Registration No. 333-_______________
As filed with the Securities and Exchange Commission on November 20, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERITRADE HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
47-0642657
(I.R.S. Employer Identification No.)
4211 South 102nd Street, Omaha, Nebraska 68127
(Address of Principal Executive Offices) (Zip Code)
AMERITRADE HOLDING CORPORATION
1996 DIRECTORS INCENTIVE PLAN
(Full Title of the Plan)
Robert T. Slezak
Ameritrade Holding Corporation
4211 South 102nd Street
Omaha, Nebraska 68127
(Name and Address of Agent for Service)
(402) 331-7856
(Telephone Number, Including Area Code, of Agent For Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to Be to Be Price Per Offering Registration
Registered Registered Share 1/ Price 1/ Fee
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<S> <C> <C> <C> <C>
Class A Common
Stock, $.01
par value 80,000 Shares $23.4375 $1,875,000 $568.18
===============================================================================
1/ In accordance with Rule 457(h)(1), the offering price of the Class
A Common Stock was computed upon the basis of the average of the
high and low sale prices of the shares of Class A Common Stock on
the Nasdaq National Market on November 13, 1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by
Ameritrade Holding Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) The Company's Prospectus filed with the Commission on
February 26, 1997 as part of its Registration Statement
on Form S-1 (File No. 333-17495) (the "S-1 Registration
Statement") under the Securities Act of 1933, as amended
(the "Securities Act"); and
(b) The description of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Stock"), contained
in the Company's Registration Statement on Form 8-A filed
with the Commission on February 21, 1997 under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the provisions of the Delaware General Corporation Law
(the "DGCL"), the Company has adopted provisions in its Certificate of
Incorporation and Bylaws, which (i) require the Company to indemnify its
directors and officers to the fullest extent permitted by law and (ii)
eliminate the personal liability of its directors of the Company or its
stockholders for monetary damages for breach of their duty of due care,
except (a) for any breach of the duty of loyalty; (b) for acts or omissions
not in good faith or which involve intentional misconduct or knowing
violations of law; (c) for liability under Section 174 of the DGCL
(relating to certain unlawful dividends, stock repurchases or stock
redemptions); or (d) for any transaction from which the director derived
any improper personal benefit.
The Company also maintains insurance on its directors and
officers, which covers liabilities under the federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) 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;
(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;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in
a post-effective amendment by those
paragraphs is contained in periodic reports
filed with or furnished to the Commission
by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are
incorporated by reference 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.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) 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
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
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of Nebraska, on
November 20, 1997.
AMERITRADE HOLDING CORPORATION
By: /s/ J. Joe Ricketts
--------------------------
J. Joe Ricketts
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints J. Joe Ricketts and Robert T. Slezak, or either of them, such
person's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on November 20, 1997.
/s/ J. Joe Ricketts
----------------------
J. Joe Ricketts
Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert T. Slezak
---------------------
Robert T. Slezak
Director, Chief Financial Officer,
Vice President and Treasurer
(Principal Financial and Accounting Officer)
/s/ Joseph A. Konen
---------------------
Joseph A. Konen
Director, President and Chief Operating Officer
/s/ Gene L. Finn
---------------------
Gene L. Finn
Director
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/s/ Thomas Y. Hartley
----------------------
Thomas Y. Hartley
Director
/s/ Charles L. Marinaccio
-------------------------
Charles L. Marinaccio
Director
/s/ Mark L. Mitchell
-----------------------
Mark L. Mitchell
Director
/s/ John W. Ward
----------------------
John W. Ward
Director
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EXHIBIT INDEX
Exhibit Description
4.1 Form of Certificate for Class A Stock (filed as
Exhibit Number 4.1 to the S-1 Registration Statement,
and incorporated herein by reference).
4.2 Ameritrade Holding Corporation 1996 Directors
Incentive Plan (filed as Exhibit Number 10.31 to the
S-1 Registration Statement, and incorporated
herein by reference).
5.1 Opinion of Mayer, Brown & Platt.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Mayer, Brown & Platt (included in
Exhibit 5.1).
24.1 Powers of Attorney (appear on the signature page
of this Registration Statement).
November 20, 1997
AMERITRADE HOLDING CORPORATION
4211 South 102nd Street
Omaha, Nebraska 68127
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration of
certain shares of Class A Common Stock, $.01 par value per share (the
"Shares"), of Ameritrade Holding Corporation, a Delaware corporation (the
"Company"), to be issued by the Company pursuant to the Ameritrade Holding
Corporation 1996 Directors Incentive Plan (the "Plan"), as more fully set
forth in the Registration Statement on Form S-8 filed by the Company with
the Securities and Exchange Commission on the date hereof (the
"Registration Statement").
In rendering the opinions expressed herein, we have examined and
relied upon such documents, corporate records, certificates of public
officials and certificates as to factual matters executed by officers of
the Company as we have deemed necessary or appropriate. We have assumed the
authenticity, accuracy and completeness of all documents, records and
certificates submitted to us as originals, the conformity to the originals
of all documents, records and certificates submitted to us as copies and
the authenticity, accuracy and completeness of the originals of all
documents, records and certificates submitted to us as copies. We have also
assumed the legal capacity and genuineness of the signatures of persons
signing all documents in connection with which the opinions expressed
herein are rendered.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We are admitted to practice law in the State of Illinois and we
express no opinions as to matters under or involving any laws other than
the laws of the State of Illinois, the federal laws of the United States of
America and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to all references to this firm in the
Registration Statement.
Very truly yours,
/s/ MAYER, BROWN & PLATT
-------------------------
MAYER, BROWN & PLATT
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Ameritrade Holding Corporation on Form S-8 of our report dated
November 1, 1996, (January 23, 1997 as to Note 11) appearing in Registration
Statement No. 333-17495 on Form S-1 of Ameritrade Holding Corporation for
the year ended September 27, 1996.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Omaha, Nebraska
November 20, 1997
