| As filed with the Securities and Exchange Commission on May 31, 2005 |
| Registration No. 333-113558 |
| Delaware | 94-2844166 |
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(State of other jurisdiction of incorporation or organization) |
(I.R.S. Employee Identification Number) |
EXPLANATORY NOTE
This Post-Effective Amendment is being filed in connection with the following registration statements of E*TRADE Financial Corporation (the “Registrant”) on Form S-8 (the “Registration Statements”), pursuant to which shares of the common stock, par value $.01 (as adjusted for stock splits), were registered for issuance under the Registrant’s 1996 Stock Incentive Plan, as amended (the "1996 Plan"):
Registration Statement No. 333-113558
Registration Statement No. 333-81702, as amended by Post-Effective Amendment No. 1
Registration Statement No. 333-54904
Registration Statement No. 333-35074
Registration Statement No. 333-52631
Registration Statement No. 333-12503
On May 26, 2005, the stockholders of the Registrant approved the E*TRADE Financial Corporation 2005 Equity Incentive Plan (the "2005 Plan"), which replaces the 1996 Plan.
Of the shares registered in connection with the 1996 Plan under the Registration Statements, approximately 19,209,796 shares have not been issued and are not subject to issuance upon the exercise of outstanding options granted under the 1996 Plan, and 43,651,876 shares remain subject to issuance in connection with outstanding awards under the 1996 Plan (collectively, the “Carried Forward Shares”). In the event up to 39,000,000 of these 43,651,876 shares are not issued in connection with the 1996 Plan, such as when a currently outstanding option granted under the 1996 Plan is canceled without being exercised, such shares will become available for issuance in connection with the 2005 Plan.
The Registrant will file a Registration Statement on Form S-8 to register shares of its Common Stock for issuance pursuant to the 2005 Plan, including but not limited to the Carried Forward Shares. This Post-Effective Amendment is being filed to reallocate the Carried Forward Shares from the Registration Statements and to carry over the registration fees paid for the Carried Forward Shares from the Registration Statements.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 27, 2005.
| E*TRADE FINANCIAL CORPORATION | ||
| By: | /s/ Mitchell H. Caplan | |
| Name: | Mitchell H. Caplan | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on
the dates indicated.
| Signature | Title | Date | ||
| /s/ Mitchell H. Caplan | ||||
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| Mitchell H. Caplan | Chief Executive Officer and Director (Principal | |||
| Executive Officer) | May 27, 2005 | |||
| /s/ Robert J. Simmons | ||||
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| Robert J. Simmons | Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | May 27, 2005 | |||
| /s/ George Hayter | ||||
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| George Hayter | Chairman of the Board | May 27, 2005 | ||
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| William A. Porter | Chairman Emeritus | |||
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| Ronald D. Fisher | Director | |||
| /s/ Michael K. Parks | ||||
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| Michael K. Parks | Director | May 27, 2005 |
| /s/ C. Cathleen Raffaeli | ||||
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| C. Cathleen Raffaeli | Director | May 27, 2005 | ||
| /s/ Lewis E. Randall | ||||
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| Lewis E. Randall | Director | May 27, 2005 | ||
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| Lester C. Thurow | Director | |||
| /s/ Donna L. Weaver | ||||
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| Donna L. Weaver | Director | May 27, 2005 | ||
| /s/ Daryl G. Brewster | ||||
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| Daryl G. Brewster | Director | May 27, 2005 | ||
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| Stephen H. Willard | Director |