As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-81702
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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E*TRADE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2844166
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
4500 Bohannon Drive
Menlo Park, California 94025
(Address of principal executive offices) (Zip Code)
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E*TRADE GROUP, INC. ASSOCIATE STOCK PURCHASE PLAN
(Full title of the Plan)
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Christos M. Cotsakos
Chairman of the Board and Chief Executive Officer
E*TRADE GROUP, INC.
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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Copies of Communications to:
Russell S. Elmer
Chief Legal Affairs & Human Resources Officer
E*TRADE GROUP, INC.
4500 Bohannon Drive
Menlo Park, California 94025
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This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section8(c) of
the Securities Act of 1933.
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DE-REGISTRATION
On January 23, 2002, the Board of Directors (the "Board") of E*TRADE Group, Inc.
(the "Registrant") approved an increase of 402,361 shares of common stock to the
authorized share reserve of the E*TRADE Group, Inc. Associate Stock Purchase
Plan (the "Plan"), subject to shareholder approval at the Registrant's 2002
Annual Meeting. On January 30, 2002, all 402,361 shares of common stock were
registered with the Securities and Exchange Commission on a Form S-8. On January
30, 2002, the Registrant, on behalf of the Plan participants, made a final
purchase of shares under the Plan, and the Plan was immediately terminated in
accordance with the actions taken by the Board on January 23, 2002. Of the
402,361-share increase, 23,850 authorized shares remained in the Plan's share
reserve after the final purchase. Accordingly, Registrant is hereby
de-registering 23,850 of the previously registered shares, with such
de-registration to be effective immediately upon the filing of this
Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Menlo Park,
State of California on this 28th day of June, 2002.
E*TRADE GROUP, INC.
By: /s/ Leonard C. Purkis
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Leonard C. Purkis
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
*
------------------------- Chairman of the Board and June 28, 2002
Christos M. Cotsakos Chief Executive Officer
(Principal Executive Officer)
/s/ Leonard C. Purkis
------------------------- Chief Financial Officer June 28, 2002
Leonard C. Purkis (Principal Financial and
Accounting Officer)
*
-------------------------
William A. Porter Chairman Emeritus June 28, 2002
*
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Peter Chernin Director June 28, 2002
-------------------------
Ronald D. Fisher Director
*
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William E. Ford Director June 28, 2002
*
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David C. Hayden Director June 28, 2002
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George Hayter Director
*
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Lewis E. Randall Director June 28, 2002
*
-------------------------
Lester C. Thurow Director June 28, 2002
* By: /s/ Leonard C. Purkis June 28, 2002
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Leonard C. Purkis
Attorney-In-Fact