LOS ANGELES
Securities regulators on Wednesday charged Broadcom Corp. co-founders Henry
T. Nicholas III and Henry Samueli with falsifying the company's reported income,
leading to what is believed to be the largest accounting restatement yet 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, unspecified monetary penalties as well as
removing Samueli and Dull from their positions.
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.
The SEC has reached civil settlements with eight companies, including
Broadcom, and at least 30 former executives over improper options backdating
since late 2006. At one point, the SEC was investigating more than 100
companies.
In addition, federal prosecutors have investigated scores of companies for
options backdating, and at least 18 executives have been hit with criminal
charges. Nine have pleaded guilty.
Nicolas and Samueli are on leave but will continue as employees of the
company, according to a statement from Broadcom.
The company refused to comment on the allegations against the two executives
and emphasized that the government's charges pertain to events that happened
five to 10 years ago.
Samueli's attorney Gordon Greenberg said in a statement that a 2006 audit
exonerated his client from any wrongdoing in the options backdating.
The SEC also "failed to acknowledge that Dr. Samueli has no accounting
training and was never responsible for the processing or accounting of stock
options," Greenberg said.
Ruehle's attorney, Richard Marmaro, also denied his client did anything
illegal.
"Bill Ruehle denies the allegations in the SEC's complaint that he
retroactively determined the grant dates for Broadcom's stock options or that
he, or any of Broadcom's other senior executives, engaged in a scheme to defraud
investors or misstate the company's financial statements," Marmaro said. "When
the full truth comes out, we are confident that he will be fully vindicated."
Dull's attorney, Seth Aronson, declined to comment, citing Broadcom's
settlement with the SEC that precludes the company's management from speaking
about the case.
Phone messages left for an attorney and a spokesman representing Nicholas
were not immediately returned.
Samueli and his wife, Susan, own the Anaheim Ducks.
"There will be no changes in the management or operation of the club or Honda
Center," Ducks CEO Michael Schulman said in a statement.
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.
Samueli, 53, co-founded the semiconductor-maker with Nicholas in 1991. The
two first met while working for defense contractor TRW Inc. Samueli is chairman
and chief technical officer and owns nearly 7 percent of the company's stock,
according to the SEC.
Nicholas, 48, served as CEO and president since Broadcom's inception until he
resigned in 2003. Last month, his attorney Bill Hake said Nicholas had entered
an alcohol rehabilitation program.
Ruehle, 65, joined the company in 1997 as vice president and chief financial
officer and retired in 2006. Dull, 59, serves as Broadcom's general counsel,
secretary and senior vice president of business affairs.
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 company also agreed last month to pay $12 million to settle
similar charges without admitting or denying the allegations.
Broadcom's shares slid 1.8 percent, or 51 cents, to $26.96 Wednesday.
Copyright 2008 Associated Press