Paul Krill
Editor at Large

BEA stock option audit detailed

news
Feb 15, 20073 mins

High-ranking BEA Systems executives will be repaying gains received from stocks, after an audit of the company’s stock option grant practices found a multitude of issues.

The company in August 2006 announced that its board of directors had asked its audit committee to review BEA’s stock option practices; BEA is one of many companies entangled in the issue of back-dating of stock options, with Apple Computer being another.

BEA expects to restate financial statements from fiscal 1998 through fiscal 2007 and that it will record non-cash compensation expense on a pre-tax basis of between $340 million and $390 million. The majority of this expense relates to grants made in fiscal 1999 through fiscal 2002.

As a result of the myriad of findings, a new human resources leader will be recruited at BEA and the current senior vice president of human resources will remain with the company through a mutually agreed-upon transition period. BEA did not name this person in its press statement on the matter and could not be immediately reached this morning.

Key BEA executives’ names came up in the company’s statement on the issue.

Alfred Chuang, a company co-founder BEA CEO since October 2001, realized a pre-tax gain of approximately $2.4 million on his partial exercises of approved grants made to him in 1998 and 1999. While the committee did not find Chuang was involved in mis-pricing of these grants, he has agreed to re-pay BEA all after-tax gains from these options. The audit committee and the BEA board of directors expressed continued confidence in the leadership and integrity of Chuang and the current executive leadership team.

Chuang also has agreed to a re-pricing of all of his outstanding options to prices determined by the committee. He has not realized any other gains as a result of option mis-pricings and will not realize any such gains in the future, BEA said.

William Coleman, also a co-founder who was BEA CEO from 1995 through October 2001, has agreed to pay BEA after-tax gains realized on options that the audit committee determined were mis-priced. The amount of such gains on a pre-tax basis was about $260,000.

William Klein, who served as chief financial officer from February 2000 through Feburary 2005 and as executive vice president of business planning and corporate development since 2005, has agreed to repay BEA after-tax gains realized on options resulting from mis-pricings. He had realized about $34,000 on a pre-tax basis.

Klein will no longer serve as executive vice president but will remain as vice president of business planning and corporate development.

Mark Dentinger, BEA executive vice president and chief financial officer since February 2005, has agreed to a re-pricing of outstanding options to the prices determined by the audit committee.

BEA’s general counsel, also not named in the press statement, will no longer serve in this position but will remain as a vice president in the BEA legal department. The general counsel’s stock options will be re-priced.

All current independent directors of BEA who received options have agreed to re-price all outstanding options to the price associated with the current measurement dates as determined by the audit committee. These directors did not realize any gain from the exercise of any mis-priced options.

BEA in December acknowledged it had been facing a delisting by the Nasdaq stock exchange for late filings of required reports, with the lateness tied to the stock option investigation. The BEA statement on Wednesday made no mention of Nasdaq.

The Securities and Exchange Commission also is looking into BEA’s stock option grant practices, BEA said.

Paul Krill

Paul Krill is editor at large at InfoWorld. Paul has been covering computer technology as a news and feature reporter for more than 35 years, including 30 years at InfoWorld. He has specialized in coverage of software development tools and technologies since the 1990s, and he continues to lead InfoWorld’s news coverage of software development platforms including Java and .NET and programming languages including JavaScript, TypeScript, PHP, Python, Ruby, Rust, and Go. Long trusted as a reporter who prioritizes accuracy, integrity, and the best interests of readers, Paul is sought out by technology companies and industry organizations who want to reach InfoWorld’s audience of software developers and other information technology professionals. Paul has won a “Best Technology News Coverage” award from IDG.

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