SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 8K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 5, 2001 ------------------------------- E*TRADE Group, Inc. -------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) Delaware 94-2844166 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 4500 Bohannon Drive, Menlo Park, California 94025 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (650) 331-6000 ------------------------------------------ -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On July 5, 2001, E*TRADE Group, Inc. (the "Company") announced that its Board of Directors adopted a Stockholder Rights Plan (the "Plan"). Under the Plan each common stockholder of record at the close of business on Ju1y 17, 2001, will receive a dividend of one right for each share of Common Stock held. Each right entitles the holder to purchase from the Company one one-thousandth of a share of a new series of participating Preferred Stock at an initial purchase price of $50. A press release was issued to that effect. The complete text of the press release issued by the Company and the Rights Agreement dated as of July 9, 2001, are attached as exhibits to this document. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release, dated July 5, 2001 99.2 Rights Agreement dated as of July 9, 2001 between E*TRADE Group, Inc. and American Stock Transfer and Trust Company, as Rights Agent 2 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. E*TRADE Group, Inc. By: /s/ Leonard C. Purkis ------------------------------ Name: Leonard C. Purkis Title: Chief Financial Officer July 9, 2001 3