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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Penson Worldwide Inc
SEC Filings (Chronological Order)
이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.
| November 19, 2012 |
November 19, 2012 Via E-mail Mr. R. Bart McCain Executive Vice President, Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 9, 2011 File No. 1-32878 Dear Mr. McCain: We issued comments on the abo |
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| October 29, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on October 29, 2012 Registration No. 333-159996 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 PENSON WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 75-2896356 ( |
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| October 29, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on October 29, 2012 Registration No. 333-163191 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 PENSON WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 75-2896356 ( |
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| October 29, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on October 29, 2012 Registration No. 333-179881 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 PENSON WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 75-2896356 ( |
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| October 29, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on October 29, 2012 Registration No. 333-134374 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 PENSON WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 75-2896356 ( |
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| October 29, 2012 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on October 29, 2012 Registration No. 333-172086 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 PENSON WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 75-2896356 ( |
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| October 18, 2012 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32878 Penson Worldwide, Inc. (Exact name of registrant as specif |
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| October 5, 2012 |
FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32878 PENSON WORLDWIDE INC., The NASDAQ Global Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) |
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| September 26, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): September 26, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) 001-32878 Delaware 75-2896356 (Commission File Number) (State or Other Jurisdicti |
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| September 26, 2012 |
EX-99.1 2 d415403dex991.htm PRESS RELEASE DATED SEPTEMBER 26, 2012 OF PENSON WORLDWIDE, INC Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. to Voluntarily Delist from NASDAQ, Deregister with SEC DALLAS, TX, September 26, 2012 – The Penson Worldwide, Inc. (NASDAQ: PNSN) Board of Directors approved the volunt |
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| September 10, 2012 |
September 10, 2012 Via E-mail Mr. R. Bart McCain Executive Vice President, Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 9, 2011 File No. 1-32878 Dear Mr. McCain: We issued comments to you on |
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| September 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2012 ¨ 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 Pens |
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| August 24, 2012 |
Form 8-K 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): August 20, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32878 75-2896356 (Commis |
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| August 20, 2012 |
PNSN / Penson Worldwide Inc / HIGHLAND CAPITAL MANAGEMENT LP Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. |
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| August 14, 2012 |
EX-10.3 4 a103-234261811xpenxmyvmcc.htm MCCAIN EMPLOYMENT LETTER Exhibit 10.3 June 12, 2006 Mr. Bart McCain 3459 Henrietta Hartford Rd. Mt. Pleasant, SC 29466 Dear Bart, We are pleased to offer you employment with Penson Financial Services, Inc., under the following terms: 1. You will become Senior Vice President of Penson Financial Services, Inc. (“PFSI”) located in Dallas, Texas. Your title will |
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| August 14, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2012 ¨ 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 |
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| August 14, 2012 |
EX-10.2 3 a102-engelretentionincenti.htm ENGEL INCENTIVE RETENTION LETTER Exhibit 10.2 MEMORANDUM TO: Bryce B. Engel FROM: Bart McCain DATE: July 24, 2012 SUBJECT: Special Retention Incentive Program As you know, Penson Financial Services, Inc. (the “Company”) entered into various agreements with Apex Clearing Holdings LLC (“Apex Holdings”) on May 31, 2012, pursuant to which PFSI agreed to sell an |
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| August 14, 2012 |
Form 8-K 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): August 13, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 14, 2012 |
Exhibit 10.6 May 29, 2012 Knight Execution & Clearing Services LLC c/o Knight Capital Group, Inc. 545 Washington Boulevard Jersey City, NJ 07310 Re: Letter Amendment to the Asset Purchase Agreement (the "Agreement") made and entered into on the 28th day of May 2012, by and between Knight Execution & Clearing Services LLC, a Delaware limited liability company ("Buyer"), and Penson Financial Service |
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| August 14, 2012 |
Exhibit 10.9 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is made by and among Philip A. Pendergraft (“Executive”), Penson Worldwide, Inc., a Delaware corporation (“PWI”) and , Penson Financial Services, Inc. (“PFSI” and collectively with PWI, the “Company”), effective July 16, 2012. RECITALS A. Executive and PWI have entered into an Amended and Restated Employment Agreement da |
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| August 14, 2012 |
Exhibit 10.7 Transition Services Agreement THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 31, 2012, is entered into by and among Penson Financial Services, Inc., a North Carolina corporation (“Penson”), and Knight Execution & Clearing Services LLC, a Delaware limited liability company (“Knight”). Penson and Knight are each sometimes referred to herein as a “Party” and colle |
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| August 14, 2012 |
Exhibit 10.4 July 31, 2012 Mr. Bart McCain 6981 Kenwood Avenue Dallas, Texas 75214 Re: Amendment to Employment Letter Dear Bart This letter agreement (the “Amendment Agreement”) amends that certain employment letter between you and Penson Financial Services, Inc. (the “Company”) dated as of June 12, 2006 (the “Employment Letter”). You and the Company have agreed to amend the terms and conditions o |
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| August 14, 2012 |
AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT This Amendment (“Amendment”) to the Executive Employment Agreement (the “Employment Agreement”) dated February 2, 2012 by and between Penson Worldwide, Inc., a Delaware corporation (the “Company”) and Bryce B. Engel (“Executive”) is entered into by and among the Company, Penson Financial Services, Inc. (“PFSI”) and Executive effective as of |
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| August 14, 2012 |
Financial Industry Regulatory Authority Exhibit 10.8 Financial Industry Regulatory Authority May 15, 2012 Mr. Phil Pendergraft Penson Financial Services, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Dear Mr. Pendergraft: We have received your letter dated May 15, 2012 regarding a request to reduce net capital via an intercompany loan by Pension Financial Services Inc. ("PFSI") to Penson Worldwide Inc. ("PWI"). Further, PFSI wil |
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| August 14, 2012 |
Exhibit 10.5 Form of Retention Letter Memorandum TO: FROM: DATE: [ ], 2012 SUBJECT: Special Retention Incentive Program As you know, Penson Financial Services, Inc. (“PFSI”) entered into various agreements with Apex Clearing Holdings LLC (“Apex Holdings”) on May 31, 2012, pursuant to which PFSI agreed to sell and transfer the customer and correspondent accounts and related contractual rights under |
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| August 8, 2012 |
Form 8-K 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): August 3, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 27, 2012 |
Form 8-K 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): July 24, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commissi |
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| July 20, 2012 |
Form 8-K 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): July 16, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commissi |
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| July 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* PENSON WORLDWIDE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 709600100 (CUSIP Number) June 30, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is |
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| July 5, 2012 |
EX-99.1 2 d375287dex991.htm PRESS RELEASE Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Names Daniel P. Son Interim Chief Executive Officer DALLAS, TX, July 2, 2012 — Penson Worldwide, Inc. (NASDAQ: PNSN) announced today that Daniel P. Son, Co-Founder and Vice Chairman of the Board of Penson Worldwide, has been named int |
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| July 5, 2012 |
Form 8-K 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): July 2, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32878 75-2896356 (Commissio |
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| July 2, 2012 |
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| June 29, 2012 |
FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No.1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 001-32878 (Commission File Number) PENSON WORLDWIDE, INC. (Exa |
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| June 29, 2012 |
EX-10.45 2 d374539dex1045.htm THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.45 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGAUGE. THIRD AMENDMENT TO SECOND AMENDED AND RESTA |
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| June 11, 2012 |
EX-99.1 2 d365181dex991.htm UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On May 31 2012, Penson Financial Services, Inc. (“PFSI”), the U.S. broker-dealer subsidiary of Penson Worldwide, Inc. (the “Company”) completed the sale of certain assets of its futures clearing business to Knight Execution & Clea |
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| June 11, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K 1 d365181d8k.htm FORM 8-K 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): June 5, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Inco |
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| June 7, 2012 |
Credit Agreement Exhibit 10.6 CREDIT AGREEMENT dated as of June 5, 2012 between APEX CLEARING CORPORATION, as the Borrower and PENSON FINANCIAL SERVICES, INC., as the Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Defined Terms 1 Section 1.02. Terms Generally 3 ARTICLE II THE ADVANCES 3 Section 2.01. The Advances 3 Section 2.02. Requests for Advances 4 Section 2.03. Funding of |
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| June 7, 2012 |
Transition Services Agreement Exhibit 10.3 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 5, 2012, is entered into by and among Penson Financial Services, Inc., a North Carolina corporation and Nexa Technologies, Inc., a Delaware corporation (individually and collectively, “Penson”), and Apex Clearing Holdings LLC, a Delaware limited liability |
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| June 7, 2012 |
Penson Announces Closing of Transfer to Apex Clearing Press Release dated June 5, 2012 Exhibit 99.1 Final Penson Announces Closing of Transfer to Apex Clearing DALLAS, June 5, 2012 – Penson Worldwide, Inc. (NASDAQ: PNSN) announced the closing today of the transfer of the correspondent and customer accounts of Penson’s U.S. broker-dealer subsidiary, Penson Financial Services, Inc. (PFSI) to Apex Clearing Corporation in exchange for an approximately 94 |
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| June 7, 2012 |
Assignment and Assumption Agreement Exhibit 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT by and among PENSON FINANCIAL SERVICES, INC., APEX CLEARING HOLDINGS LLC and APEX CLEARING SOLUTIONS LLC Dated as of May 31, 2012 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.1. Definitions of Certain Defined Terms 1 Section 1.2. Interpretation 11 ARTICLE II. ASSIGNMENT AND ACCEPTANCE OF ACQUIRED ASSE |
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| June 7, 2012 |
EX-10.2 3 d362395dex102.htm LIMITED LIABILITY COMPANY AGREEMENT Exhibit 10.2 LIMITED LIABILITY COMPANY AGREEMENT OF APEX CLEARING HOLDINGS LLC A Delaware Limited Liability Company Dated as of May 31, 2012 THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER |
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| June 7, 2012 |
Indemnity and Support Agreement Exhibit 10.4 INDEMNITY & SUPPORT AGREEMENT THIS INDEMNITY & SUPPORT AGREEMENT (this “Agreement”) is made as of May 31, 2012, among Penson Worldwide, Inc., a Delaware corporation, Nexa Technologies, Inc., a Delaware corporation, and SAI Holdings, Inc., a Texas corporation (each individually referred to herein as an “Indemnitor” and collectively as the “Indemnitors”) |
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| June 7, 2012 |
TERMINATION AND MUTUAL RELEASE AGREEMENT Termination and Mutual Release Agreement Exhibit 10.5 TERMINATION AND MUTUAL RELEASE AGREEMENT This Termination and Mutual Release Agreement (this “Agreement”) is made and entered into as of the 5th day of June, 2012 (the “Effective Date”), by and among Broadridge Financial Solutions, Inc. (“Broadridge Financial”), Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”), Broadridge Financial Soluti |
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| June 7, 2012 |
Form 8-K 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): June 5, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32878 75-2896356 (Commissio |
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| June 6, 2012 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.1 3 d363659dex991.htm UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On May 31 2012, Penson Financial Services, Inc. (“PFSI”), the U.S. broker-dealer subsidiary of Penson Worldwide, Inc. (the “Company”) completed the sale of certain assets of its futures clearing business to Knight Execution & Clea |
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| June 6, 2012 |
EX-10.1 2 d363659dex101.htm ASSET PURCHASE AGREEMENT BETWEEN PFSI AND KNIGHT, DATED MAY 28, 2012 Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BETWEEN PENSON FINANCIAL SERVICES, INC. AND KNIGHT EXECUTION & CLEARING SERVICES LLC MAY 28, 2012 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 ARTICLE II ACQUIRED ASSETS; PURCHASE PRICE 7 Section 2.1 Purchase and Sale of Assets 7 Section 2.2 Assumptio |
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| June 6, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K Form 8-K 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): May 31, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 1, 2012 |
EX-99.1 2 d361916dex991.htm PRESS RELEASE Exhibit 99.1 PEAK6 and Penson Announce Formation of Apex Clearing Creates Well-Capitalized Entity with New Leadership to Provide Customer Stability DALLAS & CHICAGO, May 31, 2012 – Penson Worldwide, Inc. (NASDAQ: PNSN), and PEAK6 Investments, LP, today announced the formation of Apex Clearing Corporation. Under the terms of the agreement, Apex Clearing has |
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| June 1, 2012 |
8-K 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): May 31, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32878 75-2896356 (Commission Fil |
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| May 29, 2012 |
Form 8-K 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): May 28, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 29, 2012 |
EX-99.1 2 d359721dex991.htm PRESS RELEASE DATED MAY 29, 2012 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Sells Its Futures Division to Knight DALLAS, TX, May 29, 2012 – Penson Worldwide, Inc. (NASDAQ: PNSN) today announced that it has agreed to sell certain assets and liabilities of the futures division of its U.S. bro |
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| May 22, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 17, 2012 Penson Worldwide, Inc. |
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| May 21, 2012 |
Termination of a Material Definitive Agreement - FORM 8-K Form 8-K 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): May 15, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 16, 2012 |
Press Release, dated May 15, 2012 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Reports Advanced Strategic Discussions and 1Q12 Results DALLAS, TX, May 15, 2012 — Penson Worldwide, Inc. (NASDAQ: PNSN) reported today that it is actively engaged in advanced discussions regarding strategic transactions and will provide furt |
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| May 16, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): May 15, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction of incorporation) (Commi |
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| May 15, 2012 |
Offer letter between Penson Worldwide, Inc. and Michael Chochon as CFO Exhibit 10.1 March 2, 2012 Michael Chochon Via Email Dear Mike, On behalf of Penson Worldwide, Inc. (PWI), I am pleased to extend an offer of employment for the position of Executive Vice President and, upon completion of annual reporting for 2011 as you are notified by us, Chief Financial Officer for PWI and its broker dealer, |
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| May 15, 2012 |
Statement regarding computations of ratios of earnings to fixed charges Exhibit 12. |
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| May 15, 2012 |
SEVERANCE AND GENERAL RELEASE OF ALL CLAIMS AGREEMENT Severance and General Release of All Claims Agreement Exhibit 10.2 SEVERANCE AND GENERAL RELEASE OF ALL CLAIMS AGREEMENT This Severance and General Release of All Claims Agreement (“Agreement”) is entered into between Penson Worldwide, Inc. (“Company”), and Kevin W. McAleer (“Executive”), collectively referred to as the “Parties.” This Agreement is effective on the eighth day after Executive execu |
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| May 15, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2012 |
Form 12b-25 SEC File Number: 001-32878 CUSIP Number: 709600100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 7, 2012 |
Correspondence Letter NOTE: PORTIONS OF THIS LETTER ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. |
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| May 7, 2012 |
Form 8-K 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): May 1, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) (Commission |
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| April 27, 2012 |
April 27, 2012 Via Facsimile Mr. Michael Chochon Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2011 Filed March 15, 2012 File No. 1-32878 Dear Mr. Chochon: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with info |
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| April 26, 2012 |
Asset Purchase Agreement Exhibit 10.1 Execution Copy ASSET PURCHASE AGREEMENT AMONG PNK (SA), LLC, SAI HOLDINGS, INC., SAMCO CAPITAL MARKETS, INC., AND (Solely for the purpose of Section 2.3) PENSON WORLDWIDE, INC. DATED AS OF April 25, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF ASSETS AND INTERESTS 4 2.1 Purchase of SAI Property by PNK 4 2.2 Purchase of SA |
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| April 26, 2012 |
Form 8-K 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): April 25, 2012 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-32878 75-2896356 (Commiss |
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| April 13, 2012 |
April 13, 2012 Via Facsimile Mr. Michael Chochon Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 9, 2011 File No. 1-32878 Dear Mr. Chochon: We have read Penson Worldwide, Inc.’s (“the Company”) |
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| March 26, 2012 |
Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240. |
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| March 26, 2012 |
- NOTICE AND ACCESS LETTER REGARDING THE AVAILABILITY OF PROXY MATERIALS Notice and Access Letter Regarding the Availability of Proxy Materials SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240. |
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| March 23, 2012 |
Correspondence Letter CONFIDENTIAL FOIA CONFIDENTIAL TREATMENT REQUESTED BY PENSON WORLDWIDE, INC. |
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| March 21, 2012 |
Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 13, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction o |
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| March 21, 2012 |
Business Plan Financial Summary: Investor Information Exhibit 99.2 Exhibit A – Disclosure Schedule Business Plan Financial Summary: (US$ In Thousands) Fiscal Quarter Fiscal Year January Fiscal Quarter Fiscal Year 1Q11 2Q11 3Q11 4Q11 2011 2012 1Q12 2Q12 3Q12 4Q12 2012 2013 2014 2015 Model Net Revenue $ 82,309 $ 78,454 $ 72,270 $ 56,863 $ 289,896 $ 16,865 $ 55,621 $ 43,053 $ 44,053 $ 45,519 $ 188,245 $ 195,214 $ 223,728 $ 254,048 Y |
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| March 21, 2012 |
Press Release, dated March 13, 2012 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Announces Preliminary Agreement to Reduce Corporate Debt • Proposed transaction would speed Penson’s transition to a new, stronger capital structure • Company also announces 4Q11 results, including non-cash impairment of goodwill and deferr |
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| March 21, 2012 |
RESTRUCTURING SUPPORT AGREEMENT Form of Restructuring Support Agreement, dated March 13, 2012 Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, supplemented or otherwise modified as provided herein, the “RSA”), dated as of March 13, 2012, is by and between Penson Worldwide Inc. (the “Company”), a corporation duly organized and existing under the laws of the St |
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| March 21, 2012 |
Business Plan Financial Summary: Investor Information Exhibit 99.2 Exhibit A – Disclosure Schedule Business Plan Financial Summary: (US$ In Thousands) Fiscal Quarter Fiscal Year January Fiscal Quarter Fiscal Year 1Q11 2Q11 3Q11 4Q11 2011 2012 1Q12 2Q12 3Q12 4Q12 2012 2013 2014 2015 Model Net Revenue $ 82,309 $ 78,454 $ 72,270 $ 56,863 $ 289,896 $ 16,865 $ 55,621 $ 43,053 $ 44,053 $ 45,519 $ 188,245 $ 195,214 $ 223,728 $ 254,048 Y |
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| March 21, 2012 |
Copy of Presentation Exhibit 99.1 4Q11 Review Penson Worldwide, Inc. (NASDAQ: PNSN) 4Q11 Results & Strategic Initiatives Update Conference Call March 13, 2012 Page 1 of 18 Forward Looking Statements, Non-GAAP Financial Measures & Other Forward-Looking Statements Statements contained in this document that are not based on current or historical fact are forward-looking in nature. Such forward-lookin |
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| March 21, 2012 |
EX-99.1 2 d319812dex991.htm COPY OF PRESENTATION Exhibit 99.1 4Q11 Review Penson Worldwide, Inc. (NASDAQ: PNSN) 4Q11 Results & Strategic Initiatives Update Conference Call March 13, 2012 Page 1 of 18 Forward Looking Statements, Non-GAAP Financial Measures & Other Forward-Looking Statements Statements contained in this document that are not based on current or historical fact are forward-looking in |
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| March 21, 2012 |
RESTRUCTURING SUPPORT AGREEMENT Form of Restructuring Support Agreement, dated March 13, 2012 Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, supplemented or otherwise modified as provided herein, the “RSA”), dated as of March 13, 2012, is by and between Penson Worldwide Inc. (the “Company”), a corporation duly organized and existing under the laws of the St |
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| March 21, 2012 |
Form 8-K Amendment No.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 12, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other j |
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| March 21, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 13, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction o |
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| March 21, 2012 |
Form 8-K Amendment No.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 12, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other j |
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| March 21, 2012 |
Press Release, dated March 13, 2012 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Announces Preliminary Agreement to Reduce Corporate Debt • Proposed transaction would speed Penson’s transition to a new, stronger capital structure • Company also announces 4Q11 results, including non-cash impairment of goodwill and deferr |
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| March 15, 2012 |
AMENDED AND RESTATED SELLER NOTE Amended and Restated Seller Note, effective July 1, 2011 Exhibit 10.47 AMENDED AND RESTATED SELLER NOTE $20,578,155 Effective as of July 1, 2011 1. FOR VALUE RECEIVED, the undersigned, PENSON WORLDWIDE, INC., a Delaware corporation (the “Company” or “Issuer”), hereby promises to pay to the order of Broadridge Financial Solutions, Inc. (“Payee”) the principal amount of Twenty Million Five Hundred S |
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| March 15, 2012 |
SUBSIDIARIES OF PENSON WORLDWIDE, INC. List of Subsidiaries EXHIBIT 21.1 SUBSIDIARIES OF PENSON WORLDWIDE, INC. 1. SAI Holdings, Inc. (a Texas corporation) 2. Penson Financial Services, Inc. (a North Carolina corporation that is a subsidiary of SAI Holdings, Inc.) 3. Nexa Technologies, Inc. (a Delaware corporation that is a subsidiary of SAI Holdings, Inc.) 4. Penson Holdings, Inc. (a Delaware corporation that is a subsidiary of SAI Ho |
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| March 15, 2012 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2012 |
Amendment Agreement EXHIBIT 10.46 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is made and entered into as of the 11th day of |
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| March 15, 2012 |
Amendment to Amended and Restated Executive Employment Agreement Exhibit 10.20 February 2, 2012 Mr. Philip A. Pendergraft 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 Re: Amendment to Amended and Restated Employment Agreement Dear Phil: This letter agreement (the “Amendment Agreement”) amends that certain Amended and Restated Employment Agreement between Penson Worldwide, Inc. (the “Company |
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| March 15, 2012 |
Second Amendment to Employment Letter Agreement, Andrew Koslow Exhibit 10.11 Mr. Andrew B. Koslow Re: Second Amendment of Employment Letter Dear Andy: The employment letter agreement between you and Penson Worldwide, Inc. (“PWI”) dated as of August 26, 2002 (the “Employment Letter”) was amended on December 31, 2008 by letter agreement (the “Amendment Agreement”). This letter agreement (the “Second |
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| March 15, 2012 |
Third Amendment to the Second Amended and Restated Credit Agreement EXHIBIT 10.45 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGAUGE. THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS THIR |
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| March 15, 2012 |
SHARE PURCHASE AGREEMENT PERSHING GROUP, LLC PENSON WORLDWIDE, INC. November 22, 2011 Share Purchase Agreement by and between Pershing Group, LLC and the Company Exhibit 10. |
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| March 15, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT Executive Employment Agreement between the Company and Bryce B. Engel Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “EA”) is made and entered into this 2nd day of February, 2012, by and among Bryce Engel (the “Executive”), a resident of Texas, and Penson Worldwide, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company has promoted Executive to t |
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| March 15, 2012 |
Statement regarding computation of ratios Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Year ended December 31, 2011 2010 2009 2008 2007 Earnings: Income (loss) from continuing operations before income taxes $ (233,131 ) $ (20,431 ) $ 23,841 $ 28,839 $ 23,309 Fixed charges excluding interest from securities operations 43,722 33,310 12,535 5,911 5,193 Subtota |
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| March 15, 2012 |
EX-10.48 8 d268912dex1048.htm SEPARATION AGREEMENT, DATED JANUARY 31, 2012, BETWEEN C. WILLIAM YANCEY AND PFSI Exhibit 10.48 CONFIDENTIAL January 31, 2012 Mr. Bill Yancey 2701 Highgrove Court Colleyville, TX 76034 Via Personal Delivery Dear Bill: This letter proposes a separation agreement and general release (“Agreement”) between you and Penson Financial Services, Inc. (“Company”) relating to you |
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| March 14, 2012 |
Financial Statements and Exhibits, Other Events 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): March 13, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction of incorporation) (Commission F |
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| March 14, 2012 |
RESTRUCTURING SUPPORT AGREEMENT Restructuring Support Agreement, dated March 13, 2012 Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as may be amended, supplemented or otherwise modified as provided herein, the “RSA”), dated as of March 13, 2012, is by and between Penson Worldwide Inc. (the “Company”), a corporation duly organized and existing under the laws of the State of D |
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| March 14, 2012 |
Press Release, dated March 13, 2012 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Announces Preliminary Agreement to Reduce Corporate Debt • Proposed transaction would speed Penson’s transition to a new, stronger capital structure • Company also announces 4Q11 results, including non-cash impairment of goodwill and deferr |
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| March 14, 2012 |
Business Plan Financial Summary: Investor Information Exhibit 99.2 Exhibit A – Disclosure Schedule Business Plan Financial Summary: (US$ In Thousands) Fiscal Quarter Fiscal Year January Fiscal Quarter Fiscal Year 1Q11 2Q11 3Q11 4Q11 2011 2012 1Q12 2Q12 3Q12 4Q12 2012 2013 2014 2015 Model Net Revenue $ 82,309 $ 78,454 $ 72,270 $ 56,863 $ 289,896 $ 16,865 $ 55,621 $ 43,053 $ 44,053 $ 45,519 $ 188,245 $ 195,214 $ 223,728 $ 254,048 Y |
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| March 14, 2012 |
Copy of Presentation Exhibit 99.1 4Q11 Review Penson Worldwide, Inc. (NASDAQ: PNSN) 4Q11 Results & Strategic Initiatives Update Conference Call March 13, 2012 Page 1 of 18 Forward Looking Statements, Non-GAAP Financial Measures & Other Forward-Looking Statements Statements contained in this document that are not based on current or historical fact are forward-looking in nature. Such forward-lookin |
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| March 14, 2012 |
Form 8-K 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): March 12, 2012 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction of incorporation) (Com |
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| March 12, 2012 |
PNSN / Penson Worldwide Inc / Gray Joseph Kelly - SCHEDULE 13G AMENDMENT NO. 5 Passive Investment Schedule 13G Amendment No. 5 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5) PENSON WORLDWIDE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 709600 10 0 (C |
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| March 2, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on March 2, 2012 Registration No. |
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| February 22, 2012 |
begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"C$P(#`@;V)J#3P\+TQI;F5A7!E+UA2968O5ULQ(#(@,5T^/G-T#0IE;F1S M=')E86T-96YD;V)J#7-T87)T>')E9@T*,`T*)25%3T8-"B`@("`@("`@#0HR M,B`P(&]B:@T\/"]&:6QT97(O1FQA=&5$96-O9&4O22`X-"],(#8X+TQE;F=T M:"`V,B]3(#,X/CYS=')E86T-"FC>8F!@8&9@8.)G``*.BPRH@!&(61@X&I#% MF*&8@:&1@9N!@VU9`U2EF"Y41QM8%X/J3`B?D14@P`#,T@35#0IE;F1S=')E M86T-96YD;V)J#3$Q(#`@;V)J#3P\+TUE=&%D871A(#(@," |
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| February 17, 2012 |
Quarterly Report - FORM 10-Q AMENDMENT NO. 1 Form 10-Q Amendment No. 1 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 Commiss |
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| February 17, 2012 |
Second Amendment, dated August 4, 2011 Exhibit 10.1 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGAUGE. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDE |
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| February 14, 2012 |
PNSN / Penson Worldwide Inc / STATE OF WISCONSIN INVESTMENT BOARD Passive Investment 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* PENSON WORLDWIDE INC - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name of Issuer) Common Stock - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Title of Class of Securities) 709600100 |
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| February 14, 2012 |
PNSN / Penson Worldwide Inc / Engemoen Roger J JR - SCHEDULE 13G AMENDMENT NO. 5 Passive Investment Schedule 13G Amendment No. 5 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5) PENSON WORLDWIDE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 709600 10 0 (C |
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| February 10, 2012 |
February 10, 2012 Via Facsimile Mr. Kevin W. McAleer Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 9, 2011 File No. 1-32878 Dear Mr. McAleer: We have read your supplemental response letter da |
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| February 10, 2012 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 9, 2012 Penson Worldwide, Inc. |
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| February 10, 2012 |
Press Release Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Appoints Robert S. Basso as Independent Director DALLAS, TX, February 10, 2012 — The Board of Directors of Penson Worldwide, Inc. (NASDAQ: PNSN) announced the appointment of Robert S. Basso, 66, a highly experienced securities industry executive |
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| February 9, 2012 |
PNSN / Penson Worldwide Inc / PRICE T ROWE ASSOCIATES INC /MD/ - 12/31/2011 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* PENSON WORLDWIDE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 709600100 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedul |
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| February 3, 2012 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 31, 2012 Penson Worldwide, Inc. |
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| February 3, 2012 |
Severance Pay Plan Exhibit 10.1 2012 PENSON SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION Effective as of January 16, 2012 2012 PENSON SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION The 2012 Penson Severance Pay Plan as hereinafter set forth shall be effective with respect to Eligible Employees who incur a Termination of Employment on or after January 16, 2012 (the “Effective Date”) other than |
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| February 1, 2012 |
PNSN / Penson Worldwide Inc / HIGHLAND CAPITAL MANAGEMENT LP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Penson Worldwide, Inc. |
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| February 1, 2012 |
EX-99.1 2 v301018ex99-1.htm EXHIBIT 99-1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Penson Worldwide, Inc., and further agree |
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| December 21, 2011 |
Correspondence CONFIDENTIAL FOIA CONFIDENTIAL TREATMENT REQUESTED BY PENSON WORLDWIDE, INC. |
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| December 16, 2011 |
EX-99.1 2 d270173dex991.htm PRESS RELEASE, DATED DECEMBER 16, 2011 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Plans to Close UK Operation & Sell Certain UK Assets; Will Reduce Annual Losses $6-$7 Million DALLAS, TX & LONDON, December 16, 2011 – Penson Worldwide, Inc. (NASDAQ: PNSN) today announced plan |
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| December 16, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 16, 2011 Penson Worldwide, Inc. |
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| December 9, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 6, 2011 Penson Worldwide, Inc. |
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| November 30, 2011 |
Press Release Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Appoints Diane Schueneman as Independent Director DALLAS, TX, November 30, 2011—The Board of Directors of Penson Worldwide, Inc. (NASDAQ: PNSN) appointed Diane L. Schueneman, 59, as an independent Director effective yesterday to fill the vacancy |
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| November 30, 2011 |
Form 8-K 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): November 25, 2011 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction of incorporation) ( |
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| November 28, 2011 |
Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. to Sell Australian Operation to BNY Mellon’s Pershing Unit SYDNEY & DALLAS, November 28, 2011 – Penson Worldwide, Inc. (NASDAQ: PNSN) and BNY Mellon Company (NYSE: BK) announced today that they have signed a definitive agreement for the acquisition of Penson’s |
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| November 28, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d261706d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 22, 2011 Penson Worldwide, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-32878 75-2896356 (State or Other Jurisdiction of Incorporation) |
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| November 14, 2011 |
November 14, 2011 Via Facsimile Mr. Kevin W. McAleer Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 9, 2011 File No. 1-32878 Dear Mr. McAleer: We have read your supplemental response letter da |
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| November 10, 2011 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Penson Worldwide Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 709600100 (CUSIP Number) October 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| November 9, 2011 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Three Nine Months Months Ended Ended September 30, September 30, Year Ended December 31, (In thousands) 2011 2011 2010 2009 2008 2007 2006 Earnings: Income (loss) from continuing operations before income taxes $ (18,316 ) $ (69,302 ) $ (18,260 ) $ 34,293 $ 19,318 $ 40,129 $ 40,755 Fixed charges excluding |
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| November 9, 2011 |
exv10w1 Exhibit 10.1 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGAUGE. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
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| November 9, 2011 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 8, 2011 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson 3Q11 Results & Strategic Initiatives Update • Significant progress towards increasing capital, improving liquidity and reducing costs • Negotiations to sell Penson Australia and Penson UK actively moving forward • Penson Australia and Penson UK results now accounted f |
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| November 8, 2011 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 8, 2011 Penson Worldwide, Inc. |
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| October 13, 2011 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Expands Service Agreement with Broadridge Financial Solutions, Inc. DALLAS, TX, October 13, 2011 — Penson Worldwide, Inc. (NASDAQ: PNSN) announced today that it has entered into an expanded master services agreement (MSA) with Broadridge Financial Solutions, I |
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| October 13, 2011 |
CONFIDENTIAL FOIA CONFIDENTIAL TREATMENT REQUESTED BY PENSON WORLDWIDE, INC. OMITTED INFORMATION HAS BEEN FILED UNDER SEPARATE COVER WITH COMMISSION (REQUEST 10.12.2011) October 12, 2011 VIA EDGAR TRANSMISSION AND FACSIMILE Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Jonathan Wiggins RE: Penson Worldwide, Inc. Form 10-K for the |
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| October 13, 2011 |
e8vk 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): October 11, 2011 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32878 (Commission File |
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| September 9, 2011 |
September 9, 2011 Via Facsimile Mr. Kevin W. McAleer Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended June 30, 2011 Filed August 9, 2011 File No. 1-32878 Dear Mr. McAleer: We have read your supplemental response letter dated Aug |
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| September 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* PENSON WORLDWIDE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 709600100 (CUSIP Number) August 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule |
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| September 1, 2011 |
e8vk Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 1, 2011 Penson Worldwide, Inc. |
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| September 1, 2011 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Combines U.S. B-D and FCM into Single Entity Following Regulatory Approval DALLAS, TX, September 1, 2011 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced that following the receipt of all regulatory and exchange approvals, it has combined its U.S. broker-dealer |
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| August 9, 2011 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 9, 2011 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Three Six Months Months Ended Ended June 30, June 30, Year ended December 31, (In thousands) 2011 2011 2010 2009 2008 2007 2006 Earnings: Income (loss) from continuing operations before income taxes $ (48,659 ) $ (53,274 ) $ (29,216 ) $ 25,836 $ 16,649 $ 41,958 $ 37,578 Fixed charges excluding interest fr |
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| August 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION August 5, 2011 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Penson Worldwide, Inc. |
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| August 4, 2011 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com Exhibit 99.2 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Announces Strategic Initiatives to Reduce Costs & Debt, Increase Profitability & Capital DALLAS, TX, August 4, 2011 — In response to generally low trading volumes and continued low interest rates, Penson Worldwide, Inc. (NASDAQ: PNSN) today announced it has be |
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| August 4, 2011 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Reports Results for Second Quarter Ended June 30, 2011 DALLAS, TX, August 4, 2011 — Penson Worldwide, Inc. (NASDAQ: PNSN) announced results for the quarter ended June 30, 2011, including a substantial non-cash write down of nonaccrual receivables. Sepa |
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| August 4, 2011 |
corresp CONFIDENTIAL FOIA CONFIDENTIAL TREATMENT REQUESTED BY PENSON WORLDWIDE, INC. |
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| August 4, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 4, 2011 Penson Worldwide, Inc. |
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| July 15, 2011 |
e8vk 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): July 15, 2011 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32878 (Commission File Num |
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| July 1, 2011 |
July 1, 2011 Via Facsimile Mr. Philip A. Pendergraft Chief Executive Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2010 Filed March 4, 2011 Form 10-Q for the Period Ended March 31, 2011 Filed May 9, 2011 File No. 1-32878 Dear Mr. Pendergraft: We have reviewed your filings and have the following c |
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| May 12, 2011 |
Penson Worldwide, Inc. Says Market Activity Related to Non Accrual Receivables exv99w1 Exhibit 99.1 Penson Worldwide, Inc. Says Market Activity Related to Non Accrual Receivables Dallas, TX, May 12, 2011 — Penson Worldwide, Inc. (NASDAQ: PNSN) today said it believes that the recent declines in its stock price appear to be related to its recent Form 10-Q disclosure of a concentrated collateral position associated with Retama Development Corporation related receivables. The Co |
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| May 12, 2011 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 12, 2011 Penson Worldwide, Inc. |
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| May 9, 2011 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Three Months Ended March 31, Year ended December 31, 2011 2010 2009 2008 2007 2006 Earnings: Income from continuing operations before income taxes $ (4,615 ) $ (29,216 ) $ 25,836 $ 16,649 $ 41,958 $ 37,578 Fixed charges excluding interest from securities operations 10,438 33,310 12,535 5,911 5,193 4,420 S |
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| May 9, 2011 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 5, 2011 |
exv99w1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Reports Results for First Quarter Ended March 31, 2011 Dallas, TX, May 5, 2011 — Penson Worldwide, Inc. (NASDAQ: PNSN) today reported improved results for the first quarter ended March 31, 2011, with net revenues of $82.3 million increasing 3% from the fourth quart |
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| May 5, 2011 |
e8vk 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): May 5, 2011 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction of incorporation) (Commission |
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| May 3, 2011 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 28, 2011 Penson Worldwide, Inc. |
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| March 7, 2011 |
defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 7, 2011 |
def14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 4, 2011 |
SUBSIDIARIES OF PENSON WORLDWIDE, INC. exv21w1 EXHIBIT 21.1 SUBSIDIARIES OF PENSON WORLDWIDE, INC. 1. SAI Holdings, Inc. (a Texas corporation) 2. Penson Financial Services, Inc. (a North Carolina corporation that is a subsidiary of SAI Holdings, Inc.) 3. Nexa Technologies, Inc. (a Delaware corporation that is a subsidiary of SAI Holdings, Inc.) 4. Penson Holdings, Inc. (a Delaware corporation that is a subsidiary of SAI Holdings, Inc.) |
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| March 4, 2011 |
exv10w43 Exhibit 10.43 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
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| March 4, 2011 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Year Ended December 31, 2010 2009 2008 2007 2006 Earnings: Income (loss) from continuing operations before income taxes $ (29,216 ) $ 25,836 $ 16,649 $ 41,958 $ 37,578 Fixed charges excluding interest from securities operations 33,310 12,535 5,911 5,193 4,420 Subtotal 4,094 38,371 22,560 47,151 41,998 Int |
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| March 4, 2011 |
PENSON WORLDWIDE, INC. EXECUTIVE BONUS PLAN exv10w44 Exhibit 10.44 PENSON WORLDWIDE, INC. EXECUTIVE BONUS PLAN I. PURPOSE AND ADMINISTRATION OF THE PLAN The Penson Worldwide, Inc. Executive Bonus Plan (the “Plan”) is hereby established to promote the interests of the Corporation by creating an incentive program to (i) attract and retain employees, (ii) provide a link between compensation and performance and (iii) provide the opportunity for |
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| March 4, 2011 |
e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Penson Worldwide Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 709600100 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2011 |
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* PENSON WORLDWIDE INC - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name of Issuer) Common Stock - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Title of Class of Securities) 7096001 |
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| February 11, 2011 |
sc13gza SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 11, 2011 |
sc13gza SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 10, 2011 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 10, 2011 Penson Worldwide, Inc. |
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| February 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* PENSON WORLDWIDE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 709600100 (CUSIP Number) December 31, 2010 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedul |
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| February 10, 2011 |
exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Reports Results for Fourth Quarter Ended December 31, 2010 Dallas, TX, February 10, 2011 — Penson Worldwide, Inc. (NASDAQ: PNSN) today reported improved results for the fourth quarter ended December 31, 2010, with net revenues of $80.0 million increasi |
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| February 4, 2011 |
As filed with the Securities and Exchange Commission on February 4, 2011 sv8 As filed with the Securities and Exchange Commission on February 4, 2011 Registration No. |
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| November 9, 2010 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 9, 2010 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Three Nine Months Months Ended Ended September 30, September 30, Year ended December 31, (In thousands) 2010 2010 2009 2008 2007 2006 2005 Earnings: Income (loss) from continuing operations before income taxes $ (9,414 ) $ (16,643 ) $ 25,836 $ 16,649 $ 41,958 $ 37,578 $ 4,678 Fixed charges excluding inter |
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| November 9, 2010 |
exv10w2 Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of this 16th day of August, 2010, to be effective as of September 1, 2010, between Penson Worldwide, Inc. (“Company”) and Holland Consulting, LLC, a Texas limited liability company (“Consultant”). RECITALS: Whereas, the Company desires to engage Consultant in accordance with the terms of this Agree |
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| November 9, 2010 |
exv10w1 Exhibit 10.1 PENSON WORLDWIDE, INC. August 17, 2010 Mr. Daniel P. Son President Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 Via Personal Delivery Dear Dan: In recognition of your many contributions in creating one of the most successful global financial services firms, Penson and its employees wish to thank you for your many years of leadership. As you transi |
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| November 3, 2010 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 29, 2010 Penson Worldwide, Inc. |
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| November 1, 2010 |
exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Reports Results for Third Quarter Ended September 30, 2010 Dallas, TX, November 1, 2010 – Penson Worldwide, Inc. (NASDAQ: PNSN) today reported a net loss of $9.4 million, or ($0.33) per share, for the third quarter ended September 30, 2010, which inclu |
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| November 1, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 1, 2010 Penson Worldwide, Inc. |
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| October 29, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OCTOBER 29, 2010 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Penson Worldwide, Inc. |
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| September 16, 2010 |
exv10w3 Exhibit 10.3 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and ente |
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| September 16, 2010 |
exv10w5 Exhibit 10.5 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. SECOND AMENDED AND RESTATED CREDIT AGREEMENT among PENSON WORLDWIDE, INC., as the Borrower, REGIONS BANK, as Administrative Agent, Swi |
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| September 16, 2010 |
e10vqza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) 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 Commission file number. 001-32 |
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| August 20, 2010 |
exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Announces Retirement of Co-Founder Daniel P. Son; Will Continue as Director and Consultant DALLAS, TX, August 17, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced co-founder Daniel P. Son plans to retire as President effective as of the end |
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| August 20, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 17, 2010 Penson Worldwide, Inc. |
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| August 6, 2010 |
SELLER NOTE $20,578,155 June 25, 2010 exv10w4 Exhibit 10.4 SELLER NOTE $20,578,155 June 25, 2010 1. FOR VALUE RECEIVED, the undersigned, PENSON WORLDWIDE, INC., a Delaware corporation (the “Company” or “Issuer”), hereby promises to pay to the order of Broadridge Financial Solutions, Inc. (“Payee”) the principal amount of Twenty Million Five Hundred Seventy Eight One Hundred Fifty-Five Dollars $20,578,155 (the “Initial Amount”), subjec |
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| August 6, 2010 |
exv10w3 Exhibit 10.3 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and enter |
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| August 6, 2010 |
exv10w7 Exhibit 10.7 INTERCREDITOR AGREEMENT dated as of May 6, 2010, Between REGIONS BANK, as First Lien Collateral Agent, U.S. Bank National Association, as Second Lien Collateral Agent, PENSON WORLDWIDE, INC., as the Company, and the Subsidiary Grantors party hereto TABLE OF CONTENTS Section Page SECTION 1. Definitions 2 1.1 Defined Terms 2 1.2 Terms Generally 8 SECTION 2. Lien Priorities 8 2.1 |
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| August 6, 2010 |
exv10w5 Exhibit 10.5 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. SECOND AMENDED AND RESTATED CREDIT AGREEMENT among PENSON WORLDWIDE, INC., as the Borrower, REGIONS BANK, as Administrative Agent, Swi |
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| August 6, 2010 |
Amended and Restated Pledge Agreement exv10w6 Exhibit 10.6 Amended and Restated Pledge Agreement THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this agreement, together with all amendments and restatements and Joinders, this “Agreement”), dated as of May 6, 2010, is made by each of the signatories party hereto and each other Person who becomes a party hereto pursuant to Section 6.14 (including any permitted successors and assigns, collec |
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| August 6, 2010 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2010 |
exv10w8 Exhibit 10.8 Amended and Restated Guaranty THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this agreement, together with all amendments and restatements and Joinders, this “Guaranty Agreement”), dated as of May 6, 2010, is made by each of the signatories hereto and each other Person who becomes a party hereto pursuant to Section 23 (including any permitted successors and assigns, collectivel |
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| August 6, 2010 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Three Six Months Months Ended Ended June 30, June 30, Year ended December 31, (In thousands) 2010 2010 2009 2008 2007 2006 2005 Earnings: Income (loss) from continuing operations before income taxes $ (9,544 ) $ (9,320 ) $ 25,836 $ 16,649 $ 41,958 $ 37,578 $ 4,678 Fixed charges excluding interest from sec |
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| August 6, 2010 |
exv10w2 Exhibit 10.2 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is made and entered into as of the 25th day of June, 2010, a |
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| July 22, 2010 |
exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com DRAFT: WEDNESDAY, 21 JULY 2010, 5:30 PM CT PRESS RELEASE Penson Worldwide, Inc. Reports Results for Second Quarter Ended June 30, 2010 DALLAS, TX, July 22, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced net revenues of $71.1 million and a net loss of $7.4 million, or ($0.29) |
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| July 22, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 22, 2010 Penson Worldwide, Inc. |
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| July 9, 2010 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Penson Worldwide, Inc. (Name of issuer) Common Shares, par value $0.01 per share (Title of class of securities) 790600 10 0 (CUSIP number) June 25, 2010 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pur |
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| June 28, 2010 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Acquires Ridge Correspondent Contracts Becomes 2nd Largest U.S. Securities Clearing Firm by Correspondent Count DALLAS, TX, June 28, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) announced today that it has closed on its previously reported acquisition of substantially |
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| June 28, 2010 |
e8vk 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): June 25, 2010 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32878 (Commission File Num |
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| June 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION June 11, 2010 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Penson Worldwide, Inc. |
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| June 2, 2010 |
Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 27, 2010 Penson Worldwide, Inc. |
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| May 27, 2010 |
exv10w35 Exhibit 10.35 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. Broadridge Financial Solutions, Inc. 1981 Marcus Avenue TO BE PREPARED AND Lake Success, New York 11042 SIGNED IN DUPLICATE MASTER S |
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| May 27, 2010 |
exv10w37 Exhibit 10.37 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE Schedule A (Canada) SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE To The Master Services Agreement between BROADRIDGE FINAN |
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| May 27, 2010 |
e10vkza Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 27, 2010 |
exv10w36 EXHIBIT 10.36 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE Schedule A (United States) SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE To The Master Services Agreement between BROADRIDG |
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| May 7, 2010 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Three Months Ended March 31, Year Ended December 31, 2010 2009 2008 2007 2006 2005 Earnings: Income from continuing operations before income taxes $ 224 $ 25,836 $ 16,649 $ 41,958 $ 37,578 $ 4,678 Fixed charges excluding interest from securities operations 5,079 12,535 5,911 5,193 4,420 4,563 Subtotal 5,3 |
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| May 7, 2010 |
[FACE OF NOTE] PENSON WORLDWIDE, INC. exv4w2 EXHIBIT 4.2 [FACE OF NOTE] PENSON WORLDWIDE, INC. 12.50% Senior Second Lien Secured Notes due 2017 No. [CUSIP] No. $ Penson Worldwide, Inc., a Delaware corporation (the “Company,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to , or its registered assigns, the principal sum of DOLLARS ($ ) [or such other amount as indica |
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| May 7, 2010 |
exv4w1 Exhibit 4.1 Penson Worldwide, Inc. as Issuer and U.S. Bank National Association as Trustee and Collateral Agent Indenture Dated as of May 6, 2010 12.50% Senior Second Lien Secured Notes Due 2017 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Incorporation by Reference of Trust Indenture Act 23 Section 1.03. Rules of Cons |
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| May 7, 2010 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 7, 2010 |
e8vk 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): May 6, 2010 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction (Commission (I.R.S. Employer |
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| May 6, 2010 |
e8vk 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): May 6, 2010 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction (Commission (I.R.S. Employer |
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| May 6, 2010 |
exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Reports Results for First Quarter Ended March 31, 2010 EPS of $0.01 GAAP or $0.04 Excluding Transaction and Severance Expenses DALLAS, TX, May 6, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced results for the first quarter ended March 31, |
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| April 30, 2010 |
exv10w1 Exhibit 10.1 $200,000,000 PENSON WORLDWIDE, INC. 12.5% Senior Second Lien Secured Notes due 2017 Purchase Agreement April 29, 2010 J.P. Morgan Securities Inc. As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Penson Worldwide, Inc., a Delaware corporation (the “Co |
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| April 30, 2010 |
Penson Worldwide, Inc. Sells Senior Second Lien Secured Notes exv99w1 Exhibit 99.1 Penson Worldwide, Inc. Sells Senior Second Lien Secured Notes Dallas, TX, April 29, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced that it has sold $200 million aggregate principal amount of 12.5% senior second lien secured notes due May 15, 2017. The sale of the notes is expected to close on May 6, 2010. The Company intends to use the net proceeds from this offe |
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| April 30, 2010 |
e8vk 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): April 29, 2010 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction (Commission (I.R.S. Employ |
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| April 28, 2010 |
Opus Trading Fund LLC Schonfeld Securities, LLC Schonfeld Group Holdings LLC exv2w1 Exhibit 2.1 Opus Trading Fund LLC Schonfeld Securities, LLC Schonfeld Group Holdings LLC April 22, 2010 SAI Holdings, Inc. Penson Financial Services, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Gentlemen: Reference is made to that certain Asset Purchase Agreement between SAI Holdings, Inc. (“SAI”) and Schonfeld Securities LLC (“SSLLC”) dated as of November 20, 2006, as amended (th |
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| April 28, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 22, 2010 Penson Worldwide, Inc. |
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| April 20, 2010 |
Penson Worldwide, Inc. Plans Senior Second Lien Secured Notes Offering exv99w1 Exhibit 99.1 Penson Worldwide, Inc. Plans Senior Second Lien Secured Notes Offering Dallas, TX, April 20, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced that it is planning to offer approximately $200 million aggregate principal amount of senior second lien secured notes, subject to market and other customary conditions. The Company intends to use the net proceeds from this o |
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| April 20, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 20, 2010 Penson Worldwide, Inc. |
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| April 16, 2010 |
e8vk 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): April 16, 2010 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32878 (Commission File Nu |
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| April 12, 2010 |
def14a Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| April 12, 2010 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| April 7, 2010 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 1, 2010 Penson Worldwide, Inc. |
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| March 29, 2010 |
pre14a Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240. |
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| March 5, 2010 |
exv10w34 Exhibit 10.34 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. Broadridge Financial Solutions, Inc. 1981 Marcus Avenue Lake Success, New York 11042 TO BE PREPARED AND SIGNED IN DUPLICATE MASTER S |
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| March 5, 2010 |
exv10w36 Exhibit 10.36 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE Schedule A (Canada) SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE To The Master Services Agreement between BROADRIDGE FINAN |
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| March 5, 2010 |
exv10w35 EXHIBIT 10.35 NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE Schedule A (United States) SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE To The Master Services Agreement between BROADRIDG |
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| March 5, 2010 |
SUBSIDIARIES OF PENSON WORLDWIDE, INC. exv21w1 EXHIBIT 21.1 SUBSIDIARIES OF PENSON WORLDWIDE, INC. 1. SAI Holdings, Inc. (a Texas corporation) 2. Penson Financial Services, Inc. (a North Carolina corporation that is a subsidiary of SAI Holdings, Inc.) 3. Nexa Technologies, Inc. (a Delaware corporation that is a subsidiary of SAI Holdings, Inc.) 4. Penson Holdings, Inc. (a Delaware corporation that is a subsidiary of SAI Holdings, Inc.) |
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| March 5, 2010 |
e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 5, 2010 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Year ended December 31, 2009 2008 2007 2006 2005 Earnings: Income from continuing operations before income taxes $ 25,836 $ 16,649 $ 41,958 $ 37,578 $ 4,678 Fixed charges excluding interest from securities operations 12,535 5,911 5,193 4,420 4,563 Subtotal 38,371 22,560 47,151 41,998 9,241 Interest expens |
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| March 5, 2010 |
exv2w4 Exhibit 2.4 Execution Copy NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE. ASSET PURCHASE AGREEMENT dated as of NOVEMBER 2, 2009 among PENSON WORLDWIDE, INC., PENSON FINANCIAL SERVICES, INC., BROA |
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| February 22, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 16, 2010 Penson Worldwide, Inc. |
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| February 22, 2010 |
PENSON WORLDWIDE, INC. 2010 EXECUTIVE BONUS PLAN exv10w1 Exhibit 10.1 PENSON WORLDWIDE, INC. 2010 EXECUTIVE BONUS PLAN I. PURPOSE AND ADMINISTRATION OF THE PLAN The Penson Worldwide, Inc. 2010 Executive Bonus Plan (the “Plan”) is hereby established to promote the interests of the Corporation by creating an incentive program to (i) attract and retain employees, (ii) provide a link between compensation and performance and (iii) provide the opportu |
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| February 16, 2010 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Penson Worldwide Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 709600100 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 11, 2010 |
e8vk SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 11, 2010 Penson Worldwide, Inc. |
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| February 11, 2010 |
Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson Worldwide, Inc. Reports Results for Fourth Quarter and Year Ended December 31, 2009 4Q09 GAAP EPS of $0.17, Pro Forma EPS of $0.12 DALLAS, TX, February 11, 2010 — Penson Worldwide, Inc. (NASDAQ: PNSN) today announced results for the fourth quarter and year ended Decem |
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| February 11, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PENSON WORLDWIDE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 709600100 (CUSIP Number) December 31, 2009 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedul |
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| February 10, 2010 |
sc13gza Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 10, 2010 |
sc13gza SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| December 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 December 8, 2009 Andrew B. Koslow Executive Vice President and General Counsel Penson Worldwide, Inc. 1700 Pacific Ave. Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Registration Statement on Form S-3 File No. 333-163191 Filed on November 18, 2009 Dear Mr. Koslow: As you |
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| December 15, 2009 |
1700 Pacific Avenue, Suite 1400, Dallas, Texas 75201 corresp 1700 Pacific Avenue, Suite 1400, Dallas, Texas 75201 December 15, 2009 VIA EDGAR AND FACSIMILE NO. |
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| December 10, 2009 |
Mail Stop 3010 December 10, 2009 Mr. Kevin W. McAleer Executive Vice President and Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2008 Forms 10-Q for the Periods Ended March 31 and June 30, 2009 Schedule 14A filed April 8, 2009 File No. 1-32878 Dear Mr. McAleer: We have completed o |
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| November 25, 2009 |
corresp November 25, 2009 VIA EDGAR TRANSMISSION AND FACSIMILE Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D. |
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| November 18, 2009 |
As filed with the Securities and Exchange Commission on November 18, 2009 sv3 Table of Contents As filed with the Securities and Exchange Commission on November 18, 2009 Registration Statement No. |
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| November 18, 2009 |
PENSON WORLDWIDE, INC. Dated as of ___, 20___ Subordinated Debt Securities exv4w12 EX-4.12 PENSON WORLDWIDE, INC. and [TRUSTEE], Trustee INDENTURE Dated as of , 20 Subordinated Debt Securities PENSON WORLDWIDE, INC. Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section § 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 6.09 (b) 6 |
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| November 18, 2009 |
exv12w1 Exhibit 12.1 STATEMENTS REGARDING COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES Year ended December 31, Nine months ended Sept. 30, 2009 2008 2007 2006 2005 2004 Earnings: Income from continuing operations before income taxes $ 18,945 $ 16,649 $ 41,958 $ 37,578 $ 4,678 $ 8,182 Fixed charges excluding interest from securities operations 8,824 7,610 6,773 5,355 4,831 3,787 Subtotal 27, |
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| November 18, 2009 |
PENSON WORLDWIDE, INC. Dated as of ____________ __, 20___ Senior Debt Securities exv4w10 EX-4.10 PENSON WORLDWIDE, INC. and [TRUSTEE], Trustee INDENTURE Dated as of , 20 Senior Debt Securities PENSON WORLDWIDE, INC. Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section § 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 6.09 (b) 6.07 6. |
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| November 17, 2009 |
Mail Stop 3010 November 17, 2009 Mr. Kevin W. McAleer Executive Vice President and Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2008 Forms 10-Q for the Periods Ended March 31 and June 30, 2009 Schedule 14A filed April 8, 2009 File No. 1-32878 Dear Mr. McAleer: We have read your s |
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| November 6, 2009 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 6, 2009 |
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT exv10w1 Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 22, 2009, is by and among PENSON WORLDWIDE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), REGIONS BANK, as Admin |
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| November 3, 2009 |
Table of Contents 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): November 2, 2009 Penson Worldwide, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-32878 75-2896356 (State or other jurisdiction of incorpor |
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| November 3, 2009 |
Penson Reports Results for 3rd Quarter Ended Sept. 30, 2009 exv99w1 Exhibit 99.1 Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, Texas 75201 www.penson.com PRESS RELEASE Penson to Acquire Ridge Clearing Contracts from Broadridge; Enters into Outsourcing Arrangement with Broadridge for Technology Services and Selected Processing Functions; Both Companies to Offer Each Other’s Services Penson Will Become No. 2 Clearer in US by Correspondent Co |
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| September 25, 2009 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 22, 2009 Penson Worldwide, Inc. |
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| September 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION September 16, 2009 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Penson Worldwide, Inc. |
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| August 27, 2009 |
August 27, 2009 VIA EDGAR TRANSMISSION AND FACSIMILE Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D. |
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| August 24, 2009 |
Mail Stop 3010 August 18, 2009 Mr. Kevin W. McAleer Executive Vice President and Chief Financial Officer Penson Worldwide, Inc. 1700 Pacific Avenue, Suite 1400 Dallas, TX 75201 Re: Penson Worldwide, Inc. Form 10-K for the Year Ended December 31, 2008 Forms 10-Q for the Periods Ended March 31 and June 30, 2009 Schedule 14A filed April 8, 2009 File No. 1-32878 Dear Mr. McAleer: We have reviewed your |
