<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1999
Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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.
Jonathan P. Shanberge, 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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share.......................... 33,206 $22.50 $747,135 $207.71
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
(1) The price of $22.50, the average of the high and low prices of the Common
Stock on the Nasdaq National Market System on October 21, 1999, is set
forth solely for the purpose of computing the registration fee pursuant to
Rule 457(c).
---------------
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 OCTOBER 27, 1999
PRELIMINARY PROSPECTUS
33,206 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 33,206 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 October 22, 1999, the average of the high and low price for the
Common Stock was $23.22
-----------
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 October , 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
Shareowners;
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.
1
<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) 331-6000.
2
<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 33,206 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 ClearStation, Inc., a California corporation
("ClearStation"), whereby ClearStation 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 April 20, 1999, by and among the Company, Crystal Acquisition
Corporation and ClearStation (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.
3
<PAGE>
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 April 20, 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.
4
<PAGE>
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 ClearStation became a wholly-owned subsidiary of the
Company as of April 20, 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 October 21, 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)
--------------------------- ------------------ ----------------
<S> <C> <C>
Douglas Fairclough.......................... 145,628 14,563
William Kristian Skrinak.................... 145,628 14,563
William M. Winkelstein...................... 10,922 1,092
Chagai Adler................................ 4,093 409
John Blair.................................. 7,585 759
Dennis J. Mykytyn........................... 18,204 1,820
------- ------
TOTAL..................................... 332,060 33,206
======= ======
</TABLE>
- --------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable to the Selling Stockholders 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.
5
<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.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the fees 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 $ 208
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.......................................................... $50,208
=======
</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
<TABLE>
<C> <S>
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 9 of this Registration Statement).
</TABLE>
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.
7
<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.
8
<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 27th
day of October, 1999.
E*TRADE GROUP, INC.
/s/ Thomas A. Bevilacqua
By: _________________________________
Thomas A. Bevilacqua, Esq.
Executive Vice President,
General Counsel and Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leonard C. Purkis, Thomas A. Bevilacqua, Esq.
and Brigitte Van Baelen, and each of them, as his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated:
Signatures Title Date
/s/ Christos M. Cotsakos Chairman of the Board and October 27, 1999
_____________________________ Chief Executive Officer
Christos M. Cotsakos (Principal Executive Officer)
/s/ Kathy Levinson President and Chief Operating October 27, 1999
_____________________________ Officer (Principal Executive
Kathy Levinson Officer)
/s/ Leonard C. Purkis Executive Vice President, October 27, 1999
_____________________________ Finance and Administration,
Leonard C. Purkis and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Thomas A. Bevilacqua Executive Vice President, October 27, 1999
_____________________________ Corporate Development,
Thomas A. Bevilacqua, Esq. General Counsel and Secretary
(Principal Executive Officer)
/s/ William A. Porter Chairman Emeritus October 27, 1999
_____________________________
William A. Porter
9
<PAGE>
Signatures Title Date
/s/ Richard S. Braddock Director October 27, 1999
_____________________________
Richard S. Braddock
/s/ Masayoshi Son Director October 27, 1999
_____________________________
Masayoshi Son
/s/ William E. Ford Director October 27, 1999
_____________________________
William E. Ford
/s/ George Hayter Director October 27, 1999
_____________________________
George Hayter
/s/ Lewis E. Randall Director October 27, 1999
_____________________________
Lewis E. Randall
/s/ Lester C. Thurow Director October 27, 1999
_____________________________
Lester C. Thurow
10
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Deloitte & Touche LLP, independent auditors.
Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
23.2 hereto)
24.1 Power of Attorney (included on page 9 of this Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
October 27, 1999
E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, California 94025
Re: E*TRADE Group, Inc. Registration Statement on Form S-3 for
Resale of 33,206 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to E*TRADE Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration for resale of
33,206 shares of the Company's Common Stock (the "Shares"), as described in the
Company's Registration Statement on Form S-3 ("Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate
proceedings taken by the Company in connection with the original issuance and
sale of the Shares, and a certificate of a Company officer regarding (among
other things) the Company's receipt of consideration upon the original issuance
and sale of the Shares. Based on such review, we are of the opinion that the
Shares are duly authorized, 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.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
<PAGE>
October 27, 1999
Page 2
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement
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
October 27, 1999
