<PAGE>
As filed with the Securities and Exchange Commission on September 10, 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>
==================================================================================================================================
Title of Each Class of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Be Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 1,794,544 $23.71875 $42,564,340.50 $11,832.89
==================================================================================================================================
</TABLE>
(1) The price of $23.71875 was the average of the high and low prices of the
Common Stock on the Nasdaq National Market System on September 2, 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>
1,794,544 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 1,794,544 shares of Common Stock, par value of $0.01 per
share, of E*TRADE Group, Inc. (the "Company" or the "Registrant"). All
1,794,544 shares (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
purchase of all of the capital stock and options to purchase capital stock
of TIR (Holdings) Limited, a Cayman Islands company ("TIR"), whereby TIR
became a wholly-owned subsidiary of the Company (the "Exchange"). 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 and Regulation S promulgated
thereunder. The Shares are being registered by the Company pursuant to the
Exchange Agreement, dated as of July 12, 1999, by and between the Company
and TIR (the "Exchange Agreement") and the Irrevocable Undertaking
Agreement, dated as of July 12, 1999, by and among the Company and the
Selling Stockholders (the "Irrevocable Undertaking Agreement").
The Shares may be offered by the Selling Stockholders from time to
time in transactions in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices
which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the 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). See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with
the registration of the Shares being offered and sold by the Selling
Stockholders.
The Company's Common Stock is quoted on the Nasdaq National Market
under the symbol "EGRP." On September 2, 1999, the average of the high
and low price for the Common Stock was $23.71875.
_______________________________
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act, and any commissions received by them and any profit on
the resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________
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 August 31, 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, as amended, or pursuant
to an effective registration statement thereunder.
The date of this Prospectus is September __, 1999
===============================================================================
1
<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
The Company 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.
The Company 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. The Company's Annual Report on Form 10-K for the year ended
September 30, 1998, filed on December 29, 1998, as amended by the Company's
Annual Report on Form 10-K/A, filed on August 16, 1999;
2. The Company's Quarterly Reports on Form 10-Q/A for the quarter
ended December 31, 1998, filed on August 16, 1999, and for the quarter ended
March 31, 1999, filed on August 16, 1999, and the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999, filed on August 16, 1999;
3. The Company's Current Reports on Form 8-K, filed on April 13,
1999, June 10, 1999, June 25, 1999 and July 28, 1999 and Form 8-K/A filed on
June 10, 1999 and August 18, 1999;
4. Definitive Proxy Statement, dated January 28, 1999, filed on
January 28, 1999 in connection with the Company's 1999 Annual Meeting of
Stockholders;
2
<PAGE>
5. The description of the Company'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
6. 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.
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. The Company 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.
3
<PAGE>
THE COMPANY
The principal executive offices of the Company are located at 4500
Bohannon Drive, Menlo Park, California 94025. The Company's telephone number is
(650) 331-6000.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest thereof. 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 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.
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.
4
<PAGE>
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.
All costs, expenses and fees in connection with the registration of
the Shares 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.
5
<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 Exchange have been
placed in escrow pursuant to the Exchange Agreement and the Irrevocable
Undertaking Agreement 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 TIR became a
wholly-owned subsidiary of the Company as of August 31, 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>
Carl Hans Tiedemann II 979,990 391,996
Carl Hans Tiedemann III 491,841 196,736
Renassa N.V. 26,687 10,675
Gamma-Nest Co Ltd 433,999 173,600
Edward B. Goodnow 411,314 164,526
R. Jarrett Lilien 102,464 40,986
James Marler 67,146 26,858
Tim Cook 16,346 6,538
Nicholas Bullman 148,408 59,363
The Tiedemann Investment 125,449 50,180
Nicholas Mann 69,687 27,875
Scott Delany 33,042 13,217
Leslie Whiteford 62,042 24,817
Susan Holgate 78,171 31,268
Irene Tam Yuet Ping 47,888 19,155
Katsuhiro Akahori 13,877 5,551
Osamu Hojo 15,487 6,195
Pistons Consultants Limited 171,017 68,407
Legard Overseas Corp. S.A. 51,374 20,550
Richard Taylor 17,260 6,904
John Lord 48,238 19,295
Hikaru Aoyama 2,235 894
Brestco Investments Limited 202,828 81,131
Nicholas Stalder 9,623 3,849
Patrick Claridge 12,940 5,176
Sally Writer 6,856 2,742
Chan Chee Wah 7,669 3,068
Annie Man Yee Lok 15,974 6,390
Josephine Ho Pik Chan 11,675 4,670
Alsess Lai Mei Ma 3,047 1,219
Steve Ferrando 40,699 16,280
Victoria Klippel 6,238 2,495
Winnie Wai Ying Kong 567 227
Eriko Hoshikawa 567 227
Iwao Yamazaki 3,075 1,230
Ezra Hakkak 13,343 5,337
Frank Loots 10,841 4,336
Kenji Deura 18,393 7,357
Scaraway Limited 46,836 18,734
Richard Leonard 19,348 7,739
Joe Jenkins 14,413 5,765
Vidhu Shekhar 2,652 1,061
Mathias Helleu 33,631 13,452
Weymouth Enterprises Ltd 18,723 7,489
Glenn Barber 31,923 12,769
Steve Ehrlich 7,419 2,968
Mauricio Miranda 2,251 900
Steve Hauck 6,420 2,568
Morgan Dunbar 617 247
Xlendi Investments Ltd 47,341 18,936
Michael Katz 30,688 12,275
Stella Wong Lap Ying 900 360
Agnes Ma Oi Ling 233 93
Henry Tang Chiu Hang 233 93
Joe Mok Man Fai 233 93
Yvonne Lau Mei Wah 233 93
Doris Ng To Lai 233 93
Rita Yu Mui Fan 233 93
Rolita Ma Chui Sim 233 93
Christina Mace 500 200
Kelly Barber 300 120
Carrie Rivers 1,234 494
Mika Tomioka 400 160
Richard & Lily Leonard 7,636 3,054
Whitecraigs Holdings Limited 18,358 7,343
Kosuke Hosokawa 7,472 2,989
Yoshijaru Morofushi 4,003 1,601
Connie Tirabosco 7,756 3,102
Doonesbury Group Ltd 15,595 6,238
BHF-BANK Aktiengesellschaft 219,834 87,934
Mariko Ezuka 366 146
Cormac O'Connor 680 272
Anne Griffin 2,228 891
Sam Pratt 1,604 642
Helen Langan 4,119 1,648
Robert White 5,137 2,055
Naeem Fayyaz 6,671 2,668
Arthur Greco 4,656 1,862
Anthony Penwill 3,590 1,436
Martin Aubery 255 102
William Head 4,286 1,714
Brian Mackley 5,003 2,001
David Tai Wai Hon 33 13
Joyce Yuen Man Chan 33 13
Amy Man Pui Law 33 13
George Kwok Fan Wan 33 13
Maggie Shuk Han Leung 33 13
Linda O'Neill 33 13
Kayo Ohara 33 13
Keiko Chida 33 13
Keiko Fujiwara 33 13
Francine Ehrlich, IRA Account 1,000 400
Britt Oliver 33 13
Courtney Mainardi 66 26
Brooks Addington 2,328 931
Paul Redwood 150 60
Tomonori Nishioka 283 113
Long Terms Holdings Ltd 46,547 18,619
Stephen Murphy 3,669 1,468
Lai Pui Ming 33 13
Joe Delmonte 833 333
Patricia O'Hara 16 6
David Hallifax 102 41
Emile Pierides 337 135
Sam Mo 300 120
Philippe Leprince 532 213
Curzon Secretaries & Trustees Ltd 16,679 6,672
William Walker 1,152 461
Edouard Dejoux 9,110 3,644
Emilie Sinkler 166 66
Sam Clapp 189 76
Tracy Bird 1,834 734
Tara Levins 166 66
Peter Rowe 1,004 402
Franco Law 66 26
Jeremy Slade 1,782 713
Vincent Spenceley 33 13
Pierre Bastien 66 26
Ruth Berry 57 23
Spencer Russell 580 232
Guido Corsetti 3,335 1,334
Meryem Menemenlioglu 3,335 1,334
Sumihati Gani 500 200
Anthony Limited 33,359 10,008
--------- ----------
TOTAL 4,486,372 1,794,544
</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 divided, 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.
6
<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/A for the year ended September 30,
1998, 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.
7
<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.
SEC registration fee $11,833
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 $61,833
=======
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).
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.
II-1
<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.
II-2
<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 10th day
of September, 1999.
E*TRADE GROUP, INC.
By: /s/ THOMAS A. BEVILACQUA
---------------------------------------
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:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------- ------------------------------------------ ----------------------
<S> <C> <C>
/s/ Christos M. Cotsakos Chairman of the Board, Chief Executive September 10, 1999
- ------------------------------------- Officer and Director
Christos M. Cotsakos (Principal Executive Officer)
/s/ Kathy Levinson President and Chief Operating Officer September 10, 1999
- ------------------------------------- (Principal Executive Officer)
Kathy Levinson
/s/ Leonard C. Purkis Executive Vice President, Finance and September 10, 1999
- ------------------------------------- Administration, and Chief Financial
Leonard C. Purkis Officer (Principal Financial and
Accounting Officer)
/s/ Thomas A. Bevilacqua Executive Vice President, Corporate September 10, 1999
- ------------------------------------- Development, General Counsel and
Thomas A. Bevilacqua, Esq. Secretary (Principal Executive Officer)
/s/ William A. Porter Director September 10, 1999
- -------------------------------------
William A. Porter
/s/ Richard S. Braddock Director September 10, 1999
- -------------------------------------
Richard S. Braddock
/s/ Masayoshi Son Director September 10, 1999
- -------------------------------------
Masayoshi Son
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------- ------------------------------------------ ----------------------
<S> <C> <C>
/s/ William E. Ford Director September 10, 1999
- -------------------------------------
William E. Ford
/s/ George Hayter Director September 10, 1999
- -------------------------------------
George Hayter
/s/ Lewis E. Randall Director September 10, 1999
- -------------------------------------
Lewis E. Randall
/s/ Lester C. Thurow Director September 10, 1999
- -------------------------------------
Lester C. Thurow
</TABLE>
II-4
<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)
<PAGE>
EXHIBIT 5.1
September 10, 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 1,794,544 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 1,794,544
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>
September 10, 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 November 23, 1998 (July 12, 1999 as to
Note 15) appearing in the Annual Report on Form 10-K/A of E*TRADE Group, Inc.
for the year ended September 30, 1998 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
September 10, 1999
