-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OP0aQ0m3Bu16OkXp9uW+y6BvwVBN3kjg+5vVQg/omMC0gsELAvDXUFa584FZa9eB rCz7LF/TuTwI7Y2Rpm1GrQ== 0000950142-01-500324.txt : 20010903 0000950142-01-500324.hdr.sgml : 20010903 ACCESSION NUMBER: 0000950142-01-500324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010831 GROUP MEMBERS: GAP COINVESTMENT PARTNERS II, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 61, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUNDVIEW TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001071620 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133900397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57679 FILM NUMBER: 1729361 BUSINESS ADDRESS: STREET 1: 826 BROADWAY 6TH FL CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2122534400 MAIL ADDRESS: STREET 1: 826 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: WIT SOUNDVIEW GROUP INC DATE OF NAME CHANGE: 20000717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D/A 1 sc13da1-soundview.txt AMENDMENT NO. 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) _______________________ SOUNDVIEW TECHNOLOGY GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 977383108 (CUSIP Number) THOMAS J. MURPHY C/O GENERAL ATLANTIC SERVICE CORPORATION 3 PICKWICK PLAZA GREENWICH, CONNECTICUT 06830 TEL. NO.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ AUGUST 30, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ----------------------------- -------------------------------- 977383108 PAGE 2 OF 11 - ----------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 12,439,686 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,439,686 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,439,686 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ----------------------------- -------------------------------- 977383108 PAGE 3 OF 11 - ----------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 61, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 12,439,686 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,439,686 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,439,686 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- -------------------------------- 977383108 PAGE 4 OF 11 - ----------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 12,439,686 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,439,686 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,439,686 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- -------------------------------- 977383108 PAGE 5 OF 11 - ----------------------------- -------------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 ("Amendment No. 1") to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated as of October 25, 2000 (the "Original 13D"), with respect to the shares of Common Stock, par value $0.01 per share (the "Common Stock") of SoundView Technology Group, Inc. (f/k/a Wit SoundView Group, Inc.), a Delaware corporation (the "Company"). The address of the principal executive office of the Company is 826 Broadway, New York, New York 10003. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 61, L.P., a Delaware limited partnership ("GAP 61") and GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAPCO II" and, collectively with GAP and GAP 61, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The general partner of GAP 61 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, Mark F. Dzialga, Erik Engstrom, Klaus Esser, David C. Hodgson, William O. Grabe, William E. Ford, Braden R. Kelly, Rene M. Kern, Clifton S. Robbins, Matthew Nimetz, Franchon M. - ----------------------------- -------------------------------- 977383108 PAGE 6 OF 11 - ----------------------------- -------------------------------- Smithson, Tom C. Tinsley, Florian Wendelstadt and John Wong (collectively, the "GAP Managing Members"). Mr. Ford is a director of the Company. The GAP Managing Members (other than Mr. Esser) are also the general partners of GAPCO II. The business address of each of the GAP Managing Members (other than Messrs. Esser, Kelly, Kern, Wendelstadt and Wong) is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business address of Mr. Esser is Koenigsallee 88, 40212, Duesseldorf, Germany. The business address of Messrs. Kern and Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom. The business address of Mr. Kelly is 630 Hansen Way, Palo Alto, California 94304. The business address of Mr. Wong is 24 Raffles Place, 29-04 Clifford Center, Singapore 048621. The present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members, other than Messrs. Engstrom, Esser, Kern, Wendelstadt and Wong, is a citizen of the United States. Messrs. Esser, Kern and Wendelstadt are citizens of Germany; Mr. Engstrom is a citizen of Sweden; and Mr. Wong is citizen of Singapore. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in such Reporting Person or individual being subject to a judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. - ----------------------------- -------------------------------- 977383108 PAGE 7 OF 11 - ----------------------------- -------------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds required by the Reporting Persons to purchase 3,527,246 shares of Common Stock was $5,788,995.98. The funds used to purchase such Common Stock were obtained from contributions from partners. ITEM 4. PURPOSE OF TRANSACTION. Unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) As of the date hereof, GAP, GAP 61 and GAPCO II each own of record no shares of Common Stock, 10,232,077 shares of Common Stock and 2,207,609 shares of Common Stock, respectively, or 0%, 9.3% and 2.0%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that the GAP Managing Members (other than Mr. Esser) are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO II, and that GAP is the general partner of GAP 61, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 12,439,686 shares of Common Stock or 11.3 % of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 12,439,686 shares of Common Stock that may be deemed to be owned beneficially by each of them. - ----------------------------- -------------------------------- 977383108 PAGE 8 OF 11 - ----------------------------- -------------------------------- (c) Pursuant to the Securities Purchase Agreement, dated August 30, 2001 (the "Securities Purchase Agreement"), among E*TRADE Group, Inc. ("E*TRADE"), GAP 61, GAPCO II and the other parties named therein (the "Other Parties" and together with E*TRADE, the "Sellers"), GAP 61 agreed to purchase from the Sellers an aggregate of 2,281,915 shares of Common Stock, at $1.63 per share, for an aggregate purchase price of $3,719,521.45 and GAPCO II agreed to purchase from the Sellers an aggregate of 492,331 shares of Common Stock, at $1.63 per share, for an aggregate purchase price of $802,499.53. The foregoing summary of the Securities Purchase Agreement is qualified in its entirety by reference to Exhibit 2 hereto, which is incorporated herein by reference. In addition, between August 27, 2001 and August 30, 2001, GAP 61 and GAPCO II purchased on the open market the following number of shares on the dates and for the aggregate amounts listed below, which, in the aggregate, amount to over 1% of the shares of Common Stock outstanding as of August 7, 2001. GAP 61 ------ DATE SHARES PURCHASED PRICE PER SHARE AGGREGATE AMOUNT ---- ---------------- --------------- ---------------- 8/27/01 329,014 $1.68 $552,743.52 8/27/01 225,786 $1.70 $383,836.20 8/28/01 46,884 $1.63 $ 76,420.92 8/29/01 4,935 $1.64 $ 8,093.40 8/30/01 12,749 $1.65 $ 21,035.85 GAPCO II -------- DATE SHARES PURCHASED PRICE PER SHARE AGGREGATE AMOUNT ---- ---------------- --------------- ---------------- 8/27/01 70,986 $1.68 $119,256.48 8/27/01 48,714 $1.70 $ 82,813.80 8/28/01 10,116 $1.63 $ 16,489.08 8/29/01 1,065 $1.64 $ 1,746.60 8/30/01 2,751 $1.65 $ 4,539.15 - ----------------------------- -------------------------------- 977383108 PAGE 9 OF 11 - ----------------------------- -------------------------------- (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER. Item 6 is hereby amended by adding the following thereto: As described in Item 5(c) above, pursuant to the Securities Purchase Agreement, GAP 61 agreed to purchase from the Sellers an aggregate of 2,281,915 shares of Common Stock, at $1.63 per share, for an aggregate purchase price of $3,719,521.45 and GAPCO II agreed to purchase from the Sellers an aggregate of 492,331 shares of Common Stock, at $1.63 per share, for an aggregate purchase price of $802,499.53. In addition, pursuant to the Termination Agreement and General Release, dated as of August 20, 2001 (the "Termination and Release"), among the Company and E*TRADE, the Special Escrow Fund (as defined in the Original 13D) was terminated and the Special Escrow Shares (as defined in the Original 13D) were released. The foregoing summary of the Termination and Release is qualified in its entirety by reference to Exhibit 3 hereto, which is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Securities Purchase Agreement, dated August 30, 2001, among E*TRADE, GAP 61, GAPCO II and the other parties named therein. - ----------------------------- -------------------------------- 977383108 PAGE 10 OF 11 - ----------------------------- -------------------------------- Exhibit 3: Termination and General Release, dated August 20, 2001, by and between the Company and E*TRADE, incorporated by reference to the Company's Form 8-K, dated August 29, 2001. Exhibit 4: Power of Attorney, dated January 3, 2001, appointing Thomas J. Murphy Attorney-In -Fact for GAP. Exhibit 5: Power of Attorney, dated January 3, 2001, appointing Thomas J. Murphy Attorney-In-Fact for GAPCO II. - ----------------------------- -------------------------------- 977383108 PAGE 11 OF 11 - ----------------------------- -------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of August 30, 2001. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 61, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-99 3 ex1sc13da1-soundview.txt EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: August 30, 2001 GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 61, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-10 4 ex2sc13da1-soundview.txt EXHIBIT 2 EXHIBIT 2 to SCHEDULE 13D SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated August 30, 2001 (this "AGREEMENT"), among the parties listed on SCHEDULE I hereto (the "SELLERS"), General Atlantic Partners 61, L.P., a Delaware limited partnership ("GAP LP"), and GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP COINVESTMENT" and, together with GAP LP, the "PURCHASERS"). WHEREAS, each of the Purchasers wish to purchase from each of the Sellers the aggregate number of shares of common stock, par value $0.01 per share, of SoundView Technology Group, Inc., a Delaware corporation (the "COMPANY"), set forth opposite the name of each of such Sellers on SCHEDULE 2.1 hereto (the "PURCHASED SHARES"). NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS ----------- 1.1 DEFINITIONS. Defined terms used in this Agreement but not otherwise defined have the following meanings: "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "CONTRACTUAL OBLIGATIONS" means as to any Person, any security issued by such Person or any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument to which such Person is a party or by which it or any of its property is bound. "GOVERNMENTAL AUTHORITY" means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. "LIEN" means any mortgage, deed of trust, pledge, hypothecation, escrow, assignment, encumbrance, lien (statutory or other) or preference, priority, right of first 2 offer or first refusal, exchange or option right, or other security interest or preferential arrangement of any kind or nature whatsoever. "PERSON" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "REQUIREMENT OF LAW" means, as to any Person, any law, statute, treaty, rule, regulation, right, privilege qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange, in each case applicable to our binding upon such Person or any of its property or to which such; Person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein. ARTICLE II PURCHASE AND SALE OF PURCHASED SHARES ------------------------------------- 2.1 PURCHASE AND SALE. Subject to the terms and conditions herein set forth, at the Closing (as defined below), each of the Sellers severally agrees to sell to each of the Purchasers, and each of the Purchasers, severally and not jointly, agrees to purchase from each of the Sellers, at a price per share equal to $1.63, the aggregate number of Purchased Shares set forth opposite its name on SCHEDULE 2.1 hereto for the aggregate purchase price set forth opposite its name on SCHEDULE 2.1 hereto. 2.2 CLOSING. Subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the sale and purchase of the Purchased Shares (the "CLOSING") shall take place at 10:00 a.m., New York City time, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison on August 31, 2001 or at such other time, place and date to which E*TRADE Group, Inc. ("E*TRADE") and the Purchasers may agree in writing (the "CLOSING DATE"). On the Closing Date, (a) each Seller shall deliver to each Purchaser stock certificates representing the Purchased Shares being sold by such Seller to such Purchaser (the "STOCK CERTIFICATES") and stock powers, in the form attached hereto as EXHIBIT A (the "STOCK POWERS"), executed by such Seller and take all other actions reasonably requested by the Purchasers to effectuate the valid transfer of the Purchased Shares on the books and records of the Company and (b) the Purchasers shall wire the aggregate purchase price for all of the Purchased Shares to an account of E*TRADE designated in writing by E*TRADE. E*TRADE shall immediately thereafter wire to each other Seller the aggregate purchase price for the number of Purchased Shares sold by such Seller as set forth on SCHEDULE 2.1 hereto. 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS --------------------------------------------- Each of the Sellers hereby represents and warrants (severally and not jointly) to each of the Purchasers as follows: 3.1 EXISTENCE AND POWER; CAPACITY. Such Seller, if it is not an individual, (a) is a corporation or trust, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. Such Seller, if he or she is an individual, has the legal capacity to execute, deliver and perform his or her obligations under this Agreement. 3.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by such Seller of this Agreement and the transactions contemplated hereby including, without limitation, the sale of the Purchased Shares by such Seller (a) have been duly authorized by all necessary action and, if such Seller is a corporation or trust, do not contravene the terms of such Seller's Certificate of Incorporation, as amended, and by-laws, as amended, or other organization documents, as the case may be, in each case as in effect on the date hereof; (b) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of such Seller, or any Requirement of Law applicable to such Seller, including federal or state securities laws; and (c) do not violate any judgment, injunction, unit, award, decree or order of any nature of any Governmental Authority (collectively, "ORDERS") against, or binding upon, such Seller. 3.3 TITLE TO SECURITIES. Such Seller owns beneficially and of record the Purchased Shares and has good and valid title to the Purchased Shares, free and clear of all Liens. Such Seller has the unrestricted power and authority to transfer the Purchased Shares to the Purchasers. Upon delivery to the Purchasers of the Purchased Shares and payment therefor, the Purchasers shall acquire good and valid title to such Purchased Shares, free and clear of all Liens. 3.4 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any requirement of law is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale and delivery of the Purchased Shares), by or enforcement against such Seller of this Agreement or the transactions contemplated hereby. 3.5 BINDING EFFECT. This Agreement has been duly executed and delivered by such Seller, and this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting 4 the enforcement of creditors' rights generally or by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 3.6 PRIVATE OFFERING. No form of general solicitation or general advertising was used by such Seller or any of such Seller's representatives in connection with the offer or sale of the Purchased Shares. Assuming the representations and warranties of the Purchasers set forth in Article IV hereof are true, no registration of the Purchased Shares, pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") or any state securities or "blue sky" laws, will be required by the offer or sale of the Purchased Shares. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS ------------------------------------------------ Each of the Purchasers hereby represents and warrants (severally and not jointly) to the Sellers as follows: 4.1 EXISTENCE AND POWER. Such Purchaser (a) is a limited partnership, or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. 4.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by such Purchaser of this Agreement (a) have been duly authorized by all necessary partnership or limited liability company action and do not contravene the terms of such Purchaser's constituent documents as in effect on the date hereof; (b) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of such Purchaser or any Requirement of Law applicable to such Purchaser, including federal or state securities laws; and (c) do not violate any Orders against, or binding upon, such Purchaser. 4.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase and delivery of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement and the transactions contemplated hereby. 4.4 BINDING EFFECT. This Agreement has been duly executed and delivered by such Purchaser and this Agreement constitutes the valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement 5 of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 4.5 PURCHASE FOR OWN ACCOUNT. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account and with no intention of distributing or reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of the Purchased Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act. 4.6 RESTRICTED SECURITIES. Such Purchaser understands that the Purchased Shares may not be registered under the Securities Act for the reason that the sale provided for in this Agreement may be effectuated in reliance upon the exemption set forth in Section 4(2) of the Securities Act and that any reliance of such Seller on such exemption is predicated in part on such Purchaser's representations set forth herein. Such Purchaser represents that it is experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to suffer the total loss of its investment. 4.7 ACCREDITED INVESTOR. Such Purchaser is an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act. ARTICLE V CONDITIONS ---------- 5.1 CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE. The obligation of the Purchasers to purchase the Purchased Shares, to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following condition on or before the Closing Date: Each of the Sellers shall have taken all actions necessary to effectuate the valid transfer of the Purchased Shares being purchased by the Purchasers, including, without limitation, delivering to the Purchasers the Stock Certificates and the Stock Powers, and shall have provided satisfactory evidence thereof to the Purchasers; and all of the representations and warranties of the Sellers set forth in Article III shall be true and correct on the Closing Date as though made on such date. 5.2 CONDITION TO THE OBLIGATIONS OF SELLERS TO CLOSE. The obligation of the Sellers to sell the Purchased Shares and to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, all of the Sellers of the 6 following conditions on or before the Closing Date: Each Purchaser shall have paid the aggregate purchase price for the Purchased Shares to be purchased by such Purchaser; and all of the representations and warranties of the Purchasers set forth in Article IV shall be true and correct on the Closing Date as though made on such date. ARTICLE VI MISCELLANEOUS ------------- 6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the representations and warranties of the Sellers made herein shall survive the execution and delivery of this Agreement. 6.2 NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or Personal delivery: if to the Sellers: E*TRADE Group, Inc. 4500 Bohannon Drive Menlo Park, CA 94025 Telecopy: (650) 331-6835 Attention: Chief Legal Affairs Officer if to the Purchasers: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06830 Telecopy: (203) 622-8818 Attention: Matthew Nimetz with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telecopy: (212) 757-3990 Attention: Douglas A. Cifu, Esq. All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 7 6.3 SUCCESSORS AND ASSIGNS; THIRD-PARTY BENEFICIARIES. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and the terms and conditions thereof, each of the Purchasers may assign any of its rights under this Agreement to any of its affiliates (as defined in Rule 12b-2 of the general rules and regulations under the Securities Exchange Act of 1934, as amended). None of the Sellers may assign any of its or his rights under this Agreement without the written consent of the Purchasers. No Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement. 6.4 AMENDMENT AND WAIVER. (a) No failure or delay on the part of any Seller or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Sellers or the Purchasers at law, in equity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Seller or any Purchaser from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by E*TRADE and the Purchasers, and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on any of the Sellers in any case shall entitle such Seller to any other or further notice or demand in similar or other circumstances. 6.5 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 6.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 6.7 SEVERABILITY. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof. 8 6.8 HEADINGS; RULES OF CONSTRUCTION. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 6.9 ENTIRE AGREEMENT. This Agreement, together with any exhibits and schedules hereto is intended by the parties as a final expression of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits and schedules hereto, supersedes all prior agreements and understandings between the parties with respect to such subject matter. 6.10 PAYMENT OF FEES. Each party shall pay its own fees and expenses incurred in connection with this Agreement or otherwise. 6.11 FURTHER ASSURANCES. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 9 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above. E*TRADE GROUP, INC. By: /s/ Brigitte Vanbaelen --------------------------------------- Name: Brigitte VanBaelen Title: Corporate Secretary GENERAL ATLANTIC PARTNERS 61, L.P. By: General Atlantic Partners, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A Managing Member GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A General Partner /s/ Suzanne R. Cotsakos -------------------------------------------- Suzanne R. Cotsakos /s/ Christos M. Cotsakos -------------------------------------------- Christos M. Cotsakos The Cotsakos Revocable Trust U/A/D 9/3/87 By: /s/ Christos M. Cotsakos --------------------------------------- Name: Christos M. Cotsakos Title: Trustee 10 Cotsakos Ventures, LLC By: /s/ Christos M. Cotsakos --------------------------------------- Name: Christos M. Cotsakos Title: Managing Director Purkis Revocable Trust By: /s/ Leonard Purkis --------------------------------------- Name: Leonard Purkis Title: Trustee /s/ Jerry Gramaglia -------------------------------------------- Jerry Gramaglia /s/ Brigitte Van Baelen -------------------------------------------- Brigitte VanBaelen JTWROS /s/ Pamela Dawson -------------------------------------------- Pamela Dawson JTWROS /s/ Thomas Bevilacqua -------------------------------------------- Thomas Bevilacqua 11 SCHEDULE 2.1 ------------
- ------------------------------------------------------------------------------------------------------------------------------------ PURCHASED PURCHASE PRICE FOR PURCHASED PURCHASE PRICE FOR SHARES SOLD TO PURCHASED SHARES SHARES SOLD TO PURCHASED SHARES SOLD SELLERS GAP LP SOLD TO GAP LP GAPCO II TO GAPCO II - ------------------------------------------------------------------------------------------------------------------------------------ E*TRADE Group, Inc. 1,891,831 $3,083,684.53 408,169 $665,315.47 - ------------------------------------------------------------------------------------------------------------------------------------ Suzanne R. Cotsakos 5,954 9,705.02 1,284 2,092.92 - ------------------------------------------------------------------------------------------------------------------------------------ Christos M. Cotsakos 148,437 241,952.31 32,026 52,202.38 - ------------------------------------------------------------------------------------------------------------------------------------ The Cotsakos Revocable Trust 74,218 120,975.34 16,013 26,101.19 U/A/D 9/3/87 - ------------------------------------------------------------------------------------------------------------------------------------ Cotsakos Ventures, LLC 49,479 80,650.77 10,675 17,400.25 - ------------------------------------------------------------------------------------------------------------------------------------ Purkis Revocable Trust 4,535 7,392.05 979 1,595.77 - ------------------------------------------------------------------------------------------------------------------------------------ Jerry Gramaglia 4,535 7,392.05 979 1,595.77 - ------------------------------------------------------------------------------------------------------------------------------------ Brigitte VanBaelen and Pamela 1,133 1,846.79 245 399.35 Dawson as JTWROS - ------------------------------------------------------------------------------------------------------------------------------------ Thomas Bevilacqua 101,793 165,922.59 21,961 35,796.43 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL 2,281,915 $3,719,521.45 492,331 $802,499.53 - ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- AGGREGATE PURCHASED AGGREGATE PURCHASE PRICE SHARES SOLD TO THE FOR PURCHASED SHARES SOLD SELLERS PURCHASERS TO THE PURCHASERS - -------------------------------------------------------------------------------- E*TRADE Group, Inc. 2,300,000 $3,749,000.00 - -------------------------------------------------------------------------------- Suzanne R. Cotsakos 7,238 11,797.94 - -------------------------------------------------------------------------------- Christos M. Cotsakos 180,463 $294,154.69 - -------------------------------------------------------------------------------- The Cotsakos Revocable Trust 90,231 147,076.53 U/A/D 9/3/87 - -------------------------------------------------------------------------------- Cotsakos Ventures, LLC 60,154 98,051.22 - -------------------------------------------------------------------------------- Purkis Revocable Trust 5,514 8,987.82 - -------------------------------------------------------------------------------- Jerry Gramaglia 5,514 8,987.82 - -------------------------------------------------------------------------------- Brigitte VanBaelen and Pamela 1,378 2,246.14 Dawson as JTWROS - -------------------------------------------------------------------------------- Thomas Bevilacqua 123,754 201,719.02 - -------------------------------------------------------------------------------- TOTAL 2,774,246 $4,522,020.98 - -------------------------------------------------------------------------------- 12 EXHIBIT A --------- STOCK POWER FOR VALUE RECEIVED, _____________________________ ("Seller") hereby sells, assigns and transfers unto General Atlantic Partners 61, L.P. ___________ shares of common stock, par value $0.01 per share, (the "Shares") of SoundView Technology Group, Inc. (the "Company") standing in the name of Seller on the books of the Company, and does hereby constitute and appoint the Secretary of the Company or any other officer of the Company attorney to transfer the Shares on the books of the Company. Dated: August __, 2001 [SELLER] By: ________________________________________ Name: Title: 13 STOCK POWER FOR VALUE RECEIVED, _____________________________ ("Seller") hereby sells, assigns and transfers unto GAP Coinvestment Partners II, L.P. ___________ shares of common stock, par value $0.01 per share, (the "Shares") of SoundView Technology Group, Inc. (the "Company") standing in the name of Seller on the books of the Company, and does hereby constitute and appoint the Secretary of the Company or any other officer of the Company attorney to transfer the Shares on the books of the Company. Dated: August __, 2001 [SELLER] By:_________________________________________ Name: Title: 14 SCHEDULE I ---------- SELLERS ------- E*TRADE Group, Inc. Suzanne R. Cotsakos Christos M. Cotsakos The Cotsakos Revocable Trust U/A/D 9/3/87 Cotsakos Ventures, LLC Purkis Revocable Trust Jerry Gramaglia Brigitte VanBaelen and Pamela Dawson as JTWROS Thomas Bevilacqua EX-24 5 ex4sc13da1-soundview.txt EXHIBIT 4 EXHIBIT 4 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 January 3, 2001 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Limited Liability Company"), by its Executive Managing Member, Steven A. Denning, a U.S. citizen, of full legal age, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Limited Liability Company as fully to all intents and purposes as a Managing Member of the Limited Liability Company might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2001. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning --------------------------------------- Steven A. Denning Executive Managing Member STATE OF CONNECTICUT ) : ss. COUNTY OF FAIRFIELD ) On the 3rd day of January 2001, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------------------- Notary Public EX-24 6 ex5sc13da1-soundview.txt EXHIBIT 5 EXHIBIT 5 to SCHEDULE 13D GAP COINVESTMENT PARTNERS II, L.P. 3 Pickwick Plaza Greenwich, CT 06830 January 3, 2001 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen, of full legal age, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner of the Partnership might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2001. GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Steven A. Denning --------------------------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) : ss. COUNTY OF FAIRFIELD ) On the 3rd day of January 2001, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----