By Ian Katz and Hugo Miller
Feb. 17 (Bloomberg) -- Four executives at Research In Motion Ltd., the maker of the BlackBerry phone, agreed to pay more than $2.2 million to settle claims by U.S. regulators that they backdated stock options for eight years.
Co-chief executive officers James Balsillie and Mike Lazaridis, former Chief Financial Officer Dennis Kavelman and former Vice President of Finance Angelo Loberto illegally granted in-the-money options to executives and employees by backdating the grants between 1998 and 2006, the Securities and Exchange Commission said today in a statement. The agency filed a complaint today in federal court in Washington.
The settlement comes almost two weeks after Balsillie, Lazaridis and Kavelman agreed to pay a combined C$9 million ($7.1 million) in fines and legal costs and repay the company C$68 million to settle with the Ontario Securities Commission. The incident was “not fraud, rather it was negligence,” the commission’s vice chairman James Turner said at the time of settlement.
The SEC alleged in its statement that the defendants “made false and misleading disclosures” in how they priced and accounted for the options. Kavelman and Loberto “took steps to hide the backdating from regulators, RIM’s independent auditor and outside lawyer,” and Kavelman misled investors at the company’s 2006 annual shareholder’s meeting by denying that Research In Motion was backdating options, the SEC said.
Not an Admission
Research In Motion said in a statement that it wasn’t “admitting or denying allegations” made by the SEC. Spokeswoman Marissa Conway declined to comment beyond the statement. Kavelman’s attorney, Andrew Geist, with O’Melveny & Myers, was traveling and didn’t immediately respond to an e-mail seeking comment.
The executives agreed to pay fines totaling $1.4 million and have already returned more than $840,000 to the Waterloo, Ontario-based company, which represents the value of the backdated options they had exercised, the SEC said.
“This enforcement action underscores the SEC’s resolve to assure full and accurate disclosure to U.S. investors by foreign issuers,” Linda Thomsen, the SEC’s enforcement director, said in the statement.
Through backdating of options, companies retroactively change grant dates to periods when share prices were lower, boosting recipients’ profits while potentially distorting earnings. At least 225 companies have disclosed internal or federal probes of options irregularities since 2006, and more than 140 said they would restate financial results.
Executives Barred
Kavelman and Loberto also agreed to be barred for five years from serving as officers or directors of any company with securities registered with the SEC, the agency said.
The Ontario commission said Feb. 4 that Research In Motion executives gained $54 million from backdating options. About 1,400 options issued in the 10 years ended in July 2006 were incorrectly backdated to increase the value of the securities, the commission said.
Research In Motion, down 41 percent in the past year, fell C$3.51, or 5.9 percent, to C$56.54 at 4:10 p.m. in Toronto trading.
To contact the reporters on this story: Ian Katz in Washington at ikatz2@bloomberg.netHugo Miller in Toronto on hugomiller@bloomberg.net
Last Updated: February 17, 2009 17:51 EST
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