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EX-3.2 - EX-3.2 - Hilltop Securities Holdings LLCd683633dex32.htm

 

 

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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