eTrade 2001 Annual Report Download - page 46

The Company has never declared or paid cash dividends on its capital stock. TIR (Holdings) Limited (now, “E*TRADE
Institutional”), which was acquired in August 1999, and accounted for as a pooling of interests, issued 3,000,000 eight percent (8%)
cumulative redeemable preference shares, $1 par, in April 1996, and paid dividends totaling $222,000 in fiscal 1999. The Company
currently intends to retain all of its earnings, if any, for use in its business and does not anticipate paying any cash dividends in the
foreseeable future. The payment of any future dividends will be at the discretion of the Company’ s board of directors and will depend
upon a number of factors, including future earnings, the success of the Company’ s business activities, regulatory capital requirements,
the general financial condition and future prospects of the Company, general business conditions and such other factors as the board of
directors may deem relevant.
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Table of Contents
Recent Sales of Unregistered Securities
The following table summarizes transactions during the year in which various holders of our 6% convertible notes exchanges such
securities for shares of our common stock pursuant to the exemption from registration provided in Section 3(a)(9) of the Securities Act
of 1933 (in thousands):
Month Aggregate Principal Amount Exchanged Common Shares
Issued
June 2001 $ 30,000 2,740
July 2001 20,000 2,050
August 2001 30,000 3,185
September
2001
10,000 1,205
October 2001 74,800 7,669
November 2001 19,000 1,811
December 2001 5,950 518
$ 189,750 19,178
On February 1, 2001, the Company authorized the issuance of 2,997,951 shares of unregistered common stock in connection with the
acquisition of LoansDirect, Inc. (now E*TRADE Mortgage) as consideration for all the issued and outstanding capital stock of
LoansDirect. No underwriters were involved, and there were no underwriting discounts or commissions. The securities were issued in
reliance upon the exemption from registration provided under Section 4(2) of the Securities Act based on the fact that the common
stock was sold by the issuer in a transaction not involving a public offering. On March 20, 2001, the Company filed a registration
statement with the Securities and Exchange Commission for the resale of these 2,997,951 shares. The registration statement was
declared effective on June 15, 2001.
On February 22, 2001, the Company authorized the issuance of 191,250 shares of unregistered common stock in connection with its
acquisition of Confluent, Inc. pursuant to the Agreement and Plan of Reorganization dated September 20, 1999. No underwriters were
involved, and there were no underwriting discounts or commissions. The securities were issued in reliance upon the exemption from
registration provided under Section 4(2) of the Securities Act based on the fact that the common stock was sold by the issuer in a
transaction not involving a public offering. The shares were not registered for resale.
On March 12, 2001, the Company authorized the issuance of 1,416,586 shares of unregistered common stock in connection with the
acquisition of E*TRADE Germany AG, as part of the consideration for all of the capital shares of E*TRADE Germany AG. No
2002. EDGAR Online, Inc.