April 24 (Bloomberg) -- Apple Inc. won't be sanctioned for its backdated stock options, including some to Chief Executive Officer Steve Jobs, the U.S. Securities and Exchange Commission said, citing the company's cooperation with its investigation.

The SEC credited Apple today for ``swift, extensive, and extraordinary cooperation,'' while announcing lawsuits against two former top executives. At the same time, former Chief Financial Officer Fred Anderson, who settled an SEC lawsuit against him today, released a statement saying he cautioned Jobs in 2001 that the company may have needed to take a charge for its backdated stock-option grants.

Apple, maker of the iPod music player, is the largest company to have current or former executives targeted in an SEC lawsuit alleging the manipulation of stock options to boost their value. The company said in December 6,428 option grants between 1997 and 2002 were backdated, including one to Jobs marked as approved at a board meeting that never occurred.

``To me, this indicates Apple is finished with this matter and the SEC,'' said James Grossman, a fund manager at Thrivent Financial for Lutherans in Appleton, Wisconsin, which oversees $65 billion including Apple shares. There's a degree of ``comfort'' the regulator won't pursue a lawsuit against Jobs, he said.

Sheila O'Callaghan, an SEC enforcement official overseeing the case, declined to comment on whether the regulator may later sue Jobs.

Shares of Apple were down 27 cents, to $93.24 at 4:01 p.m. in Nasdaq Stock Market trading. They are up 10 percent this year.

Case Challenged

Former Apple General Counsel Nancy Heinen will fight the SEC's civil lawsuit filed against her today in San Francisco, her lawyers said. The SEC settlement with former finance chief Anderson calls on him to forfeit $3.5 million and pay a $150,000 fine to resolve claims he filed false financial reports and had inadequate accounting controls at the Cupertino, California-based company.

Jobs, 52, who co-founded the company in 1976 and returned to run it 10 years ago, apologized to shareholders in October after finding instances of suspicious grants. That same month, Apple said the actions of two unnamed executives had raised ``serious concerns.''

``We thought it was important to let the company know where it stood,'' Marc Fagel, and SEC enforcement attorney, said of the decision to rule out a lawsuit against Apple. ``We are not commenting on anyone other than Apple,'' he said, declining to say whether the investigation is still active. `` The SEC did not file any action against Apple or any of its current employees,'' Apple spokesman Steve Dowling said in a statement.

Anderson's `Caution'

Anderson had ``cautioned'' Jobs that stock-option grants to executives would have to be priced on the day the board approved them ``or there could be an accounting charge,'' Anderson's attorney, Jerome Roth, said in a statement today.

Jobs assured Anderson the board had granted prior approval, and Anderson ``relied on these statements,'' concluding the grant was being properly handled, Roth said.

``Fred is pleased to put this matter behind him,'' he added. ``The claims against him do not include fraud.''

Gore Investigation

A special committee led by Apple board member and former U.S. Vice President Al Gore concluded in December that Jobs had recommended some favorable dates on options other than his own. Still, the probe found no wrongdoing by the CEO. Apple said it held ``complete confidence'' in him.

That same month, Apple recorded $84 million in charges to correct its accounting for the backdated options, including $20 million for Jobs' 7.5 million share award.

Jobs voluntarily canceled that grant and other outstanding options in March 2003. Instead, the board gave him 5 million shares of restricted stock, which vested in March 2006. At the time, the shares were worth $646.6 million.

2001 Grant

The 7.5 million-share grant was first approved at a board meeting on Aug. 29, 2001, when the company's share price was $17.83, the SEC said. After Jobs complained about its terms, Apple's compensation committee renegotiated, completing the final award on Dec. 18, when shares closed at $21.01. The grant was then backdated to Oct. 19, giving Jobs a lower exercise price of $18.30, the SEC said.

The SEC also focused on an award of 4.8 million shares to members of Jobs' executive team. That grant, approved in early February of 2001, was backdated to Jan. 17, helping Heinen improperly reap at least $1.6 million, while Anderson got $3 million, the SEC said.

Heinen backdated Jobs's 7.5 million-share option grant and the earlier grant to his executive team, the SEC claimed in its lawsuit. Anderson falsely accounted for the grants in Apple's earnings, the SEC said.

``Nancy did not backdate stock options, and she didn't deceive anyone either inside or outside the company,'' Heinen's attorney, Miles Ehrlich, said in an e-mailed statement. ``Every action Nancy took was fully understood and authorized by Apple's board of directors, was consistent with the interests of shareholders -- and consistent with the rules as she reasonable understood them.''

Stock options allow holders to buy shares at a later date, usually at the market price the day they were granted. Backdating options to days with lower share prices inflates the value of the grants. If not properly disclosed, the practice may break laws because it hides costs from shareholders and regulators.

More 220 companies have disclosed internal or federal investigations related to options backdating, leading to restatements totaling more than $11 billion. At least 80 executives and directors left their jobs at companies who have been subject to options probes.

The case is SEC v Nancy Heinen and Fred Anderson, 07-2214, U.S. District Court, San Francisco.

To contact the reporters on this story: David Scheer in Washington dscheer@bloomberg.net; Karen Gullo in San Francisco at kgullo@bloomberg.net.

Last Updated: April 24, 2007 16:20 EDT