<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
E*TRADE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 6211 94-2844166
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
----------------
E*TRADE GROUP, INC.
FOUR EMBARCADERO PLACE
2400 GENG ROAD
PALO ALTO, CA 94303
(415) 842-2500
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
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, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE OF PROCESS)
----------------
COPIES TO:
THOMAS A. BEVILACQUA KENNETH L. GUERNSEY
BROBECK, PHLEGER & HARRISON LLP KAREN R. SMITH
TWO EMBARCADERO PLACE MONA CHANDRA
2200 GENG ROAD COOLEY GODWARD LLP
PALO ALTO, CA 94303 ONE MARITIME PLAZA,
(415) 424-0160 20TH FLOOR
SAN FRANCISCO, CA 94111
(415) 693-2000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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] 333-31841
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. [_]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE(3) FEE(4)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value................. 1,265,000 $27.50 $34,787,500 $10,542
=================================================================================
</TABLE>
(1) Includes 165,000 shares which the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Does not include 8,050,000 shares of Common Stock previously registered
for which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by E*TRADE Group, Inc. (the "Company") with the Securities
and Exchange Commission (the "Commission") hereby incorporates by reference
the contents of the Registration Statement on Form S-1 (File No. 333-31841)
relating to the offering of up to 8,050,000 Shares of Common Stock of the
Company filed on July 23, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $10,542 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 20, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on August 20, 1997.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE COMPANY CERTIFIES THAT IT HAS DULY CAUSED THIS REGISTRATION STATEMENT ON
FORM S-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PALO ALTO, STATE OF CALIFORNIA, ON THE 20TH DAY OF
AUGUST, 1997.
E*TRADE Group, Inc.
/s/ Christos M. Cotsakos
By __________________________________
Christos M. Cotsakos
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON AUGUST 20, 1997, BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED
SIGNATURE TITLE DATE
* Chairman of the Board
- ------------------------------------- August 20, 1997
WILLIAM PORTER
/s/ Christos M. Cotsakos President and Chief
- ------------------------------------- Executive Officer August 20, 1997
CHRISTOS M. COTSAKOS (Principal
Executive Officer)
/s/ Stephen C. Richards Chief Financial
- ------------------------------------- Officer (Principal August 20, 1997
STEPHEN C. RICHARDS Financial and
Accounting Officer)
* Director
- ------------------------------------- August 20, 1997
RICHARD S. BRADDACK
* Director
- ------------------------------------- August 20, 1997
WILLIAM E. FORD
* Director
- ------------------------------------- August 20, 1997
GEORGE HAYTER
* Director
- ------------------------------------- August 20, 1997
KEITH PETTY
* Director
- ------------------------------------- August 20, 1997
LEWIS E. RANDALL
* Director
- ------------------------------------- August 20, 1997
LESTER C. THUROW
* By /s/ STEPHEN C. RICHARDS
----------------------------------
Attorney-in-Fact
II-1
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
-------- -----------
5.1 Opinion of Brobeck Phleger Harrison LLP with respect to the
Common Stock being registered.
23.1 Consent of Brobeck Phleger Harrison LLP (contained in their
opinion filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, Independent Accountants.
24.1+ Power of Attorney.
+ Incorporated by reference to page II-6 of the Company's Registration
Statement on Form S-1 (No. 333-31841) filed on July 23, 1997.
<PAGE>
Exhibit 5.1
[BROBECK, PHLEGER HARRISON LLP LETTERHEAD]
E*TRADE Group, Inc.
Four Embarcadero Place
2400 Geng Road
Palo Alto, CA 94303
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by E*TRADE Group, Inc. (the "Company") of
a Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), covering an underwritten
public offering of up to 9,315,000 shares of Common Stock (the "Common
Stock"), including 1,215,000 shares to cover over-allotments, if any.
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, and Restated Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and 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 of Common Stock will be sold by the Underwriters at a
price established by the Pricing Committee of the Board of Directors of the
Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be duly and validly issued,
fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and any amendment
thereto and to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
Very truly yours,
BROBECK PHLEGER HARRISON LLP
/s/ BROBECK PHLEGER HARRISON LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF BROBECK, PHLEGER & HARRISON LLP
(Contained in Exhibit 5.1)
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of E*TRADE Group, Inc. on Form S-1 of our report dated November 22, 1996
appearing in the Registration Statement (File No. 333-31841) of E*TRADE Group,
Inc.
Deloitte & Touche LLP
San Jose, California
August 20, 1997
