===============================================================================
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 (Date of earliest event reported): October 1, 2001
E*TRADE Group, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-11921 94-2844166
--------------------------- ----------------- -------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Formation) File Number) Identification Number)
4500 Bohannon Drive, Menlo Park, California 94025
--------------------------------------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number, Including Area Code (650) 331-6000
--------------
N/A
--------------------------------------------------------------------------------
(Former Name of Former Address, if Changed Since Last Report)
===============================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 2001, E*TRADE Group, Inc. ("E*TRADE") consummated its
previously-reported acquisition of Dempsey & Company LLC ("Dempsey LLC"), an
Illinois limited liability company. Dempsey LLC is one of the nation's largest
privately-held specialist and market-making firms.
Additional information regarding the acquisition and a copy of the
Agreement of Mergers, Member Interest Purchase and Reorganization, dated as of
August 29, 2001 among E*TRADE, Dempsey LLC, the members of Dempsey LLC, their
shareholders and certain wholly-owned acquisition subsidiaries of E*TRADE is
available in E*TRADE's Current Report on Form 8-K filed September 19, 2001,
which is hereby incorporated by reference herein.
The statements contained in this Form 8-K that are forward-looking are
based on current expectations that are subject to a number of uncertainties and
risks, and actual results may differ materially. The uncertainties and risks
include, but are not limited to, changes in market activity, anticipated
increases in the rate of new customer acquisition, the conversion of new
visitors to the site to customers, seasonality, the development of new products
and services, the enhancement of existing products and services, competitive
pressures (including price competition), system failures, economic and
political conditions, changes in consumer behavior and the introduction of
competing products having technological and/or other advantages. Further
information about these risks and uncertainties can be found in the information
included in the annual report filed by the company with the SEC on Form 10-K
(including information under the caption "Risk Factors") and quarterly reports
on Form 10-Q.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements - Financial statements of Dempsey LLC
required to be filed pursuant to Item 7(a) will be filed by amendment
within 60 days of the date this filing is required.
(b) Pro Forma Financial Information - Pro forma financial information
required to be filed pursuant to Item 7(b) will be filed by amendment
within 60 days of the date this filing is required.
(c) Exhibits -
2.1 Agreement of Mergers, Member Interest Purchase and
Reorganization, dated as of August 29, 2001 among E*TRADE,
Dempsey LLC, the members of Dempsey LLC, their shareholders
and certain wholly-owned acquisition subsidiaries of E*TRADE
(incorporated by reference to E*TRADE's Current Report on
Form 8-K filed September 19, 2001).
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.
Date: October 15, 2001 E*TRADE Group, Inc.
By: /s/ Leonard C. Purkis
---------------------
Name: Leonard C. Purkis
Title: Chief Financial Officer
EXHIBITS
Exhibit
Number Description
-------------- -----------
2.1 Agreement of Mergers, Member Interest Purchase and Reorganization,
dated as of August 29, 2001 among E*TRADE, Dempsey LLC, the members
of Dempsey LLC, their shareholders and certain wholly-owned
acquisition subsidiaries of E*TRADE (incorporated by reference to
E*TRADE's Current Report on Form 8-K filed September 19, 2001)