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Filed pursuant to Rule 424(b)(2)
Registration No. 333-90557
PROSPECTUS
144,797 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 144,797 shares of our Common Stock, $0.01 par value per share,
which is held by some of our current shareholders (each a "Selling
Stockholder").
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 December 6, 1999, the average of the high and low price for the
Common Stock was $30.81.
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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.
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The date of this Prospectus is December 7, 1999
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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
Shareholders;
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.
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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) 331-6000.
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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 144,797 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 stockholders of the Company or by
pledgees, donees, transferees or other successors in interest that receive such
Shares as a gift, partnership distribution or other non-sale related transfer
(the "Selling Stockholders"). All of the Shares were originally issued by the
Company in connection with the merger of a wholly-owned subsidiary of the
Company with and into Confluent, Inc., a California corporation ("Confluent"),
whereby Confluent became a wholly-owned subsidiary of the Company (the
"Merger"). 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 Agreement and Plan of Reorganization, dated as of
September 29, 1999, by and among the Company, Calendar Acquisition Corporation
and Confluent (the "Agreement and Plan of Reorganization").
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.
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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.
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 his pro rata share of the
SEC registration fees and 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 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 12, 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.
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SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock owned by
each of the Selling Stockholders. Ten percent of the shares of Common Stock
received by each of the Selling Stockholders in the Merger have been placed in
escrow pursuant to the Agreement and Plan of Reorganization and may not be sold
pursuant to the offering contemplated by this Prospectus. Except as indicated,
and except for the fact that most of the Selling Stockholders became employees
of the Company when Confluent became a wholly-owned subsidiary of the Company
as of October 12, 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 of the Company at September 30, 1999. 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
Name of Selling Stockholder Beneficially Owned Sale Hereby(1)
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<S> <C> <C>
William Tseng............................ 259,421 119,664
James Greenfield......................... 54,485 25,133
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313,906 144,797
</TABLE>
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(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.
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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.
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