<PAGE>
As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-90963
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
AMENDMENT NO.1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------
E*TRADE GROUP, INC.
(Exact name of registrant as specified in its charter)
-------------
Delaware 94-2844166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
-------------
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------
Christos M. Cotsakos
Chairman and Chief Executive Officer
E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
-------------
Copy to:
Curtis L. Mo, Esq.
Michael C. Doran, Esq.
Brobeck, Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
(650) 424-0160
-------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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. [_]
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. [_]
-------------
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 that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
*******************************************************************************
The information contained in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
*******************************************************************************
SUBJECT TO COMPLETION, DATED DECEMBER 3, 1999
PRELIMINARY PROSPECTUS
4,600,595 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 4,600,595 shares of our Common Stock, which is held by some
of our current stockholders.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our Common Stock is quoted on the Nasdaq National Market under the
symbol "EGRP." On November 8, 1999, the average of the high and low price for
the Common Stock was $30.75.
---------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this Prospectus. Any representation to
the contrary is a criminal offense.
---------------------
The date of this Prospectus is December 3, 1999
================================================================================
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Stockholder or by any other person. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such offer or
solicitation may not lawfully be made.
AVAILABLE INFORMATION
E*TRADE Group is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is
quoted on the Nasdaq National Market, and such material may also be inspected
at the offices of Nasdaq Operations, 1735 K Street N.W. Washington, D.C.
20006. The Commission maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
web site is http://www.sec.gov.
E*TRADE Group has filed with the Commission a registration statement
on Form S-3 (herein, together with all amendments and exhibits thereto,
referred to as the "Registration Statement") under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. For further information regarding the Company and the Common Stock
offered hereby, reference is hereby made to the Registration Statement and to
the exhibits and schedules filed therewith. The Registration Statement,
including the exhibits and schedules thereto, may be inspected at the public
reference facilities maintained by the Commission at Room 450 Fifth Street,
N.W., Washington, D.C. 20549 and copies of all or any part thereof may be
obtained from such office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11921)
pursuant to the Exchange Act are incorporated herein by reference:
1. E*TRADE Group's Annual Report on Form 10-K for the year ended
September 30, 1999, filed on October 22, 1999.
2. Definitive Proxy Statement, dated January 28, 1999, filed on
January 28, 1999 in connection with E*TRADE Group's 1999 Annual Meeting of
Stockholders;
3. The description of E*TRADE Group's Common Stock, $0.01 par value
per share, and associated rights, contained in its registration statement on
Form 8-A, filed on July 12, 1996, including any amendment or report filed for
the purpose of updating such description; and
4. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering.
<PAGE>
Any statement contained in a document incorporated by reference
herein shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing of such documents. Any statement
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. E*TRADE Group will
provide without charge to each person to whom this Prospectus is delivered a
copy of any or all of such documents which are incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written requests for copies should be directed to E*TRADE
Group, Inc., Investor Relations, 4500 Bohannon Drive, Menlo Park, California
94025. The Company's telephone number is (650) 33l-6000.
<PAGE>
THE COMPANY
The principal executive offices of E*TRADE Group are located at 4500
Bohannon Drive, Menlo Park, California 94025. The Company's telephone number
is (650) 331-6000.
PLAN OF DISTRIBUTION
E*TRADE Group, Inc. (the "Company") is registering all shares of
Common Stock, par value of $0.01 per share (the "Shares"), on behalf of
certain selling stockholders. The Company will receive no proceeds from this
offering. The Shares may be offered by certain selling stockholders of the
Company or by pledgees, donees, transferees or other successors in interest that
receive such Shares (the "Selling Stockholders"). All of the Shares were
originally issued by the Company in connection with the acquisition of all of
the outstanding shares of E*TRADE @ Net Bourse, S.A., a French corporation ("Net
Bourse"), whereby Net Bourse became a wholly-owned subsidiary of the Company
(the "Acquisition"). The Shares were issued pursuant to exemptions from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Shares are being
registered by the Company pursuant to the Exchange Agreement, dated October 1,
1999 by and among the Company, Net Bourse and each of the Securityholders of Net
Bourse (the "Exchange Agreement").
The Selling Stockholders will act independently of the Company in
making decisions with respect to the timing, manner and size of each sale. Such
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker-dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers and (e) in privately negotiated transactions. To the extent required,
this Prospectus may be amended or supplemented from time to time to describe a
specific plan of distribution. In effecting sales, broker-dealers engaged by the
Selling Stockholders may arrange for other broker-dealers to participate in the
resales.
In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell Shares short and redeliver
the Shares to close out such short positions. The Selling Stockholders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Stockholder may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned or upon a
default the broker-dealer may effect sales of the pledged shares pursuant to
this Prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale. Such broker-dealers or agents and any
other participating broker-dealers or the Selling Stockholders may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales and any such commission, discount or concession may
be deemed to be underwriting discounts or commissions under the Securities Act.
In addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
<PAGE>
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Common Stock of the Company for
a period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholders. The Company will make copies
of this Prospectus available to the Selling Stockholders and has informed them
of the need for delivery of copies of this Prospectus to purchasers at or prior
to the time of any sale of the Shares offered hereby. The Company assumes no
obligation to so deliver copies of this Prospectus or any related Prospectus
Supplement.
At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
Each Selling Stockholder will be responsible for any fees,
disbursements and expenses of any counsel for the Selling Stockholders. All
other expenses incurred in connection with the registration of the Shares,
including SEC registration fees, printer's and accounting fees and the fees,
disbursements and expenses of counsel for the Company will be borne by the
Company. Commissions and discounts, if any, attributable to the sales of the
Shares will be borne by the Selling Stockholders. The Selling Stockholders may
agree to indemnify any broker-dealer or agent that participates in
transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling
Stockholders have agreed to indemnify certain persons including broker-dealers
or agents against certain liabilities in connection with the offering of the
Shares, including liabilities arising under the Securities Act.
The Company has undertaken to keep a Registration Statement of which
this Prospectus constitutes a part effective until the earlier of the
disposition of the securities offered hereby or October 8, 2000. After such
period, if the Company chooses not to maintain the effectiveness of the
registration statement of which this Prospectus constitutes a part, the
securities issuable upon exercise hereof and offered hereby may not be sold,
pledged, transferred or assigned, except in a transaction which is exempt under
the provisions of the Securities Act or pursuant to an effective registration
statement thereunder.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
owned by each of the Selling Stockholders. Except for the fact that Net Bourse
held a license from the Company to use its trademarks and technology, and the
fact that the Company held a minority interest in Net Bourse prior to Net Bourse
becoming a wholly-owned subsidiary of the Company as of October 8, 1999, none of
the Selling Stockholders has had a material relationship with the Company within
the past three years other than as a result of the ownership of the Shares or
other securities of the Company. Because the Selling Stockholders may offer all
or some of the Shares which they hold pursuant to the offering contemplated by
this Prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares, no estimate can be
given as to the amount of Shares that will be held by the Selling Stockholders
after completion of this offering. No Selling Stockholder beneficially owns 1%
or more of the outstanding shares of Common Stock. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders named
below.
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Registered for Sale
Name of Selling Stockholder Beneficially Owned Hereby (1)
--------------------------- ------------------ --------------------
<S> <C> <C>
LG Euroholdings LLC 1,147,107 1,147,107
Onditro Holdings B.V. 400,010 400,010
Lexington Funding LLC 992,334 992,334
Kismet S.A. 2,061,144 2,061,144
--------- ---------
TOTAL 4,600,595 4,600,595
========= =========
</TABLE>
- ------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California
EXPERTS
The annual consolidated financial statements of E*TRADE Group, Inc.
and its subsidiaries incorporated in this Prospectus by reference from E*TRADE
Group, Inc.'s Annual Report on Form 10-K for the year ended September 30, 1999,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm, given upon their
authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee $39,328
Legal fees and expenses 15,000
Accounting fees and expenses 5,000
Printing fees 5,000
Transfer agent fees 5,000
Miscellaneous fees and expenses 20,000
-------
Total $89,328
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act. The Registrant's Restated Articles of
Incorporation, as amended and Amended Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, the Company has entered into
Indemnification Agreements with each of its directors and officers.
Item 16. Exhibits
5.1* Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2* Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto).
24.1* Power of Attorney (included on page II-3 of this Registration Statement).
* Previously Filed
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by section 10(a)(3) of the Securities Act; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Menlo Park, State of
California, on this 3rd day of December, 1999.
E*TRADE GROUP, INC.
By: /s/ Leonard C. Purkins
---------------------------
Leonard C. Purkins
Executive Vice President,
Finance and Administration, and
Chief Financial Officer
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
* Chairman of the Board, Chief Executive December 3, 1999
- ---------------------------------- Officer and Director
Christos M. Cotsakos (Principal Executive Officer)
* President and Chief Operating Officer December 3, 1999
- ---------------------------------- (Principal Executive Officer)
Kathy Levinson
/s/ Leonard C. Purkis Executive Vice President, Finance and December 3, 1999
- ---------------------------------- Administration, and Chief Financial
Leonard C. Purkis Officer (Principal Financial and
Accounting Officer)
* Executive Vice President, Corporate December 3, 1999
- ---------------------------------- Development, General Counsel and
Thomas A. Bevilacqua, Esq. Secretary (Principal Executive Officer)
* Chairman Emeritus December 3, 1999
- ----------------------------------
William A. Porter
* Director December 3, 1999
- ----------------------------------
Richard S. Braddock
* Director December 3, 1999
- ----------------------------------
Masayoshi Son
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
* Director December 3, 1999
- ----------------------------------
William E. Ford
* Director December 3, 1999
- ----------------------------------
George Hayter
* Director December 3, 1999
- ----------------------------------
Lewis E. Randall
* Director December 3, 1999
- ----------------------------------
Lester C. Thurow
* Director December 3, 1999
- ----------------------------------
Peter Chernin
</TABLE>
*By: /s/ Leonard C. Purkis
---------------------
Leonard C. Purkis
Attorney-in-fact
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Exhibit Title
- ------- -------------
5.1* Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2* Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto)
24.1* Power of Attorney (included on page II-3 of this Registration
Statement)
* Previously Filed
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No.1 to
the Registration Statement of E*TRADE Group, Inc. on Form S-3 of our report
dated October 13, 1999 appearing in the Annual Report on Form 10-K of E*TRADE
Group, Inc. for the year ended September 30, 1999 and to the reference to us
under the heading "Experts" in the Prospectus which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
San Jose, California
December 3, 1999
