<PAGE>
As filed with the Securities and Exchange Commission on November 23, 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.
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. [_]
_______________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class Amount to Be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
of Securities to be Price Per Share(1) Offering Price(1) Fee
Registered
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 3,180,799 $36.28 $115,399,387.72 $32,081.03
par value per share
===================================================================================================================================
</TABLE>
(1) The price of $36.28 was the average of the high and low prices of the Common
Stock on the Nasdaq National Market System on November 18, 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 NOVEMBER 23, 1999
PRELIMINARY PROSPECTUS
3,180,799 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 3,180,799 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 18, 1999, the average of the high and low price for the
Common Stock was $36.28.
_______________________________
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 November 23, 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.
2
<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.
3
<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 of the shares
of common stock included in this Registration Statement on Form S-3, 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
Nordic AB, a Swedish corporation ("Nordic"), whereby Nordic 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 Regulation S thereunder.
The Shares are being registered by the Company pursuant to the Exchange
Agreement, dated September 16, 1999 by and among the Company, Nordic and the
securityholders of Nordic named therein (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.
4
<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.
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 Company has agreed to indemnify each
Selling Shareholder 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 for a period of one year following
the date on which the Registration Statement is declared effective, or such
shorter period ending on the earliest to occur of (i) all Shares being sold
pursuant to the Registration Statement and (ii) the date on which, in the
written opinion of counsel to the Company delivered to the Selling Stockholders,
all outstanding Shares held by persons that are not affiliates of the Company
may be resold without registration under the Securities Act pursuant to Rule
144(k) under the Securities Act. 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.
5
<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 Nordic held
a license from the Company to use its trademarks and technology, and the fact
that the Company held a minority interest in Nordic prior to Nordic becoming a
wholly-owned subsidiary of the Company as of November 18, 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
Name of Selling Stockholder Beneficially Owned Registered for Sale Hereby
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Brenner, Johan 986,307 986,307
2. Lindahl, Magnus 942,561 942,561
3. AB Novestra 250,841 250,841
4. AB Lomma Tegelfabrik 17,057 17,057
5. SHB Luxembourg 17,057 17,057
6. Ahlstrom, Mikael 12,040 12,040
7. Anderson, Lars 6,020 6,020
8. Axberger, Anna-Lena 20,067 20,067
9. Bancos Teknik - & Innovationsfond 101,540 101,540
10. Blecher, Lennart 13,043 13,043
11. Brenner, Anders 8,428 8,428
12. Coltex AB 4,013 4,013
13. Drougge, Christian 4,816 4,816
14. Ekman, John 3,010 3,010
15. Enander, Ulf 7,023 7,023
16. Farjkarlen Forvaltning AB 20,067 20,067
17. Guter, Werner 19,063 19,063
18. Hipshot AB 4,013 4,013
19. IT-Investment Ltd. 16,053 16,053
20. Johansson, Lars 4,013 4,013
21. Kempff, Joakim 4,013 4,013
22. Lindahl, Felix 29,097 29,097
23. Lundberg, Goran 23,077 23,077
24. Mannes Virtual Media Services 10,033 10,033
25. Miksche, Mattias 20,067 20,067
26. Nilsson, Olof 6,321 6,321
27. Nordstrand, Bjorn 18,060 18,060
28. Olsson, Jesper Jos 26,087 26,087
29. Rahmn, Jonas 8,327 8,327
30. Rinne, Jonas 15,251 15,251
31. Romney, Ola 30,100 30,100
32. Rubin, Joakim 2,006 2,006
33. Schumacher, Bjorn 7,023 7,023
34. Sigfridsson, Ulf 17,057 17,057
35. Stael Von Holstein, Johan 18,060 18,060
36. Svanstrom, Johan 15,050 15,050
37. Thulin, Anders 21,070 21,070
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
38. Unibank S.A. Luxembourg 30,100 30,100
39. VBS Securities 26,087 26,067
40. Wattin, John 66,222 66,222
41. Wendt, Ulrika 2,408 2,408
42. Wickstrom, Erik 22,074 22,074
43. Oberg, Bjorn 6,622 6,622
44. Bahri, Claes 5,016 5,016
45. Otter, Thomas von 4,013 4,013
46. Stockton Ltd. 6,020 6,020
47. Blom, Fredrik 1,003 1,003
48. Brenner, Ann-Mari 602 602
49. Brenner, Eva 602 602
50. Brenner, Lars 5,016 5,016
51. Bage, Fredrik 602 602
52. Erfelt, Fredrik 1,505 1,505
53. Falk, Henrik 1,003 1,003
54. Banque Carnegie Luxembourg 22,675 22,675
55. Karlin, Erik 3,010 3,010
56. Karlin, Peter 5,518 5,518
57. Klingberg, Jonas 1,103 1,103
58. Luuk, Kristian 8,026 8,026
59. Lindstrom, Oskar 8,026 8,026
60. Pladask AB 2,006 2,006
61. Rasin, Jacob 2,006 2,006
62. Rinne, Olof 802 802
63. Rundfelt, Sara 3,010 3,010
64. Secher, Sven 1,505 1,505
65. Stenfeldt Hansen, Lars 6,020 6,020
66. Thoren, Jan 1,003 1,003
67. Tisell, Martin 4,013 4,013
68. Tornqvist, Tobias 5,016 5,016
69. Quaestus Life Ltd. 7,224 7,224
70. Wolrath, Bjorn 12,040 12,040
71. Erik Penser Fondkommision 102,242 102,242
72. Miksche, Mattias 3,010 3,010
73. Lundblad, John 16,724 16,724
74. Mannes Virtual Media Services AB 16,724 16,724
75. Blom, Viveka 10,033 10,033
76. Villingstam, Robert 6,688 6,688
77. Edholm, Peter 6,688 6,688
78. Tidestad, Johan 3,345 3,345
79. Sundbrandt, Per 3,345 3,345
80. Wendt, Ulrika 6,688 6,688
81. Aden, Katarina 2,006 2,006
82. Ostlund, Johan 2,006 2,006
83. Nuhma, Linda 1,003 1,003
84. Strom, Lisa 668 668
--------- ---------
TOTAL 3,180,799 3,180,799
========= =========
</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 Company's outstanding shares of
Common Stock.
7
<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.
8
<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.
SEC registration fee $ 32,081
Legal fees and expenses 5,000
Accounting fees and expenses 5,000
Printing fees 5,000
Transfer agent fees 5,000
Miscellaneous fees and expenses $ 20,000
----------
Total $ 72,081
----------
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 Company'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 additio n, 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 11 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.
9
<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.
10
<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 23rd
day of November, 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 or her 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, November 23, 1999
- ------------------------- Chief Executive Officer
Christos M. Cotsakos and Director (Principal
Executive Officer)
/s/ Kathy Levinson President and Chief November 23, 1999
- ------------------------- Operating Officer
Kathy Levinson
/s/ Leonard C. Purkis Executive Vice President, November 23, 1999
- ------------------------- Finance and Administration,
Leonard C. Purkis and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Thomas A. Bevilacqua Executive Vice President, November 23, 1999
- ------------------------- Corporate Development
Thomas A. Bevilacqua, Esq. General Counsel and
Secretary (Principal
Executive Officer)
/s/ William A. Porter Chairman Emeritus November 23, 1999
- -------------------------
William A. Porter
/s/ Richard S. Braddock Director November 23, 1999
- -------------------------
Richard S. Braddock
/s/ Masayoshi Son Director November 23, 1999
- -------------------------
Masayoshi Son
/s/ William E. Ford Director November 23, 1999
- -------------------------
William E. Ford
/s/ George Hayter Director November 23, 1999
- -------------------------
George Hayter
/s/ Lewis E. Randall Director November 23, 1999
- -------------------------
Lewis E. Randall
/s/ Lester C. Thurow Director November 23, 1999
- -------------------------
Lester C. Thurow
/s/ Peter Chernin Director November 23, 1999
- -------------------------
Peter Chernin
11
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Index to Exhibits
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Exhibit
Number Exhibit Title
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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 11 of this Registration Statement)
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[BROBECK, PHLEGER & HARRISON LLP LETTERHEAD]
November 23, 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
3,180,799 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 3,180,799
shares of the Company's Common Stock (the "Shares"), as described in the
Company's Registration Statement on Form S-3 (the "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 that 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.
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 that hereafter may be brought to our attention and that 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,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this 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.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
San Jose, California
November 23, 1999
