eTrade 2001 Annual Report Download - page 47

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 16, 2001, the Company filed a registration statement with the
Securities and Exchange Commission for the resale of these 1,416,586 shares. The registration statement was declared effective on
June 15, 2001.
On March 12, 2001, the Company authorized the issuance of an aggregate of 618,057 shares of unregistered common stock in
connection with the acquisition of PrivateAccounts, Inc. (renamed E*TRADE Advisory Services Inc. on January 2, 2001). The shares
were deposited into escrow pursuant to the terms of the merger agreement as a portion of the consideration for the merger. 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 Bank of New York as escrow agent authorized the
release from escrow of 478,500 of the shares of common stock. On June 22, 2001,
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the Company filed a registration statement with the Securities and Exchange Commission for the resale of these 478,500 shares. In
addition, the registration statement included the registration of 134,820 shares issued upon the exercise of certain warrants assumed in
connection with the acquisition of E*TRADE Financial Corporation. No underwriters were involved, and there were no underwriting
discounts or commissions. The warrants were originally issued in reliance upon the exemption from registration provided under
Section 4(2) of the Securities Act based on the fact that warrants were sold by the original issuer in a sale not involving a public
offering. On July 23, 2001, the Company authorized the issuance of an additional 556,757 shares of unregistered common stock in
connection with the acquisition of Private Accounts. In addition, 139,557 shares were released from escrow pursuant to the terms of
the merger agreement. The shares were issued pursuant to the terms of the merger agreement as a portion of the consideration for the
merger. 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 December 6, 2001, the Company filed an amendment
to its S-3 registration statement originally filed June 22, 2001 for the registration of 1,254,180 shares of common stock issued in the
PrivateAccounts transactions described above, and 134,820 shares or common stock issued in connection with the exercise of
E*TRADE Financial Corporation warrants, as described above. The registration statement was declared effective on January 7, 2002.
On March 14, 2001, the Company authorized the issuance of an aggregate of 78,928 shares of unregistered common stock in
connection with the acquisition of E*TRADE Nordic AB, referred to in this Form 10-K as E*TRADE Nordic as consideration for the
purchase pursuant to a forward agreement of shares of E*TRADE Nordic held by E*TRADE Nordic shareholders upon the exercise of
E*TRADE Nordic stock options held by them. 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 April 23, 2001,
the Company filed an amended registration statement with the Securities and Exchange Commission for the resale of these 78,928
shares. The registration statement was declared effective on June 15, 2001.
In May 2001, the Company consummated the sale of its 6.75% convertible subordinated notes due 2008, referred to herein as the
Notes, in the aggregate principal amount of $325 million. J.P. Morgan Securities Inc. was the initial purchaser. The Notes are
convertible, in whole or in part, at any time prior to maturity, at the option of the holders, unless previously redeemed or repurchased,
into shares of the Company’ s common stock at a conversion price of $10.925 per share, a 25% premium to the closing price of the
common stock on the date of pricing. The Notes are non-callable until May 2004 and thereafter are callable at par, plus accrued
interest plus a premium. The Notes were issued under an Indenture, dated May 29, 2001, between the Company and The Bank of New
York, as Trustee. The Notes were issued to a limited number of purchasers in a private placement exempt from registration under Rule
144A under the Securities Act. The net proceeds to the Company were approximately $314.5 million, which will be used for general
corporate purposes, including capital expenditures and to meet working capital needs. The Notes were not to be offered or sold in the
United States absent registration with the SEC or the availability of an applicable exemption from such registration requirements. On
June 28, 2001, the Company filed a registration statement with the SEC for the resale by holders of the Notes and the common stock
2002. EDGAR Online, Inc.