SEC Info - E Trade Financial Corp - ‘S-2MEF’ on 8/16/96

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E Trade Financial Corp – ‘S-2MEF’ on 8/16/96

As of: Friday, 8/16/96 · Effective: 8/16/96 · Accession #: 950109-96-5383 · File #s: 333-05525, 333-10293

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/16/96  E Trade Financial Corp            S-2MEF      8/16/96    1:14K                                    Donnelley R R & S… 01/FA

Registration of Additional Securities — Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2MEF      Form 462                                               9     32K 

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996 
                                                 REGISTRATION NO. 333-
------------------------------------------------------------------------------- 
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
---------------   
FORM S-1  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  
---------------   
E*TRADE GROUP, INC. 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  

DELAWARE                       6211                    94-2844166   
(STATE OR OTHER        (PRIMARY STANDARD INDUSTRIAL     (I.R.S. EMPLOYER    
JURISDICTION OF         CLASSIFICATION CODE NUMBER)    IDENTIFICATION NO.)  
INCORPORATION OR                                                            
ORGANIZATION)                                                             

FOUR EMBARCADERO PLACE  
2400 GENG ROAD  
PALO ALTO, CA 94303 
(415) 842-2500  
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 
---------------   
CHRISTOS M. COTSAKOS  
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
E*TRADE GROUP, INC. 
FOUR EMBARCADERO PLACE  
2400 GENG ROAD  
PALO ALTO, CA 94303 
(415) 842-2500  
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA 
CODE, OF AGENT FOR SERVICE) 
---------------   
COPIES TO:  
THOMAS A. BEVILACQUA                    KENNETH L. GUERNSEY     
THOMAS J. LIMA                         KARYN R. SMITH     
   VALERIE J. HORWITZ              COOLEY GODWARD CASTRO HUDDLESON &
BROBECK, PHLEGER & HARRISON LLP                     TATUM                 
ONE MARKET, SPEAR STREET TOWER         ONE MARITIME PLAZA, 20TH FLOOR     
SAN FRANCISCO, CA 94105                SAN FRANCISCO, CA 94111    
(415) 442-0900                         (415) 693-2000     
---------------   
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS 
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.            
---------------   
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 check the following box. [_]                                               
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. [X] 333-05525           
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 

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                                                        [Enlarge/Download Table]

 TITLE OF EACH CLASS OF     AMOUNT     PROPOSED MAXIMUM  PROPOSED MAXIMUM                      
    SECURITIES TO BE         TO BE     OFFERING PRICES  AGGREGATE OFFERING    AMOUNT OF        
       REGISTERED        REGISTERED(1)   PER SHARE(2)        PRICE(2)      REGISTRATION FEE    
-----------------------------------------------------------------------------------------------
                                                                                               
Common Stock, par value                                                                        
 $.01 per share.........   1,150,000        $10.50         $12,075,000          $4,164         
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

(1) Includes 150,000 shares which the Underwriters have the option to purchase  
to cover over-allotments, if any.                                         
(2) Estimated solely for the purpose of computing the registration fee.         
---------------   
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 WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS           
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES    
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.   

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EXPLANATORY NOTE  

In accordance with General Instruction V to Form S-1 and Rule 462(b)        
promulgated under the Securities Act of 1933, as amended, incorporated by       
reference herein in its entirety is the Registration Statement on Form S-1      
(File No. 333-05525) of E*TRADE Group, Inc. which was declared effective by     
the Securities and Exchange Commission on August 15, 1996.                      

2 

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EXHIBITS.                                                                       

The following exhibits are filed herewith:                                  

                                                                [Download Table]

EXHIBIT                                                              
NUMBER    DOCUMENT DESCRIPTION                                       
-------   --------------------                                       
                                                                     
  5.1     Opinion of Brobeck, Phleger & Harrison LLP (see page II-4).
 23.1     Consent of Independent Auditors (see page II-5).           
 23.2     Consent of Counsel (included in Exhibit 5.1).              
 24.1     Power of Attorney (see page II-6).                         

II-1

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant  
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in the City of Palo Alto, State of      
California on this 15th day of August 1996.                                     

                       E*TRADE Group, Inc.

                                        /s/ Christos M. Cotsakos
                                         By___________________________________
                                        Christos M. Cotsakos
                                         President
                                         and Chief Executive Officer

 Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the 
dates indicated:                                                                

       SIGNATURE                         TITLE                DATE

       * William A. Porter            Chairman of the        August 15, 1996
-------------------------------------    Board                                  
William A. Porter                                           

    /s/ Christos M. Cotsakos          President and Chief    August 15, 1996
-------------------------------------    Executive Officer                      
Christos M. Cotsakos             (principal                     
                    executive officer)

      * Stephen C. Richards           Chief Financial        August 15, 1996
-------------------------------------    Officer (principal                     
Stephen C. Richards             financial and                 
                     accounting officer)

      * Richard S. Braddock           Director               August 15, 1996
-------------------------------------                                           
Richard S. Braddock                                           

        * William E. Ford             Director               August 15, 1996
-------------------------------------                                           
William E. Ford                                           

         * George Hayter              Director               August 15, 1996
-------------------------------------                                           
George Hayter                                           

II-2

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       SIGNATURE                         TITLE                DATE

          * Keith Petty                     Director         August 15, 1996
-------------------------------------                                           
Keith Petty                                           

       * Lewis E. Randall                   Director         August 15, 1996
-------------------------------------                                           
Lewis E. Randall                                            

       * Lester C. Thurow                   Director         August 15, 1996
-------------------------------------                                           
Lester C. Thurow                                            

/s/ Christos M. Cotsakos                                          
*By _________________________________                                           
Christos M. Cotsakos                                          
(Attorney-in-fact)                                          

II-3

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                                                                   EXHIBIT 5.1

Brobeck, Phleger & Harrison LLP 
One Market  
Spear Street Tower  
San Francisco, CA 94105 
Telephone: (415) 442-0900 
Facsimile: (415) 442-1010 

August 15, 1996 

E*TRADE Group, Inc.                                                             
Four Embarcadero Place                                                          
2400 Geng Road                                                                  
Palo Alto, CA 94303                                                             

Ladies and Gentlemen:                                                           

We have acted as counsel to E*TRADE Group, Inc., a Delaware corporation (the
"Company"), in connection with the registration of 1,150,000 shares of Common   
Stock (the "Shares") (including an over-allotment of 150,000 shares), offered   
by the Company, filed with the Securities and Exchange Commission under the     
Securities Act of 1933, as amended (the "Registration Statement") pursuant to   
Rule 462(b) promulgated under the Securities Act of 1933, as amended. The       
Shares are to be sold pursuant to an Underwriting Agreement to be entered into  
among the Company, certain selling stockholders, Robertson, Stephens & Company  
LLC, Hambrecht & Quist LLC, and Deutche Morgan Grenfell/C. J. Lawrence Inc.,    
as representatives of the several underwriters (the "Representatives") named    
in such Underwriting Agreement (the "Underwriting Agreement").                  

In connection with this opinion, we have (i) examined and relied upon the   
Registration Statement and related Prospectus, the Company's Restated           
Certificate of Incorporation filed with the Secretary of State of the State of  
Delaware, the Company's Restated Bylaws and the originals or copies certified   
to our satisfaction of such records, documents, certificates, memorandum or     
other instruments as in our judgment are necessary or appropriate to enable us  
to render the opinion expressed below and (ii) assumed that the Shares will be  
sold by the underwriters at a price determined through negotiations among the   
Company, representatives of the selling stockholders and the Representatives.   

On the basis of the foregoing, and in reliance thereon, we are of the       
opinion that the Shares have been duly authorized, and when sold and issued by  
the Company in accordance with the terms of the Underwriting Agreement, will    
be 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.                  

It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.     

                         Very truly yours,

                                           /s/ Brobeck, Phleger & Harrison LLP
                                           -----------------------------------
                                       BROBECK, PHLEGER & HARRISON LLP

II-4  

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                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT 

We consent to the incorporation by reference in this Registration Statement 
on Form S-1 of our report dated November 20, 1995 (July 19, 1996 as to Note     
10), appearing in the Prospectus, which is part of Registration Statement No.   
333-05525 on Form S-1 of E*TRADE Group, Inc.                                    

We also consent to the reference to us under the heading "Experts" in such  
Prospectus, which is part of this Registration Statement.                       

DELOITTE & TOUCHE LLP                                                           

San Francisco, California                                                       
August 15, 1996                                                                 

II-5

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                                                                  EXHIBIT 24.1

POWER OF ATTORNEY 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Christos M. Costsakos,    
Wayne H. Heldt and Stephen C. Richards and each one of them, his attorneys-in-  
fact, each with the power of substitution, for him in any and all capacities,   
to sign any and all amendments to this Registration Statement (including post-  
effective amendments), or any Registration Statement for the same offering      
that is to be effective upon filing pursuant to Rule 462(b) under the           
Securities Act of 1933, as amended, and to file the same, with exhibits         
thereto and other documents in connection therewith, with the Securities and    
Exchange Commission, hereby ratifying and confirming all that each of said      
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue     
hereof.                                                                         

Pursuant to the requirements of the Securities Act of 1933, this            
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated:                                          

       SIGNATURE                        TITLE                 DATE

     /s/ William A. Porter          Chairman of the           June 7, 1996
-------------------------------------   Board                                   
William A. Porter                                           

   /s/ Christos M. Cotsakos         President and Chief       June 7, 1996
-------------------------------------   Executive Officer                       
Christos M. Cotsakos            (principal                      
                  executive officer)

    /s/ Stephen C. Richards         Chief Financial           June 7, 1996
-------------------------------------   Officer (principal                      
Stephen C. Richards            financial and                  
                   accounting officer)

    /s/ Richard S. Braddock         Director                  June 7, 1996
-------------------------------------                                           
Richard S. Braddock                                           

      /s/ William E. Ford           Director                  June 7, 1996
-------------------------------------                                           
William E. Ford                                           

       /s/ George Hayter            Director                  June 7, 1996
-------------------------------------                                           
George Hayter                                           

        /s/ Keith Petty             Director                  June 7, 1996
-------------------------------------                                           
Keith Petty                                           

     /s/ Lewis E. Randall           Director                  June 7, 1996
-------------------------------------                                           
Lewis E. Randall                                            

     /s/ Lester C. Thurow           Director                  June 7, 1996
-------------------------------------                                           
Lester C. Thurow                                            

II-6  

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                            
NUMBER                      DOCUMENT DESCRIPTION                   
-------                     --------------------                   
                                                                   
 5.1    Opinion of Brobeck, Phleger & Harrison LLP (see page II-4).
23.1    Consent of Independent Auditors (see page II-5).           
23.2    Consent of Counsel (included in Exhibit 5.1).              
24.1    Power of Attorney (see page II-6).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-2MEF’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	8/16/96	1		424B4
	8/15/96	2	7	3
	7/19/96	7
	6/7/96	8		S-1
	11/20/95	7
				List all Filings

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Filing Submission 0000950109-96-005383 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

E Trade Financial Corp – ‘S-2MEF’ on 8/16/96

As of: Friday, 8/16/96 · Effective: 8/16/96 · Accession #: 950109-96-5383 · File #s: 333-05525, 333-10293

Registration of Additional Securities — Form S-2Filing Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-2
Filing Table of Contents