<PAGE>
As filed with the Securities and Exchange Commission on August 25, 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.
Richard C. Leska, Esq.
Alexander C. Chen, 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 Amount
Class of Securities to Be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
to be Registered Registered Offering Price Per Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share 230,447 $16.75 $3,859,987.25 $1,019.04
====================================================================================================================================
</TABLE>
(1) The price of $16.75 was the average of the high and low prices of the Common
Stock on the Nasdaq National Market System on August 18, 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 an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED August 25, 2000
PRELIMINARY PROSPECTUS
230,447 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 230,447 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 August 18, 2000, the average of the high and low price
for the Common Stock was $16.75.
_______________________________
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 , 2000
<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, as amended by the Company's
Annual Report on Form 10-K/A, filed on April 17, 2000;
2. E*TRADE Group's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999, filed on February 14, 2000, as amended by the Company's
Quarterly Report on Form 10-Q/A, filed on April 17, 2000;
3. E*TRADE Group's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed on May 15, 2000;
4. E*TRADE Group's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed on August 14, 2000;
5. Definitive Proxy Statement, dated January 28, 1999, filed on
January 28, 1999 in connection with E*TRADE Group's 1999 Annual Meeting of
Stockholders;
2
<PAGE>
6. 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;
7. E*TRADE Group's Current Reports on Form 8-K filed on January 27,
2000, April 17, 2000, June 20, 2000 and July 18, 2000; and
8. 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.
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 230,447 shares
of Common Stock, par value of $0.01 per share (the "Shares"), on behalf of
certain selling stockholders. The Company will receive no proceeds from this
offering. The Shares may be offered by certain stockholders of the Company or
by pledgees, donees, transferees or other successors in interest that receive
such Shares as a gift, partnership distribution or other non-sale related
transfer (the "Selling Stockholders"). All of the Shares were originally issued
by the Company in connection with the merger of Electronic Investing Corporation
("EIC"), a Delaware corporation, with and into Canopy Acquisition Corp. ("Canopy
Acquisition"), a wholly-owned subsidiary of the Company, with Canopy Acquisition
being the surviving corporation (the "Merger"). The Shares were issued pursuant
to exemptions from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), provided by Section 4(2) thereof. The Shares
are being registered by the Company pursuant to the Agreement and Plan of
Reorganization, dated as of July 31, 2000, by and among the Company, Canopy
Acquisition and EIC (the "Agreement and Plan of Reorganization").
The Selling Stockholders will act independently of the Company in
making decisions with respect to the timing, manner and size of each sale. Such
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker-dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers and (e) in privately negotiated transactions. To the extent
required, this Prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to
participate in the resales.
In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers.
In connection with such transactions, broker-dealers may engage in short sales
of the Shares in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell Shares short and redeliver
the Shares to close out such short positions. The Selling Stockholders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Stockholder may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned or upon a
default the broker-dealer may effect sales of the pledged shares pursuant to
this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale. Such broker-dealers or agents and any
other participating broker-dealers or the Selling Stockholders may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales and any such commission, discount or concession may
be deemed to be underwriting discounts or commissions under the Securities Act.
In addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
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.
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. 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.
The Selling Stockholders 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 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 will indemnify the Selling Stockholders against
claims arising out of any untrue statement of a material fact contained in this
Registration Statement or any omission to state therein a material fact
necessary in order to make the statement made therein.
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 July 31, 2001. 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 as indicated, 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>
Asylum - NY 3,384 3,384
Ben Phillipps 6,768 6,768
Brian Zywiciel 325 325
BSC Ventures I, LLC 1,822 1,822
Burton Malkiel 1,822 1,822
Carlo Vicino 1,301 1,301
Charles Nance 1,431 1,431
Charlie Kennedy 520 520
Colby Penzone 1,952 1,952
Dave Gemmer 1,366 1,366
David Hess 2,473 2,473
Elaine Starling 911 911
Emmanuel Olympia 1,171 1,171
Eric Johnson 1,301 1,301
Erin O'Rourke 6,768 6,768
Frank Kane 2,343 2,343
Frank Martinez 13,275 13,275
Frank Maynard 1,171 1,171
Fred Winograd 520 520
Henry Alexander 4,686 4,686
James King 260 260
Jeff Baum 1,171 1,171
Jerome S. Markowitz 4,402 4,402
Ken Coit 12,142 12,142
Ken Zeleny 4,165 4,165
Kevin Carter 50,181 50,181
Kevin Cieslak 4,610 4,610
Kym Ryan 781 781
Larry Sikon 2,603 2,603
Laurie McLean 130 130
Lisa Stone 650 650
Mark Carter 6,071 6,071
Matt Tolmach 1,821 1,821
Method 2,603 2,603
Michael Thomas 1,171 1,171
Nan Budinger 390 390
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
OHS 1,041 1,041
Peter Burton 130 130
Robert Brosamer 5,206 5,206
Robyn Kagy 650 650
Roger Enright 130 130
Romeo Gojo 1,041 1,041
Ryan Randall 42,859 42,859
Sam Scott Miller 260 260
Scott Gemmer 1,366 1,366
Scott Kenny 4,621 4,621
Stan Jones 6,071 6,071
Steve Linder 13,017 13,017
Tom Burkhart 325 325
Valentin Melamed 1,171 1,171
Virginia O'Neil 911 911
Will Winklestein 185,256 (2) 1,301
William Bennett 1,821 1,821
William Cahill 65 65
TOTAL 414,402 230,447
</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.
(2) Includes options to purchase 111,420 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 consolidated financial statements of E*TRADE Group, Inc. as of
September 30, 1999 and 1998, and for each of the years in the three-year period
ended September 30, 1999, incorporated by reference in this Prospectus, which is
included in this Registration Statement of E*TRADE Group, Inc. on Form S-3, from
E*TRADE Group, Inc.'s Annual Report on Form 10-K/A 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. Insofar as the
report of Deloitte & Touche LLP relates to the amounts included for Telebanc
Financial Corporation for 1999 and 1998, it is based solely on the report of
Arthur Andersen LLP, independent auditors; such reports being incorporated by
reference herein, and have been so incorporated in reliance upon the reports of
such firms given upon their authority as experts in auditing and accounting.
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 $ 1,020
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 5,000
Printing Fees 5,000
Transfer Agent Fees 5,000
Miscellaneous 20,000
-------
Total $51,020
=======
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the Delaware General
Corporation Law (the "DGCL") empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any such action, suit or proceeding referred to in
subsections (a) and (b) of Section 145 or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that the
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights which the indemnified party may be entitled; that indemnification
provided by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of the director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or
9
<PAGE>
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eleventh of the registrant's Charter provides that, to the fullest
extent permitted by the DGCL as the same exists or as it may hereafter be
amended, no director of the registrant shall be personally liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director.
Article Tenth of the registrant's Certificate of Incorporation,
as amended, provides that, to the fullest extent permitted by the DGCL, as the
same exists or as it may hereafter be amended, no director of the registrant
shall be personally liable to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.
Article 5 of the registrant's Bylaws further provides that the
registrant shall, to the maximum extent and in the manner permitted by the DGCL,
indemnify each of its directors and officers against expenses (including
attorneys' fees), judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding, arising by reason of the
fact that such person is or was an agent of the registrant.
The registrant has entered into indemnification agreements with
each of its directors and executive officers.
The registrant maintains officers' and directors' liability
insurance.
Item 16. Exhibits
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto).
23.3 Consent of Independent Accountants.
24.1 Power of Attorney (included on page 12 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; and
(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
10
<PAGE>
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.
11
<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 25th day of August 2000.
E*TRADE GROUP, INC.
By: /s/ Christos M. Cotsakos
-----------------------------------------
Christos M. Cotsakos
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of E*TRADE Group, Inc., a
Delaware corporation, do hereby constitute and appoint Brigitte VanBaelen,
Theodore J. Theophilos and Leonard C. Purkis, and each one of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Christos M. Cotsakos Chairman of the Board and Chief Executive August 25, 2000
------------------------- Officer (Principal Executive Officer)
Christos M. Cotsakos
/s/ Leonard C. Purkis Chief Financial Officer (Principal August 25, 2000
------------------------- Financial and Accounting Officer)
Leonard C. Purkis
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C>
/s/ William A. Porter
-------------------------
William A. Porter Chairman Emeritus August 25, 2000
-------------------------
David C. Hayden Director August 25, 2000
/s/ William E. Ford
-------------------------
William E. Ford Director August 25, 2000
/s/ George Hayter
-------------------------
George Hayter Director August 25, 2000
/s/ Lewis E. Randall
-------------------------
Lewis E. Randall Director August 25, 2000
/s/ Masayoshi Son
-------------------------
Masayoshi Son Director August 25, 2000
/s/ Lester C. Thurow
-------------------------
Lester C. Thurow Director August 25, 2000
/s/ Peter Chernin
-------------------------
Peter Chernin Director August 25, 2000
</TABLE>
13
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Exhibit Title
-------------
<TABLE>
<CAPTION>
<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Independent Auditors' Consent.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1 hereto).
23.3 Consent of Independent Accountants.
24.1 Power of Attorney (included on page 12 of this Registration Statement).
</TABLE>
14
