Attached files

file filename
EX-32.1 - SECTION 906 CEO CERTIFICATION - PENSON WORLDWIDE INCd303749dex321.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - PENSON WORLDWIDE INCd303749dex311.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - PENSON WORLDWIDE INCd303749dex312.htm
EX-10.1 - SECOND AMENDMENT, DATED AUGUST 4, 2011 - PENSON WORLDWIDE INCd303749dex101.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - PENSON WORLDWIDE INCd303749dex322.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q/A

(Amendment No. 1)

 

 

 

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

For the Quarterly Period Ended September 30, 2011

 

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

For the transition period from                     to                    

Commission file number. 001-32878

 

 

Penson Worldwide, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   75-2896356

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

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  x    No  ¨

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  x    No  ¨

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).

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨      Smaller Reporting Company   ¨

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

As of February 14, 2012, there were 27,976,815 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 ending September 30, 2011, previously filed with the Securities and Exchange Commission on November 9, 2011(the “Original Filing”). We are filing this Amendment to replace an exhibit filed with the Original Filing. The replacement Exhibit 10.1 includes certain portions of Exhibit 10.1 that had previously been omitted (or “redacted”) pursuant to a request for confidential treatment. This Amendment provides a revised Exhibit 10.1. 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

      
10.1†    Second Amendment, dated August 4, 2011, to Second Amended and Restated Credit Facility, dated May 6, 2010, with Regions Bank as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, the lenders party thereto and the other parties thereto.      (1
31.1    Rule 13a-14(a) Certification by our principal executive officer      (1
31.2    Rule 13a-14(a) Certification by our principal financial officer      (1
32.1    Section 1350 Certification by our principal executive officer      (1
32.2    Section 1350 Certification by our principal financial officer      (1

 

(1) Filed herewith.
Confidential treatment has been requested for certain information contained in this document. Such information has been omitted and filed separately with the Securities and Exchange Commission.


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.

 

      PENSON WORLDWIDE, INC.
          /s/ Philip A. Pendergraft
     

 

      Philip A. Pendergraft
      Chief Executive Officer
      and principal executive officer

Date: February 17, 2012

     
          /s/ Kevin W. McAleer
     

 

      Kevin W. McAleer
      Executive Vice President, Chief Financial Officer
      and principal financial and accounting officer

Date: February 17, 2012

     


INDEX TO EXHIBITS

 

Exhibit
Numbers

  

Description

      
10.1†    Second Amendment, dated August 4, 2011, to Second Amended and Restated Credit Facility, dated May 6, 2010, with Regions Bank as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, the lenders party thereto and the other parties thereto.      (1
31.1    Rule 13a-14(a) Certification by our principal executive officer      (1
31.2    Rule 13a-14(a) Certification by our principal financial officer      (1
32.1    Section 1350 Certification by our principal executive officer      (1
32.2    Section 1350 Certification by our principal financial officer      (1

 

(1) Filed herewith.
Confidential treatment has been requested for certain information contained in this document. Such information has been omitted and filed separately with the Securities and Exchange Commission.