updated 09:15 pm EDT, Mon April 23, 2007
Apple CFO settles with SEC
Former Apple executive Fred Anderson has settled with the Securities and Exchange Commission on his alleged participation in the backdating of stock options at the computer maker and the agency is expected to pursue a civil lawsuit against the company's ex-general counsel Nancy Heinen on similar charges, according to a Wall Street Journal report. Heinen, who left Apple last May and plans to contest the SEC charges, will be accused -- as early as this week -- of helping to manipulate one of her own option awards as well as a never-exercised options grant to Apple chief executive officer Steve Jobs based in part on testimony from other former Apple employees.
According to the report, Anderson's settlement with the SEC includes a fine of about $150,000 and repayment of about $3.5 million in realized gains from backdated options, but it will not include an admission of guilt. In addition, Anderson will not be barred from serving as a corporate officer or board member of public companies.
"Nancy Heinen did not backdate, and she will defend herself based on her actions, e-mails and integrity," Cristina Arguedas, one of Ms. Heinen's attorneys, told the Journal.
"The SEC is expected to charge Heinen for her role in a 2001 grant of a split-adjusted 15 million stock options to Jobs. Apple has said that the grant was 'originally approved' at a board meeting on Aug. 29, 2001, at an exercise price of $8.92 a share, adjusted for stock splits," the WSJ wrote. "But the company has said the terms of the grant weren't finalized until Dec. 18 of that year, when Apple shares closed at $10.51. Apple then dated the grant back to Oct. 19, when the share price was $9.15. Apple's internal investigation discovered the existence of falsified board meetings minutes related to the grant."
Heinen, who was Apple's board secretary, will be charged with creating and approving the falsified Board minutes, according to sources quoted by the publication. Wendy Howell, a former Apple attorney who was involved in processing stock options at the company, has reportedly told investigators that Heinen instructed her to create the false records, although Heinen will deny the allegations and say that the falsified dates for Jobs' option award and her own option award received received sufficient approval from Apple's Board and CEO, according to people familiar with her defense.
Heinen will also be implicated in January 2001 option grants to other top Apple executives, including Anderson and herself, the report said.
Last December, Apple took an $84 million charge for the options scandal, but cleared Jobs of any wrong-doing and he will likely avoid criminal charges as Jobs claimed he was unaware of the accounting implications of backdated grants; he did, however, recommend favorable dates for some options awards and hired outside legal help. Apple also claimed that he did not financially benefit from the option grants because he never exercised his options; however, the value of his options, however, was used to calculate the his new stock grant compensation package, according to some reports.