<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 1999
------------------------------
E*TRADE Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 1-11921 94-2844166
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Four Embarcadero Place, 2400 Geng Road, Palo Alto, California 94303
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 842-2500
----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2 ACQUISITION OR DISPOSITION OF ASSETS
- ------ ------------------------------------
On March 28, 1999, E*TRADE Group, Inc. ("E*TRADE") entered into an
agreement with ClearStation, Inc., a California corporation ("ClearStation"),
pursuant to which Crystal Acquisition Corporation, a wholly owned subsidiary of
E*TRADE, will be merged with and into ClearStation, with ClearStation continuing
as the surviving entity and as a wholly owned subsidiary of E*TRADE. The
securityholders of ClearStation will receive an aggregate of 469,536 shares of
E*TRADE common stock in the merger. The amount of such consideration was
determined based upon arm's-length negotiations between E*TRADE and
ClearStation. The purpose of the acquisition is to extend E*TRADE's reach as a
provider of financial new media. The acquisition is subject to the satisfaction
of certain conditions and is intended to be accounted for as a pooling of
interests.
On March 29, 1999, the Registrant issued a press release announcing
the agreement to acquire ClearStation, Inc., a copy of which is filed herewith
as Exhibit 99.1.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS
- ------ ---------------------------------
(a) Financial Statements of Business Acquired.
-----------------------------------------
The financial statements required by part (a) of Item 7 relating to
the acquired business referred to in Item 2 above are not currently available.
The required financial statements will be filed in an amendment to this Current
Report under cover of Form 8-K/A as soon as practicable, but not later than June
14, 1999, which is the first business day 60 days after the date that this
Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
-------------------------------
The pro forma financial information required by part (b) of Item 7 for
the acquisition transaction described in Item 2 above is not currently
available. The required pro forma financial information will be filed in an
amendment to this Current Report under cover of Form 8-K/A as soon as
practicable, but not later than June 14, 1999, which is the first business day
60 days after the date that this Current Report on Form 8-K is required to be
filed.
(c) Exhibits. The following document is filed as an exhibit to this
--------
report:
99.1 Press Release, dated March 29, 1999, issued by E*TRADE
Group, Inc. announcing the agreement to acquire
ClearStation, Inc.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
E*TRADE Group, Inc.
(Registrant)
Date: April 12, 1999 By: /s/ Leonard C. Purkis
----------------------------------
Leonard C. Purkis
Executive Vice President and Chief
Financial Officer
3
<PAGE>
EXHIBITS INDEX
--------------
Exhibit Description
------- -----------
99.1 Press Release, dated March 29, 1999, issued by E*TRADE
Group, Inc. announcing the agreement to acquire
ClearStation, Inc.
<PAGE>
Page 1 of 3
Exhibit 99
Monday March 29, 1:12 p.m. Eastern Time
Company Press Release
SOURCE: E*TRADE Group, Inc.
E*TRADE to Acquire ClearStation
ClearStation.com to Extend E*TRADE's Reach into Digital Financial Media; Offers
Investment Ideas, Analysis, Education & Community Discussion
PALO ALTO, Calif. (March 29, 1999) - In a move intended to extend its reach as a
provider of financial new media, E*TRADE Group Inc. (NASDAQ: EGRP) today
announced the acquisition of ClearStation Inc. (www.clearstation.com), a
leading-edge financial media web site that integrates technical and fundamental
analysis with community discussion to offer investors compelling investment
ideas, analysis and opinion. ClearStation will be operated as a subsidiary of
E*TRADE Group through an independent web site. Financial details of the
acquisition were not disclosed. The transaction is being effected through an
issuance of E*TRADE shares and is anticipated to be accounted for as a pooling
of interest transaction. The transaction is subject to approval by the
shareholders of ClearStation and is expected to close within the next 30 days.
"E*TRADE's objective is to become more than a market leader in online investing
services," said Christos M. Cotsakos, chairman and chief executive officer of
E*TRADE Group. "Our goal is to become a premier digital financial media company.
With a top-rated web site, exceptional talent and a proprietary technology
platform, ClearStation represents another important step in executing on our new
media strategy and in building our interactive financial media properties."
"As individual investors increasingly move to investing online, their power has
become a new force in today's global financial markets. We view ClearStation,
with its high-caliber member base, as another way for E*TRADE to unite this
important shared interest group," added Cotsakos. "ClearStation is already
building an exciting high-quality online financial community by offering
independent investors a destination where they can freely meet, openly discuss
market issues, exchange ideas and access proprietary investment content and
tools. The value that ClearStation offers will help to further differentiate
E*TRADE as a leading financial destination for the millions of investors who are
projected to move online in the coming years."
"This acquisition allows ClearStation to become part of one of the most dynamic
organizations in the new age of electronic financial services and digital
media," said Kris Skrinak, president and chief executive officer of
ClearStation. "Our combination with E*TRADE provides ClearStation with
tremendous brand association and the potential to reach a global base of
independent investors who turn to E*TRADE and its international affiliates for
financial content and services."
Since the launch of Destination E*TRADE and its public site strategy in
September 1998, E*TRADE has significantly expanded the digital content available
on its site, offering free access to a rich
<PAGE>
Page 2 of 3
assortment of tools, financial transactions, including mutual funds and bonds,
news and analysis. E*TRADE is now the most visited web site operated by an
online financial services company. Its Internet audience exceeded the combined
reach of Charles Schwab & Co. and Ameritrade in February 1999, according to
Media Metrix/TM/, which measures the popularity of leading sites.
Launched in July 1998, the ClearStation web site has quickly developed into a
leading online financial community. ClearStation estimates that it has
approximately 90,000 registered members. The company's free, ad-supported site
offers its members a proprietary three-point approach to investing that combines
technical analysis with core elements of fundamental analysis, and input from
the ClearStation community of investors.
The site also offers a wide variety of innovative tools to support investment
decisions. For example, members have access to an automated trend detection
system that scans the market throughout the day to create dynamic lists of
stocks that are entering price action trends or are experiencing fundamental
events such as earnings surprises.
ClearStation members can track multiple portfolios and monitor the stock
portfolios of designated ClearStation members to discover the community's stars
and to find valuable investment insight. Members also can openly discuss
individual stocks, trading strategies and other timely investment topics in
ClearStation's member discussion areas. ClearStation's Education content is
designed to demystify investing by focusing on the ins and outs of price action,
trading strategies, portfolio and risk management.
About E*TRADE
A leading branded provider of online investing services, E*TRADE has established
a popular destination Web site for self-directed investors. The company offers
independent investors the convenience and control of automated stock, options
and mutual funds order placement at low commission rates. In addition, E*TRADE
has a suite of value-added products and services that can be personalized,
including portfolio tracking, real-time stock quotes, Smart Alerts, market
commentary and analysis, news, investor community areas and other information
services.
E*TRADE was the first securities and financial services company to be awarded
the CPA WebTrust seal of assurance by the American Institute of Certified Public
Accountants (AICPA). In the fourth quarter of 1998, the E*TRADE web site was
named the No. 1 online investing site in an international survey of the
industry's top 20 Internet brokerage firms by Lafferty Information and Research
Group, a global provider of high-value and business information research.
Investors can access E*TRADE at www.etrade.com on the Internet and through many
other electronic channels and online services, including AOL (Keyword: E*TRADE)
and via the TELE*MASTER interactive telephone system. E*TRADE Securities Inc.
(Member NASD/SIPC), and its parent company, E*TRADE Group Inc., are
headquartered in Palo Alto, Calif.
About ClearStation
Nominated for a 1999 Webby Award, ClearStation integrates technical and
fundamental analysis with community discussion to offer compelling investment
ideas, analysis and opinion throughout each market day. Additional site features
include robust charting tools, portfolio management, stock screening, event
tracking, and in-depth news and research. The San Francisco-based company,
founded in November 1997, is privately funded. The ClearStation Web site was
launched in July 1998. For more information about ClearStation, call Dan Dement,
public relations director, ClearStation, (415) 283-2590, ext. 25. ClearStation
membership is free to investors at http://www.clearstation.com.
Important Notice
<PAGE>
Page 3 of 3
E*TRADE is a registered trademark of the Company. All other Trademarks are
properties of their respective owners. The statements contained in this news
release that are forward-looking are based on current expectations that are
subject to a number of uncertainties and risks, and actual results may differ
materially. The uncertainties and risks include, but are not limited to, changes
in market activity, market acceptance of the new E*TRADE destination Web site,
anticipated increases in the rate of new customer acquisition, the conversion of
new visitors to the site to customers, seasonality, the development of new
products and services, the enhancement of existing products and services,
competitive pressures (including price competition), system failures, economic
and political conditions, changes in consumer behavior and the introduction of
competing products having technological and/or other advantages. Further
information about these risks and uncertainties can be found in the information
included in the annual report filed by the Company with the SEC on Form 10-K
(including information under the caption "Risk Factors") and quarterly reports
on Form 10-Q.
SOURCE: E*TRADE Group, Inc.
- ---------------------------
