UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: March 13, 2013
(Date of earliest event reported)
E*TRADE Financial Corporation
(Exact name of Registrant as Specified in its Charter)
| Delaware | 1-11921 | 94-2844166 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1271 Avenue of the Americas, 14th Floor, New York, New York 10020
(Address of Principal Executive Offices and Zip Code)
(646) 521-4300
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events |
On March 13, 2013, E*TRADE Financial Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Citadel Equity Fund Ltd., as selling stockholder (the “Selling Stockholder”), and Citigroup Global Markets Inc., as underwriter (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter 27,394,448 shares of the Company’s common stock at a price of $11.28 per share. The Company will not receive any proceeds from this offering.
The offering was registered pursuant to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-181390) and a related prospectus supplement, each filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference into the Registration Statement. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated March 13, 2013 by and among E*TRADE Financial Corporation, Citadel Equity Fund Ltd. and Citigroup Global Markets Inc. | |
| 5.1 | Opinion of General Counsel of E*TRADE Financial Corporation. | |
| 23.1 | Consent of General Counsel of E*TRADE Financial Corporation (included in Exhibit 5.1). | |
SIGNATURES
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 hereunto duly authorized.
| E*TRADE FINANCIAL CORPORATION | ||||||
| Date: March 19, 2013 | By: | /s/ Karl A. Roessner | ||||
| Name: | Karl A. Roessner | |||||
| Title: | Corporate Secretary | |||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated March 13, 2013 by and among E*TRADE Financial Corporation, Citadel Equity Fund Ltd. and Citigroup Global Markets Inc. | |
| 5.1 | Opinion of General Counsel of E*TRADE Financial Corporation. | |
| 23.1 | Consent of General Counsel of E*TRADE Financial Corporation (included in Exhibit 5.1). | |