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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 26, 2000
Commission File Number
000-26225
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WIT SOUNDVIEW GROUP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 13-3900397
(State or Other jurisdiction (I.R.S. Employer jurisdiction
of Incorporation or Organization) Industrial Identification Number)
826 BROADWAY, NEW YORK, NEW YORK 10003 (Address of
Principal Executive Offices) (Zip Code)
(212) 253-4400
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On September 26, 2000, Wit SoundView Group, Inc. ("Wit SoundView") announced
that it reached an agreement with E*TRADE Group, Inc. ("E*TRADE") to expand
their strategic alliance. The expanded strategic alliance includes increased
duration of exclusivity, increased volume of trading flow to Wit SoundView
and enhanced international opportunities. Reference is made to the Wit
SoundView press release dated September 26, 2000, which is attached as an
Exhibit, for more information on the expanded strategic alliance. On May 15,
2000 Wit SoundView announced its initial strategic alliance agreement with
E*TRADE which provided Wit SoundView with the exclusive right to distrubute
IPO's, follow-on offerings and other investment banking products to E*TRADE's
customers for three years. Under the amended strategic alliance, this
exclusivity period has been increased to five years. Wit SoundView also
announced that it was going to transfer the accounts of its online retail
brokerage customers of its subsidiary, Wit Capital Corporation, to E*TRADE.
E*TRADE will receive approximately four million shares and warrants to
purchase an additional two million shares, one million of which will be
exercisable if the exclusivity provisions of the agreement continue through
the third anniversary of the closing of the merger and the second one million
if such provisions are also exclusive through the fourth anniversary of the
closing of the merger. Wit SoundView has also signed a definitive agreement
to acquire 100 percent of the outstanding shares of E*OFFERING Corp. by
merger of E*OFFERING into a Wit SoundView subsidiary. As consideration for
this merger, Wit SoundView will issue and reserve for issuance upon exercise
of E*OFFERING warrants and options, an aggregate of up to 28,486,247 newly
issued Wit SoundView shares and options. Completion of the transaction is
contingent on Wit SoundView shareholder approval, regulatory approval and
other customary closing conditions. In addition to the shares received in
connection with the sale of E*OFFERING, E*TRADE and General Atlantic
Partners, the two largest shareholders of E*OFFERING, will each purchase an
additional two million shares of Wit SoundView stock on the closing for
aggregate consideration of 41 million dollars.
Certain statements in this report on Form 8-K constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause Wit SoundView's actual
results, performance or achievements, or those of the industry in which it
operates, to be materially different from any expected future results,
performance or achievements expressed or implied in these forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to, those economic factors that affect the
market for capital raising, including initial public offerings and those
factors discussed in the Registration Statement of Wit SoundView's initial
public offering of common stock, the Registration Statement filed in
connection with Wit Capital Group, Inc.'s merger with SoundView Technology
Group, Inc, the Registration Statement filed in connection with the proposed
merger with E*OFFERING, and in periodic reports filed from time to time with
the Securities and Exchange Commission.
ITEM 7. EXHIBITS
99.1 Press release dated September 26, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Wit SoundView Group, Inc.
Dated: September 28, 2000
By: /s/ ROBERT H. LESSIN
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Robert H. Lessin
Chief Executive Officer
