S-3MEF

As filed with the Securities and Exchange Commission on December 6, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SWS Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	6211	75-2040825
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1201 Elm Street, Suite 3500

Dallas, TX 75270

(214) 859-1800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Allen R. Tubb, Esq.

Vice President, General Counsel and Secretary

1201 Elm Street, Suite 3500

Dallas, TX 75270

(214) 859-1800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Darrel A. Rice, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, TX 75219

(214) 651-5969

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x File No. 333-162537

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Senior Debt Securities	—	—
Subordinated Debt Securities	—	—
Common Stock	—	—
Preferred Stock	—	—
Warrants	—	—
Total	$18,499,997(2)(3)	$1320(4)

(1) There is being registered hereunder such indeterminate number or amount of senior and subordinated debt securities, shares of common stock, shares of preferred stock and warrants as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

(2) Represents only the additional amount of securities being registered. Does not include the securities with a proposed maximum aggregate offering price of $150,000,000 previously registered by the registrant on the registration statement on Form S-3 (File No. 333-162537), as amended, which was declared effective by the Securities and Exchange Commission on November 10, 2009. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”). The maximum aggregate public offering price of the senior and subordinated debt securities, shares of common stock, shares of preferred stock and warrants registered hereby will not exceed $18,499,997.

(3) In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the $92,499,988 of securities available for issuance under the registration statement on Form S-3 (File No. 333-162537), as amended, is hereby registered.

(4) Calculated pursuant to Rule 457(o) under the Securities Act and exclusive of accrued interest, distributions and dividends, if any. Represents the registration fee only for the additional number of securities being registered. The registrant previously registered securities pursuant to a registration statement on Form S-3 (File No. 333-162537), as amended, for which a fee of $8,370 was paid.

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND

INCORPORATION OF INITIAL REGISTRATION STATEMENT BY REFERENCE

This registration statement is being filed by SWS Group, Inc. (the “Company”) pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended. This registration statement relates to the registration of an aggregate amount of $150,000,000 of securities by the Company pursuant to a registration statement on Form S-3 (File No. 333-162537), as amended (the “Initial Registration Statement”), declared effective by the Securities and Exchange Commission (the “SEC”) on November 10, 2009. This registration statement is being filed solely to register an additional aggregate amount of $18,499,997 of securities of the Company pursuant to Rule 462(b). This amount is 20% of the remaining $92,499,988 of securities available for issuance under the Initial Registration Statement.

Pursuant to Instruction IV.A to Form S-3, the Company hereby incorporates by reference into this registration statement the contents of the Initial Registration Statement, as amended, including each of the documents filed by the Company with the SEC and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The Initial Registration Statement continues and remains effective as to the securities registered thereunder. The required opinions and consents are listed on the exhibit index hereto and filed herewith.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

The following documents are filed herewith (unless otherwise indicated) and made a part of this registration statement.

Exhibit No.	Exhibit Description
5.1	Opinion of Haynes and Boone, LLP
23.1	Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP
24.1	Power of Attorney (included in signature page)

SIGNATURES

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 2, 2010.

SWS GROUP, INC.
By:	/S/    JAMES H. ROSS
	James H. Ross
	Director and Chief Executive Officer

Power of Attorney

Each person whose signature appears below hereby appoints each of James H. Ross and Stacy M. Hodges, severally, acting alone and without the other, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement on Form S-3, and to file the same with the SEC, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the SEC in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES H. ROSS	Director and Chief Executive Officer	December 2, 2010
James H. Ross	(Principal Executive Officer)
/S/    STACY M. HODGES	Executive Vice President and Chief Financial Officer	December 2, 2010
Stacy M. Hodges	(Principal Financial Officer and Principal Accounting Officer)
/S/    DON A. BUCHHOLZ	Chairman of the Board of Directors	December 2, 2010
Don A. Buchholz
/S/    ROBERT A. BUCHHOLZ	Director	December 2, 2010
Robert A. Buchholz
/S/    LARRY A. JOBE	Director	December 2, 2010
Larry A. Jobe
/S/    FREDERICK R. MEYER	Director	December 2, 2010
Frederick R. Meyer
/S/    JOEL T. WILLIAMS III	Director	December 2, 2010
Joel T. Williams III

EXHIBIT INDEX

Exhibit No.	Exhibit Description
5.1*	Opinion of Haynes and Boone, LLP
23.1	Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
23.2*	Consent of Grant Thornton LLP
24.1	Power of Attorney (included in signature page)

* Filed herewith.

EX-5.1

Exhibit 5.1

December 6, 2010

SWS Group, Inc.

1201 Elm Street

Suite 3500

Dallas, Texas 75270

Re: SWS Group, Inc. Shelf Registration Statement filed on Form S-3

Ladies and Gentlemen:

We have acted as counsel to SWS Group, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement (the “Additional Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Additional Registration Statement relates to the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (i) unsecured debt securities of the Company, which may be either senior or subordinated and may be issued in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”); (ii) shares of common stock, $0.10 par value, of the Company (the “Common Stock”), (iii) shares of preferred stock, $1.00 par value, of the Company (the “Preferred Stock”); and (iv) warrants for the purchase of Common Stock, Preferred Stock, or Debt Securities (the “Warrants,” and together with the Debt Securities, the Common Stock and the Preferred Stock, the “Securities”) that may be issued and sold by the Company from time to time in the maximum aggregate offering price of $18,499,997. The Securities will be offered in amounts, at prices, and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements to the prospectus (each a “Prospectus Supplement”) contained in the Registration Statement.

The Additional Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act with respect to the Company’s Registration Statement on Form S-3 (File No. 333-162537) (the “Shelf Registration Statement,” and collectively with the Additional Registration Statement, the “Registration Statement”), to register additional Securities in an amount and at a price that represents no more than 20% of the amount of the maximum aggregate offering price set forth in the Shelf Registration that remains available for issuance. In connection with the Additional Registration Statement, certain legal matters in connection with the Securities are being passed upon for you by us.

In our capacity as your counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated as of the date hereof; (ii) certain resolutions of the

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board of directors of the Company related to the filing of the Registration Statement, the offering of the Securities, and related matters; (iii) the Registration Statement and all exhibits thereto; (iv) the specimen Common Stock certificate; (v) the forms of senior debt indenture and subordinated debt indenture (the “Indentures”) filed as exhibits to the Registration Statement; and (vi) such other certificates, statutes, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

In making the foregoing examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents submitted to us as certified or photostatic copies thereof and the authenticity of the originals of such latter documents.

As to various questions of fact material to the opinions expressed below, we have, without independent third party verification of their accuracy, relied in part, and to the extent we deemed reasonably necessary or appropriate, upon the representations and warranties of the Company contained in such documents, records, certificates, instruments or representations furnished or made available to us by the Company.

In connection with this opinion, we have assumed that (i) the Company will continue to be incorporated and in existence and good standing under the General Corporation Law of the State of Delaware (the “DGCL”); (ii) the Registration Statement and any amendments thereto remain effective and any post-effective amendments will have become effective; (iii) a Prospectus Supplement under Rule 424(b)(5) of the Securities Act will have been prepared and filed with the Securities and Exchange Commission (the “Commission”) properly describing the Securities offered thereby; (iv) no stop order of the Commission preventing or suspending the use of the prospectus contained in the Registration Statement or any Prospectus Supplement will have been issued; (v) the prospectus contained in the Registration Statement and any required Prospectus Supplement will have been delivered to the purchaser of the Securities as required in accordance with applicable law; (vi) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (vii) any securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly and validly authorized and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; (viii) at the time of any offering or sale of any shares of Common Stock or Preferred Stock, the Company will have such number of shares of Common Stock or Preferred Stock, as set forth in such offering or sale, authorized, created and available for issuance; (ix) any applicable Indenture and Indenture supplement entered into in connection with the issuance of Debt Securities will comply with applicable law and be enforceable in all respects in accordance with its terms; (x) in connection with the sale of Warrants, any required warrant

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agreement will have been executed and delivered by all applicable parties and will be enforceable in all respects in accordance with its terms; and (xi) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto and will be enforceable obligations of the parties thereto.

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

1. When (a) the Warrants have been duly executed and delivered (including, without limitation, the adoption by the Board of Directors (or a committee thereof) of the Company of a resolution duly authorizing the issuance and delivery of the Warrants), and issued and sold in the form and in the manner contemplated in the Registration Statement and the related Prospectus Supplement(s); (b) the terms of the Warrants as executed and delivered are as described in the Registration Statement and the related Prospectus Supplement(s); and (c) the Warrants have been duly executed and authenticated in accordance with the applicable warrant agreement and issued and sold as contemplated in the Registration Statement and the related Prospectus Supplement(s), the Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. Upon (a) due adoption by the Board of Directors (or a committee thereof) of the Company of a resolution to duly establish a series of Preferred Stock in accordance with the terms of the Certificate of Incorporation and applicable law; (b) filing by the Company of a certificate of designations with the Secretary of State of the State of Delaware in accordance with and as required by applicable law; (c) due adoption by the Board of Directors (or a committee thereof) of the Company of a resolution duly authorizing the issuance and delivery of Preferred Stock in form and content as required by applicable law; and (d) issuance and delivery of, and payment for, such shares in the manner contemplated by the Registration Statement and the related Prospectus Supplement(s) and by such resolution, such shares of such series of Preferred Stock (including any Preferred Stock duly issued (i) upon the exchange or conversion of Debt Securities that are exchangeable or convertible into Preferred Stock or (ii) upon the exercise of Warrants exercisable for Preferred Stock) will be validly issued, fully paid and nonassessable.

3. Upon adoption by the Board of Directors of the Company of a resolution in form and content as required by applicable law approving the issuance and the terms of the offering and sale of shares of Common Stock and upon issuance and delivery of and payment for such shares in the manner contemplated by the Registration Statement and the related Prospectus Supplement(s) and by such resolution, such shares of Common Stock (including any Common Stock duly issued (i) upon the exchange or conversion of any shares of Preferred Stock that are

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exchangeable or convertible into Common Stock, (ii) upon the exercise of any Warrants exercisable for Common Stock or (iii) upon the exchange or conversion of Debt Securities that are exchangeable or convertible into Common Stock) will be validly issued, fully paid and nonassessable.

4. When (a) the Debt Securities have been duly established by the applicable Indentures (including, without limitation, the adoption by the Board of Directors (or a committee thereof) of the Company of a resolution duly authorizing the issuance and delivery of the Debt Securities) duly authenticated by the trustee and duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms and provisions of the applicable Indenture and Indenture supplement (if any) and as contemplated by the Registration Statement and the related Prospectus Supplement(s); (b) the applicable Indenture and Indenture supplement (if any) relating either to senior Debt Securities or subordinated Debt Securities has been duly qualified under the Trust Indenture Act of 1939, as amended; (c) the trustee under the senior debt Indenture and Indenture supplement (if any) or the subordinated debt Indenture and Indenture supplement (if any), as applicable, is qualified to act as trustee under such senior debt Indenture or subordinated debt Indenture, as applicable; (d) the applicable Indenture and Indenture supplement (if any) have been duly executed and delivered by the Company and the trustee thereunder becoming enforceable obligations of the parties thereto; (e) any shares of Common Stock and/or Preferred Stock issuable upon the conversion of such Debt Securities, if applicable, have been duly and validly authorized for issuance; and (f) such Debt Securities have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement and the related Prospectus Supplement(s), such Debt Securities will constitute valid and legally binding obligations of the Company.

The opinions set forth above are subject to the following qualifications and exceptions:

(a) The above opinions are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors’ rights, (ii) provisions of applicable law pertaining to the voidability of preferential or fraudulent transfers and conveyances and (iii) the fact that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) The above opinions are subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

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(c) In rendering the opinions set forth above, we have assumed that, at the time of the authentication and delivery of a series of Securities, (i) the resolutions of the Board of Directors referred to above will not have been modified or rescinded; (ii) there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of the Securities; (iii) the Registration Statement will continue to be effective; (iv) none of the particular terms of a series of Securities will violate any applicable law; and (v) neither the issuance and sale thereof nor the compliance by the Company with the terms thereof will result in a violation of any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.

The opinions expressed herein are limited to the federal laws of the United States of America, and, to the extent relevant to the opinions expressed herein, (i) the DGCL and applicable provisions of the Delaware Constitution, in each case as currently in effect, and judicial decisions reported as of the date hereof and interpreting the DGCL and such provisions of the Delaware Constitution; (ii) the laws of the State of New York; and (iii) the laws of the State of Texas.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Additional Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus forming a part of the Additional Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Haynes and Boone, LLP

HAYNES AND BOONE, LLP

EX-23.2

Exhibit 23.2 – Consent of Independent Registered Public Accounting Firm

We have issued our reports dated August 31, 2010, with respect to the consolidated financial statements, schedule and internal control over financial reporting of SWS Group, Inc. incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended June 25, 2010 in the Registration Statement on Form S-3, as amended (File No. 333-162537, effective November 10, 2009), which are incorporated by reference in this Registration Statement on Form S-3MEF. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts” in the prospectus incorporated by reference in this Registration Statement.

/s/ GRANT THORNTON LLP

December 6, 2010

Dallas, Texas