- Amended Annual Report (10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008.

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: 000-51730

Thomas Weisel Partners Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-3550472
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Montgomery Street

San Francisco, California 94104

(415) 364-2500

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

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Annual Report on Form 10-K or any amendment to this Annual Report on Form 10-K. þ

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

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o

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

The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrants’ common stock on June 30, 2008 as reported on The NASDAQ Stock Market, Inc. was $149,040,844.

As of March 13, 2009 there were 30,789,415 shares of the registrant’s common stock outstanding, including 6,639,478 shares of TWP Acquisition Company (Canada), Inc., a wholly-owned subsidiary of the registrant. Each exchangeable share is exchangeable at any time into common stock of the registrant on a one-for-one basis, entitles the holder to dividend and other rights economically equivalent to those of the common stock, and through a voting trust, votes at meetings of stockholders of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrants’ Annual Meeting of Shareholders to be held on May 20, 2009 have been incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS
			Page


EXPLANATORY NOTE			1
SIGNATURES			S-1
EXHIBIT INDEX			E-1

- i -

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Thomas Weisel Partners Group, Inc. Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 16, 2009 (the “2008 Annual Report”), is being filed solely for the purpose of including Exhibits 10.21, 10.22 and 10.23, which were inadvertently omitted from or misnumbered on the Exhibit List under Item 15(a)4 of Part IV of the 2008 Annual Report. This Amendment No.1 does not otherwise update any information as originally filed and does not otherwise reflect events occurring after the original filing date of our 2008 Annual Report.

- 1 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THOMAS WEISEL PARTNERS GROUP, INC.

By: _/s/ Shaugn S. Stanley______________________

Name: Shaugn S. Stanley

Title: Chief Financial Officer

Date: March 17, 2009

S-1

EXHIBIT INDEX

Incorporated by Reference

Exhibit

File

Date of

Exhibit

Filed

Number

Exhibit Description

Form

Number

First Filing

Number

Herewith

2.1

Plan of Reorganization and Merger Agreement, dated as of October 14, 2005, by and among Thomas Weisel Partners Group LLC, Thomas Weisel Partners Group, Inc. and TWPG Merger Sub LLC

S-1/A

333-129108

12/13/2005

2.1

2.2

Agreement and Plan of Merger between Thomas Weisel Partners Group, Inc. and Thomas Weisel Partners Group LLC

10-K

000-51730

3/29/2006

2.2

2.3

Arrangement Agreement dated as of December 31, 2007 by and among Thomas Weisel Partners Group, Inc., TWP Acquisition Company (Canada), Inc., Westwind Capital Corporation, and Lionel Conacher, as Shareholders’ Representative

8-K

000-51730

10/1/2007

2.1

3.1

Certificate of Incorporation

S-1

333-129108

10/19/2005

3.1

3.2

By-Laws

S-1

333-129108

10/19/2005

3.2

3.3

Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock of Thomas Weisel Partners Group, Inc.

8-K

000-51730

1/1/2008

3.3

4.1

Form of Common Stock Certificate

10-K

000-51730

3/29/2006

4.1

4.2

Registration Rights Agreement

10-K

000-51730

3/29/2006

4.2

4.3

Warrant

10-K

000-51730

3/29/2006

4.3

10.1

Partners’ Equity Agreement

10-K

000-51730

3/29/2006

10.1

10.2+

Form of Employment Agreement

S-1/A

333-129108

1/17/2006

10.2

10.3

Form of Pledge Agreement

S-1/A

333-129108

1/17/2006

10.3

10.4+

Equity Incentive Plan

S-1/A

333-129108

2/1/2006

10.4

10.5+

Amended and Restated Equity Incentive Plan

10-Q

000-51730

8/10/2007

10.1

10.6+

Second Amended and Restated Thomas Weisel Partners Group, Inc. Equity Incentive Plan

10-Q

000-51730

8/8/2008

10.1

10.7+

Third Amended and Restated Thomas Weisel Partners Group, Inc. Equity Incentive Plan

10-K

000-51730

3/16/09

10.7

10.8

Form of Indemnification Agreement

S-1/A

333-129108

1/17/2006

10.5

10.9

Form of Tax Indemnification Agreement

S-1/A

333-129108

1/17/2006

10.6

10.10+

Thomas Weisel Partners Group, Inc. Bonus Plan

S-1/A

333-129108

2/1/2006

10.16

10.11+

Form of Restricted Stock Unit Award Agreement

S-1/A

333-129108

2/1/2006

10.17

10.12+

Form of Restricted Stock Award Agreement

S-1/A

333-129108

2/1/2006

10.18

10.13+

Form of Performance Award Agreement

8-K

000-51730

6/11/2008

99.1

10.14+

Form of Equity Incentive Plan Performance Award Agreement (Performance Based, August 2008)

8-K

000-51730

8/1/2008

99.2

10.15+

Form of Restricted Stock Unit Award Agreement (Time Based, August 2008)

8-K

000-51730

8/1/2008

99.3

10.16+

Form of Restricted Stock Unit Award Agreement

8-K

000-51730

8/1/2008

99.4

10.17+

CEO Employment Agreement

10-K

000-51730

3/29/2006

10.19

10.18+

First Amendment to CEO Employment Agreement

10-Q

000-51730

11/13/2007

10.4

10.19+

Amended and Restated CEO Employment Agreement

10-K

000-51730

3/16/09

10.19

10.20+

President Employment Agreement

8-K

000-51730

1/1/2008

10.3

10.21+

Amended and Restated President Employment Agreement

—

E-1

		Incorporated by Reference
Exhibit			File	Date of	Exhibit		Filed
Number	Exhibit Description	Form	Number	First Filing	Number		Herewith
10.22+	Agreement, dated as of February 27, 2009, between Thomas Weisel Partners Group, Inc. and Lionel F. Conacher	—	—	—		—	X
10.23+	Form of Equity Incentive Plan Restricted Stock Unit Award Agreement to Lionel F. Conacher	—	—	—		—	X
10.24	Letter Agreement, dated as of January 27, 2006, between Thomas Weisel Partners Group LLC and California Public Employees’ Retirement System	S-1/A	333-129108	2/1/2006		10.14
10.25	Fully Disclosed Clearing Agreement dated as of August 15, 2005 by and between National Financial Services LLC and Thomas Weisel Partners LLC	10-Q	000-51730	5/8/2006		10.12
10.26	Amendments to the Fully Disclosed Clearing Agreement dated as of August 15, 2005 by and between National Financial Services LLC and Thomas Weisel Partners LLC	10-Q	000-51730	8/10/2007		10.2
10.27	Subscription Agreement, dated as of January 18, 2000, between Thomas Weisel Partners Group LLC and California Public Employees’ Retirement System, as amended	S-1/A	333-129108	12/13/2005		10.13
10.28	Alliance Agreement, dated as of November 14, 2001, among Nomura Securities Co., Ltd., Nomura Corporate Advisors Co., Ltd., Nomura Holding America Inc. and Thomas Weisel Partners Group LLC	S-1/A	333-129108	12/13/2005		10.15
10.29	Lease, dated as of December 7, 1998, between Post-Montgomery Associates and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of June 11, 1999, the Second Amendment dated as of June 11, 1999, the Third Amendment dated as of June 30, 1999, the Fourth Amendment dated as of September 27, 1999, the Fifth Amendment dated as of November 19, 1999, the Sixth Amendment dated as of June 9, 2000, the Seventh Amendment dated as of July 31, 2000, the Eighth Amendment dated as of October 1, 2000, the Ninth Amendment dated as of December 18, 2000, the Tenth Amendment dated as of July 31, 2003 and the Eleventh Amendment dated as of February 5, 2004	S-1/A	333-129108	12/13/2005		10.7
10.30	Lease, dated as of January 10, 2000, between Teachers Insurance and Annuity Association of America and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of February 1, 2000, the Second Amendment dated as of June 21, 2000 and the Third Amendment dated as of October 29, 2003	S-1/A	333-129108	12/13/2005		10.8

E-2

		Incorporated by Reference
Exhibit			File	Date of	Exhibit		Filed
Number	Exhibit Description	Form	Number	First Filing	Number		Herewith
10.31	Lease, dated as of June 21, 2000, between Teachers Insurance and Annuity Association of America and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of April 20, 2001 and the Second Amendment dated as of October 8, 2003	S-1/A	333-129108	12/13/2005		10.9
10.32	Lease, dated May 5, 1999, between 390 Park Avenue Associates, LLC and Thomas Weisel Partners Group LLC, as amended by the Letter Agreement dated as of June 3, 1999, the Lease Amendment dated as of October 1, 19999 and the Third Lease Amendment dated as of May 3, 2000	S-1/A	333-129108	12/13/2005		10.10
10.33	Lease, dated as of June 30, 1999, between Fort Hill Square Phase 2 Associates and Thomas Weisel Partners Group LLC, as amended by the First Amendment dated as of October 25, 1999, the Second Amendment dated as of June 12, 2000 and the Third Amendment dated as of January 8, 2002	S-1	333-129108	10/19/2005		10.11
10.34	Lease, dated as of November 9, 2006, between Moss Adams LLP and Thomas Weisel Partners Group, Inc.	10-K	000-51730	3/16/2007		10.21
10.35	Lease, dated as of December 31, 2007, between SP4 190 S. LASALLE, L.P. and Thomas Weisel Partners Group, Inc.	10-Q	000-51730	8/10/2007		10.3
10.36	Lease, dated as of August 1, 2007, between Farallon Capital Management, L.L.C and Thomas Weisel Partners Group, Inc.	10-Q	000-51730	11/13/2007		10.5
10.37	Lease, dated as of September 1, 2007, between Schweizerische Rückversicherungs-Gesellschaft, and Thomas Weisel Partners International Limited	10-Q	000-51730	11/13/2007		10.6
10.38	Sublease, dated as of July 30, 2004, between Dewey Ballantine LLP and Thomas Weisel Partners Group LLC	S-1	333-129108	10/19/2005		10.12
10.39	Sublease, dated as of November 30, 2006, between Arastra, Inc. and Thomas Weisel Partners Group, Inc.	10-K	000-51730	3/16/2007		10.23
10.40	Sublease, dated as of November 30, 2006, between Cedar Associates LLC and Thomas Weisel Partners Group, Inc.	10-K	000-51730	3/16/2007		10.24
10.41	Sublease, dated as of November 27, 2006, between The Alexander Group, Inc. and Thomas Weisel Partners Group, Inc.	10-K	000-51730	3/16/2007		10.25
10.42	Sublease, dated as of November 30, 2006, between Gyrographic Communications Inc. and Thomas Weisel Partners Group, Inc.	10-K	000-51730	3/16/2007		10.26

E-3

		Incorporated by Reference
Exhibit			File		Date of	Exhibit		Filed
Number	Exhibit Description	Form	Number		First Filing	Number		Herewith
10.43	License to Assign Underlease, dated as of October 15, 2007, between Oppenheim Immobilien-Kapitalanlagegesellschaft mbH to Fox Williams LLP and Bache Equities Limited and Thomas Weisel Partners International Limited and Thomas Weisel Partners Group, Inc.	10-K		000-51730	3/17/2008		10.33
10.44	Leave and License Agreement, dated as of December 2, 2005, between Tivoli Investments & Trading Company Private Limited and Thomas Weisel International Private Limited	S-1/A		333-129108	1/17/2006		10.25
10.45	Leave and License Agreement, dated as of December 2, 2005, between Fitech Equipments (India) Private Limited and Thomas Weisel International Private Limited	S-1/A		333-129108	1/17/2006		10.26
10.46	Loan and Security Agreement among Silicon Valley Bank, Thomas Weisel Capital Management LLC, Thomas Weisel Venture Partners LLC, Thomas Weisel Healthcare Venture Partners LLC and Tailwind Capital Partners LLC, dated as of June 30, 2004	S-1/A		333-129108	1/17/2006		10.20
10.47	Unconditional Secured Guaranty by Thomas Weisel Partners Group LLC to Silicon Valley Bank, dated June 15, 2004	S-1/A		333-129108	1/17/2006		10.21
10.48	Master Security Agreement between General Electric Capital Corporation and Thomas Weisel Partners Group LLC, dated as of December 31, 2003, as amended by the Amendment dated as of November 30, 2005, the Financial Covenants Addendum No. 1 to Master Security Agreement, dated as of December 31, 2003, and the Financial Covenants Addendum No. 2 to Master Security Agreement, dated as of November 30, 2005	S-1/A		333-129108	1/17/2006		10.22
10.49	Westwind Capital Corporation Shareholders’ Equity Agreement dated as of December 31, 2007 by and among Thomas Weisel Partners Group, Inc. and Certain Former Shareholders of Westwind Capital Corporation	8-K		000-51730	1/1/2008		10.1
10.50	Form of Pledge Agreement dated as of December 31, 2007 by and among Thomas Weisel Partners Group, Inc., TWP Holdings Company (Canada), ULC, TWPG Acquisition Company (Canada), Inc., and The Individual Named Herein	8-K		000-51730	1/1/2008		10.2
21.1	List of Subsidiaries of the Registrant	10-K		000-51730	3/16/09		21.1
23.1	Consent of Deloitte & Touche LLP	10-K		000-51730	3/16/09		23.1
24.1	Power of Attorney	10-K		000-51730	3/16/09		24.1
31.1	Rule 13a-14(a) Certification of Chief Executive Officer	—		—	—		—	X
31.2	Rule 13a-14(a) Certification of Chief Financial Officer	—		—	—		—	X
32.1	Section 1350 Certification of Chief Executive Officer	10-K		000-51730	3/16/09		32.1
32.2	Section 1350 Certification of Chief Financial Officer	10-K		000-51730	3/16/09		32.2