SEC charges Broadcom co-founders in stock options probe
AP , Los Angeles: May 14 2008
Made Popular May 14 2008

Federal officials on Wednesday charged Broadcom Corp. co-founders Henry T. Nicholas III and Henry Samueli with falsifying the company’s reported income, which led to what is believed to be the largest accounting restatement to date because of backdating stock options.

A civil complaint filed by the Securities and Exchange Commission also charges former chief financial officer William J. Ruehle and general counsel David Dull. It seeks injunctions and unspecified monetary penalties.

The four men are accused of violating federal securities laws by misrepresenting the dates on which stock options were granted to its executives and employees.

The SEC said that as a result of the scheme, Broadcom restated its financial results in January 2007 and reported more than $2 billion in additional compensation expenses.

“This egregious misconduct resulted in the largest accounting restatement to date arising from stock option backdating and warrants the significant sanctions sought from these individuals,” said Linda Chatman Thomsen, director of the SEC’s Division of Enforcement.

Phone messages left for attorneys representing all four men were not immediately returned.

The SEC complaint filed in U.S. District Court claims the backdating scheme occurred between 1998 and 2003 in which the four men misrepresented the dates stock options were granted in the company.

The complaint also said Nicholas and Samueli served on a two-member option committee that approved up to 88 grants during that period, but didn’t hold meetings on the dates the grants were supposedly approved.

Backdating stock options involves retroactively setting the exercise price to a low point in the stock’s value to increase profits for an executive or employee when shares are sold.

If companies backdate options without properly disclosing and accounting for the move, it can cause profits to be overstated and taxes to be underpaid.

The U.S. attorney’s office also has launched an investigation into stock-option backdating at Broadcom. In a court hearing in January, federal prosecutors told a judge that Nicholas and Samueli were “unindicted potential co-conspirators” in the probe.

A former human resources executive, Nancy Tullos, pleaded guilty to obstruction of justice earlier this year and settled with the SEC for $1.4 million without admitting wrongdoing. She is cooperating in the ongoing U.S. attorney’s investigation.

The Irvine-based communications chip maker also agreed last month to pay $12 million to settle similar charges without admitting or denying the allegations.

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