<PAGE>
As filed with the Securities and Exchange Commission on January 11, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
Michael C. Doran, 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 Maximum
Proposed 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
share......................... 3,869,666 $26.25 $101,578,732.50 $26,816.79
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
(1) The price of $26.25 was the average of the high and low prices of the
Common Stock on the Nasdaq National Market System on January 5, 2000, 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 to offer to buy +
+these securities in any jurisdiction where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JANUARY 11, 2000
PRELIMINARY PROSPECTUS
3,869,666 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 3,869,666 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 January 5, 2000, the average of the high and low price for the
Common Stock was $26.25.
-----------
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
<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 November 29, 1999, filed on November
29, 1999 in connection with E*TRADE Group's Annual Meeting of
Shareowners held on December 21, 1999;
3. Definitive Additional Materials, dated December 1, 1999, filed on
December 1, 1999 in connection with E*TRADE Group's Annual Meeting of
Shareowners held on December 21, 1999
4. 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
3
<PAGE>
5. 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. 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.
4
<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 3,869,666 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 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 U.K. (Holdings) Limited, an United Kingdom corporation
("E*TRADE U.K."), whereby E*TRADE U.K. 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 Section 4(2) and Regulation S thereof. The
Shares are being registered by the Company pursuant to the Offer Document,
dated December 8, 1999 by the Company and addressed to each of the
securityholders of E*TRADE U.K. (the "Offer Document").
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.
5
<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 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 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 December 21, 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.
6
<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 E*TRADE U.K. held a
license from the Company to use its trademarks and technology, and the fact
that the Company held a minority interest in E*TRADE U.K prior to E*TRADE U.K.
becoming a wholly-owned subsidiary of the Company as of December 21, 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. 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>
Jack Lang.................................. 273,885 273,885
Raymond Anderson........................... 120,125 120,125
TTP Limited................................ 80,083 80,083
Anthony Patrick Shearer.................... 66,735 66,735
Peter Wynn................................. 48,050 48,050
Margaret Wynn.............................. 48,050 48,050
Peter Dawe................................. 40,842 40,842
Sir Kenneth Warren......................... 32,674 32,674
Michael John Marshall...................... 151,357 151,357
Martin Kirk Jackson........................ 16,016 16,016
Andrew Hopper.............................. 16,016 16,016
ARC Partners Pension Scheme................ 16,016 16,016
ARC Partners Limited....................... 15,499 15,499
Tomas Carruthers........................... 14,415 14,415
Richard Alan Lines......................... 11,532 11,532
John B.H. Jackson.......................... 9,610 9,610
David Robinson............................. 4,805 4,805
Nicholas Ellis............................. 4,805 4,805
Prelude Technology Limited................. 3,844 3,844
Lady Elizabeth Warren...................... 3,363 3,363
John Constable............................. 2,522 2,522
Gavin Don.................................. 2,402 2,402
Andrew Harter.............................. 1,922 1,922
Alan Jones................................. 1,201 1,201
Dr. Ing Francesco Stajano.................. 961 961
Alan Chaney................................ 800 800
Harold F. Syfrig........................... 401 401
Sibyl Marshal.............................. 2,883 2,883
Anthony D.C.W. Marshall.................... 961 961
M.J. Marshall Charity Settlement........... 5,776 5,776
Air League Educational Trust............... 2,402 2,402
Providence Investment Company Limited...... 2,869,723 2,869,723
--------- ---------
TOTAL.................................... 3,869,666 3,869,666
========= =========
</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
Registrant'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.
<TABLE>
<S> <C>
SEC Registration fee.............................................. $26,817
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........................................................... $76,817
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the state of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided that such
officer or director acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors of the Registrant for violations of their fiduciary
duty. This provision eliminates each director's liability to the Registrant or
its stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
Article 5 of the Restated Bylaws of the Registrant provide for
indemnification of the officers and directors of the Registrant to the fullest
extent permitted by applicable law.
Item 16. Exhibits
<TABLE>
<C> <S>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
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).
</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.
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 11th
day of January, 2000.
E*TRADE GROUP, INC.
/s/ Leonard C. Purkis
By: _________________________________
Leonard C. Purkis
Administration, and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leonard C. Purkis 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Christos M. Cotsakos Chairman of the Board, January 11, 2000
______________________________________ Chief Executive Officer
Christos M. Cotsakos and Director (Principal
Executive Officer)
/s/ Kathy Levinson President and Chief January 11, 2000
______________________________________ Operating Officer
Kathy Levinson (Principal Executive
Officer)
/s/ Leonard C. Purkis Executive Vice President, January 11, 2000
______________________________________ Finance and
Leonard C. Purkis Administration, and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/ William A. Porter Chairman Emeritus and January 11, 2000
______________________________________ Director
William A. Porter
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard S. Braddock Director January 11, 2000
______________________________________
Richard S. Braddock
/s/ Masayoshi Son Director January 11, 2000
______________________________________
Masayoshi Son
/s/ William E. Ford Director January 11, 2000
______________________________________
William E. Ford
/s/ George Hayter Director January 11, 2000
______________________________________
George Hayter
/s/ Lewis E. Randall Director January 11, 2000
______________________________________
Lewis E. Randall
/s/ Lester C. Thurow Director January 11, 2000
______________________________________
Lester C. Thurow
/s/ Peter Chernin Director January 11, 2000
______________________________________
Peter Chernin
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
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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 II-3 of this Registration
Statement)
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EXHIBIT 5.1
January 11, 2000
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 3,869,666 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 3,869,666 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.
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,
/s/ Brobeck, Phleger & Harrison LLP
_____________________________________
BROBECK, PHLEGER & HARRISON LLP
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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
Deloitte & Touche LLP
San Jose, California
January 11, 2000
