<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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E*TRADE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6211 94-2844166
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
FOUR EMBARCADERO PLACE
2400 GENG ROAD
PALO ALTO, CA 94303
(415) 842-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHRISTOS M. COTSAKOS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
E*TRADE GROUP, INC.
FOUR EMBARCADERO PLACE
2400 GENG ROAD
PALO ALTO, CA 94303
(415) 842-2500
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
THOMAS A. BEVILACQUA KENNETH L. GUERNSEY
THOMAS J. LIMA KARYN R. SMITH
VALERIE J. HORWITZ COOLEY GODWARD CASTRO HUDDLESON &
BROBECK, PHLEGER & HARRISON LLP TATUM
ONE MARKET, SPEAR STREET TOWER ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94105 SAN FRANCISCO, CA 94111
(415) 442-0900 (415) 693-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-05525
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICES AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......... 1,150,000 $10.50 $12,075,000 $4,164
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</TABLE>
(1) Includes 150,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
In accordance with General Instruction V to Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, incorporated by
reference herein in its entirety is the Registration Statement on Form S-1
(File No. 333-05525) of E*TRADE Group, Inc. which was declared effective by
the Securities and Exchange Commission on August 15, 1996.
2
<PAGE>
EXHIBITS.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP (see page II-4).
23.1 Consent of Independent Auditors (see page II-5).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California on this 15th day of August 1996.
E*TRADE Group, Inc.
/s/ Christos M. Cotsakos
By___________________________________
Christos M. Cotsakos
President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE TITLE DATE
* William A. Porter Chairman of the August 15, 1996
- ------------------------------------- Board
William A. Porter
/s/ Christos M. Cotsakos President and Chief August 15, 1996
- ------------------------------------- Executive Officer
Christos M. Cotsakos (principal
executive officer)
* Stephen C. Richards Chief Financial August 15, 1996
- ------------------------------------- Officer (principal
Stephen C. Richards financial and
accounting officer)
* Richard S. Braddock Director August 15, 1996
- -------------------------------------
Richard S. Braddock
* William E. Ford Director August 15, 1996
- -------------------------------------
William E. Ford
* George Hayter Director August 15, 1996
- -------------------------------------
George Hayter
II-2
<PAGE>
SIGNATURE TITLE DATE
* Keith Petty Director August 15, 1996
- -------------------------------------
Keith Petty
* Lewis E. Randall Director August 15, 1996
- -------------------------------------
Lewis E. Randall
* Lester C. Thurow Director August 15, 1996
- -------------------------------------
Lester C. Thurow
/s/ Christos M. Cotsakos
*By _________________________________
Christos M. Cotsakos
(Attorney-in-fact)
II-3
<PAGE>
EXHIBIT 5.1
Brobeck, Phleger & Harrison LLP
One Market
Spear Street Tower
San Francisco, CA 94105
Telephone: (415) 442-0900
Facsimile: (415) 442-1010
August 15, 1996
E*TRADE Group, Inc.
Four Embarcadero Place
2400 Geng Road
Palo Alto, CA 94303
Ladies and Gentlemen:
We have acted as counsel to E*TRADE Group, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 1,150,000 shares of Common
Stock (the "Shares") (including an over-allotment of 150,000 shares), offered
by the Company, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Registration Statement") pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended. The
Shares are to be sold pursuant to an Underwriting Agreement to be entered into
among the Company, certain selling stockholders, Robertson, Stephens & Company
LLC, Hambrecht & Quist LLC, and Deutche Morgan Grenfell/C. J. Lawrence Inc.,
as representatives of the several underwriters (the "Representatives") named
in such Underwriting Agreement (the "Underwriting Agreement").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Restated
Certificate of Incorporation filed with the Secretary of State of the State of
Delaware, the Company's Restated Bylaws and the originals or copies certified
to our satisfaction of such records, documents, certificates, memorandum or
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below and (ii) assumed that the Shares will be
sold by the underwriters at a price determined through negotiations among the
Company, representatives of the selling stockholders and the Representatives.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and when sold and issued by
the Company in accordance with the terms of the Underwriting Agreement, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption "Legal Matters"
in the Prospectus which is part of the Registration Statement.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
-----------------------------------
BROBECK, PHLEGER & HARRISON LLP
II-4
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-1 of our report dated November 20, 1995 (July 19, 1996 as to Note
10), appearing in the Prospectus, which is part of Registration Statement No.
333-05525 on Form S-1 of E*TRADE Group, Inc.
We also consent to the reference to us under the heading "Experts" in such
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
San Francisco, California
August 15, 1996
II-5
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Christos M. Costsakos,
Wayne H. Heldt and Stephen C. Richards and each one of them, his attorneys-in-
fact, each with the power of substitution, for him in any and all capacities,
to sign any and all amendments to this Registration Statement (including post-
effective amendments), or any Registration Statement for the same offering
that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ William A. Porter Chairman of the June 7, 1996
- ------------------------------------- Board
William A. Porter
/s/ Christos M. Cotsakos President and Chief June 7, 1996
- ------------------------------------- Executive Officer
Christos M. Cotsakos (principal
executive officer)
/s/ Stephen C. Richards Chief Financial June 7, 1996
- ------------------------------------- Officer (principal
Stephen C. Richards financial and
accounting officer)
/s/ Richard S. Braddock Director June 7, 1996
- -------------------------------------
Richard S. Braddock
/s/ William E. Ford Director June 7, 1996
- -------------------------------------
William E. Ford
/s/ George Hayter Director June 7, 1996
- -------------------------------------
George Hayter
/s/ Keith Petty Director June 7, 1996
- -------------------------------------
Keith Petty
/s/ Lewis E. Randall Director June 7, 1996
- -------------------------------------
Lewis E. Randall
/s/ Lester C. Thurow Director June 7, 1996
- -------------------------------------
Lester C. Thurow
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP (see page II-4).
23.1 Consent of Independent Auditors (see page II-5).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
</TABLE>
