions of Exhibits 10.3 and 10.5. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are including with this Amendment certain currently dated certifications. No modification or update is otherwise made to any other disclosures in the Original Filing, nor does this Amendment reflect any events occurring after the date of the Original Filing.

Item 6. Exhibits

     The following exhibits are filed as a part of this report:

Exhibit
Numbers		Description
10.3†		Amendment, Assignment and Assumption Agreement, dated July 25, 2010, by and among SAI Holdings, Inc., Penson Financial Services, Inc., Broadridge Financial Solutions, Inc., Ridge Clearing & Outsourcing Solutions, Inc., Penson Worldwide, Inc., and other signatories thereto.
10.5†		Second Amended and Restated Credit Facility, among Penson Worldwide, Inc., SAI Holdings, Inc. and Penson Holdings, Inc., Regions Bank, as Administrative Agent, Swing Line Lender and Letter of Credit Issuer and the lenders party thereto and other parties thereto.
31.1		Certification by our principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification by our principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.

Date: September 16, 2010

Date: September 16, 2010

INDEX TO EXHIBITS

Exhibit
Numbers		Description
10.3†		Amendment, Assignment and Assumption Agreement, dated July 25, 2010, by and among SAI Holdings, Inc., Penson Financial Services, Inc., Broadridge Financial Solutions, Inc., Ridge Clearing & Outsourcing Solutions, Inc., Penson Worldwide, Inc., and other signatories thereto.
10.5†		Second Amended and Restated Credit Facility, among Penson Worldwide, Inc., SAI Holdings, Inc. and Penson Holdings, Inc., Regions Bank, as Administrative Agent, Swing Line Lender and Letter of Credit Issuer and the lenders party thereto and other parties thereto.
31.1		Certification by our principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification by our principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002