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New Class Action Suit Filed Over Stock Options

by , 5:20 PM EDT, August 25th, 2006

The law firm of Stull, Stull & Brody on Friday said that it has filed a class action lawsuit against Apple on behalf of shareholders who purchased the company's stock and/or put options between Dec. 1, 2005 and Aug. 11, 2006.

The first two lawsuits against Apple over the stock option backdating irregularities it has admitted to were filed in early July. Another suit was filed at the beginning of August.

The firm explained in a press release: "The Complaint charges that Apple and certain of its officers and directors violated Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rules 10-b(5) and 14a-9 promulgated thereunder. The action alleges that defendants made false and misleading statements and omissions concerning Apple's improper and undisclosed practice of backdating options conferred on certain executives which made it appear that such options were issued on dates when the market price of Apple stock was higher than actual market price on the actual grant dates.

"This improper backdating masked the virtually instant profits the option recipients obtained. Under generally accepted accounting principles, these profits were required to be recognized as an expense in the Company's financial statements for the appropriate period, but were not. Thus, the Company's financial statements in its Form 10-K filing for the fiscal year 2005 and interim financial statements for 2005 and 2006 were materially false and misleading.

"In addition, the Company's Proxy Statement for its annual shareholder meeting held in 2006 was materially false and misleading because it contained statements concealing Apple's practice of backdating stock options. The Complaint further alleges that as a result of defendants' actions, plaintiffs and the Class were damaged."

Anyone interested in contacting the firm regarding the lawsuit can do so through the contact information on its Web site. The New York office is handling the matter.

Observer Comments

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Close Name:Tommo_UK -   TMO Mac Specialist Posts: 23996 Joined: 16 Mar 2005
Subject:

Blood sucking ambulance chasing lawyers

Close Name:Bosco Posts: 1002 Joined: 03 Jun 2002
Subject: Not a fan of class action

I'm no fan of class action lawsuits. For example, I just got two unsolicited e-mails concerning a settlement in the DRAM lawsuit and I honestly don't know if it's spam or pfishing or legit. It's entrepreneurial sue-age, and that's not a good thing.

But expensed options is a serious issue. If the company just prints stock to cover these options grants, the company dilutes the stock holders. Expensing options, while not yet a required practice, ought to be precisely because it makes the back-dating issue moot. Back-date if you like, but then you have to enter the price difference between the back-date and the actual date. And then the shareholders can decide how much they like that game.

I am starting to think that it may take an Enron to make the point about expensing options, and that in turn may result in a legislative overreaction like Sarbanes-Oxley. It would seriously suck if it turned out to be Apple, but when you hear people talk about the problem of non-expensed options, Apple is an example.

Honestly, the whole stock options game in the tech industry is a mess. It's simply a way for companies to get people below upper management level to work for less than they are worth and keep them from evaluating opportunities (as vesting time nears). And for upper management, it's a gutless way to mask what the companies are actually paying them, because big salaries aren't socially acceptable. The only shareholders who give a crap about excessive salaries are the public employees pension funds anyway, and they whine about enough stuff that a company could safely ignore them on salaries.

The thing I fail to understand about Apple with regard to this issue is that they just seem to be reacting and delaying. They could have solved it earlier this year by changing their policy and restating their earnings while simultaneously hiring their special counsel to look into the mess. Now with the uncertainty, they just invite a whole line of lawyers.

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