SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
E*TRADE Group, Inc.
--------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 94-2844166
---------------------------------------------------------- -------------------
(State of Incorporation or Organization) (IRS Employer
Identification No.)
4500 Bohannon Drive, Menlo Park, California 94025
---------------------------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number to which this form
relates:
------------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Stock Purchase Right New York Stock Exchange
------------------------------------ -------------------------------------
------------------------------------ -------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
--------------------------------------------------------------------------------
(Title of Class)
Page 1 of 5
Item 1. Description of Registrant's Securities to be Registered.
On July 5, 2001, the Board of Directors of E*TRADE Group, Inc. (the
"Company") declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share
(the "Common Stock"), of the Company payable to holders of record as of the
close of business on July 17, 2001 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common
Stock, and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock.
The "Distribution Date" generally means the earlier of (i) the close of
business on the 10th day after the date (the "Stock Acquisition Date") of the
first public announcement that a person (other than the Company or any of its
subsidiaries or any employee benefit plan of the Company or any such
subsidiary) has acquired beneficial ownership of 10% or more of the outstanding
shares of Common Stock (an "Acquiring Person") and (ii) the close of business
on the 10th business day (or such later day as may be designated by the Board
of Directors before any person has become an Acquiring Person) after the date
of the commencement of a tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable. After
the Distribution Date (but before any person has become an Acquiring Person),
each Right will be exercisable to purchase, for $50 (the "Purchase Price"), one
one-thousandth of a share of Series B Participating Cumulative Preferred Stock,
par value $.01 per share (the "Preferred Stock"). The terms and conditions of
the Rights are set forth in a Rights Agreement dated as of July 9, 2001,
between the Company and American Stock Transfer and Trust Company, as Rights
Agent (the "Rights Agreement"), a copy of which is attached as an exhibit
hereto and the description hereof is qualified in its entirety by reference
thereto.
If any person has become an Acquiring Person (but none of the events
described in the second succeeding paragraph has occurred), each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder, after the Distribution Date, to purchase, for
the Purchase Price, a number of shares of Common Stock having a market value of
twice the Purchase Price.
Page 2 of 5
At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding
shares of Common Stock or the occurrence of any of the events described in the
next paragraph), the Board of Directors may exchange all or part of the Rights
(other than Rights beneficially owned by an Acquiring Person and certain
affiliated persons) for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other securities
or assets or (2) the Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries, taken as a whole,
then each Right will entitle the holder, after the Distribution Date, to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain circumstances,
an affiliate) having a market value of twice the Purchase Price.
SOFTBANK America Inc. and its affiliates and associates will not trigger
any rights under the Plan so long as their current reported holdings are not
exceeded by 5,000,000 additional shares of E*TRADE's Common Stock.
The Board of Directors may redeem all of the Rights at a price of $.01 per
Right at any time before any person has become an Acquiring Person.
The Rights will expire on July 9, 2011, unless earlier exchanged or
redeemed.
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
the Rights Agreement may be amended in any respect that does not adversely
affect Rights holders (other than any Acquiring Person and certain affiliated
persons), cause the Rights Agreement to become amendable except as set forth in
this sentence or cause the Rights again to become redeemable.
Rights holders have no rights as a stockholder of the Company, including
the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
As of June 30, 2001 there were 335,046,596 shares of Common Stock
outstanding and 139,940,035 shares of Common Stock reserved for issuance under
the Company's stock option plans. Each outstanding share of Common Stock on the
Record Date will receive one Right. Shares of Common Stock issued after the
Record Date and prior to the Distribution Date will be issued with
Page 3 of 5
a Right attached so that all shares of Common Stock outstanding prior to the
Distribution Date will have Rights attached. 500,000 shares of Preferred Stock
have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors since the Rights may be redeemed by the Company as described
above.
While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, which is
attached hereto as Exhibit 1 and incorporated herein by reference.
Item 2. Exhibits
1. Rights Agreement dated as of July 9, 2001 between E*TRADE Group, Inc. and
American Stock Transfer and Trust Company, as Rights Agent, which includes
the Form of Certificate of Designation of Series B Participating
Cumulative Preferred Stock as Exhibit A, the Form of Right Certificate as
Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C.
Page 4 of 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
E*TRADE Group, Inc.
By: /s/ Leonard C. Purkis
--------------------------------
Name: Leonard C. Purkis
Title: Chief Financial Officer
Dated: July 17, 2001
Page 5 of 5