Ex-Apple CFO blames backdating on Jobs
Tuesday, April 24, 2007; 3:32 PM
Apple CEO Steve Jobs told former Chief Financial Officer Fred Anderson to backdate stock options, according to a statement issued Tuesday by Anderson's attorney.
The U.S. Securities and Exchange Commission reached a settlement with Anderson in the stock-options case, the SEC said today and soon after it officially announced that deal, the former Apple executive's lawyer issued the statement on his behalf. The SEC also charged former Apple general counsel Nancy Heinen with fraudulently backdating options.
An internal Apple audit found that Jobs was aware of the backdating, but that he did not financially gain from it and did nothing wrong.
Anderson was told by Jobs in late January 2001 that Jobs had an agreement with the board of directors to grant stock options on Jan. 2, according to the statement from Anderson's attorney. Anderson "cautioned" Jobs that the grant for executives would have to be priced based on the date of the board agreement "or there could be an accounting charge," and also told Jobs the board would have to confirm it had given prior approval for the grant dates "in a legally satisfactory method."
Jobs assured him that the board had given approval and Anderson "relied on these statements by Mr. Jobs and from them concluded the grant was being properly handled," the statement said.
Anderson understood that according to Apple's stock option plan and accounting rules, the grant date could be moved to a later date and there wouldn't be any related compensation expense so long as the stock price was higher than it had been on the original date.
He understood that the date was moved from Jan. 2 to Jan. 17 "to avoid any appearance of impropriety that might arise from a grant awarded just prior to the stock price rise that resulted from the Macworld exhibition, and Mr. Jobs' keynote speech" given there on Jan. 9 in which he offered details of new products.
But according to the SEC case filed today in U.S. District Court for the Northern District of California, those meetings were fabricated.
In one instance that occurred in February 2001, Apple granted 4.8 million options to six executives including Heinen and Anderson. To avoid reporting an $18.9 million compensation charge, Heinen backdated the options to Jan. 17 when the company share price was much lower, the SEC said. She then told her staff to prepare false documents showing the board of directors had acted on that day. Anderson colluded by failing to the disclose those actions to Apple's auditors, or ensuring that Apple's financial statements were correct, the SEC said.
Later, in December 2001, the company granted 7.5 million options to Jobs. Again, Heinen avoided a $20.3 million charge by drafting minutes for a fake board meeting she said happened on Oct. 19, the SEC said. That meeting had never occurred.
Both Heinen and Anderson personally received millions of dollars in unreported compensation through the backdating, the SEC said in its case.