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FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-44538
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.
_______________________________
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The date of this Prospectus is August 31, 2000
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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;
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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.
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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.
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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.
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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)
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<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>
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<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.
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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.
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