UPDATE 3-SEC charges Broadcom chairman, gen counsel, ex-execs

(Updates with company announcement of Samueli, Dull leave of absence, Samueli comment)

By Sinead Carew

NEW YORK, May 14 (Reuters) - The U.S. Securities and Exchange Commission said on Wednesday it charged two current and two former top officers of chip maker Broadcom Corp (BRCM.O) with backdating stock options.

The SEC said it filed a federal court complaint against co-founder, Chairman and Chief Technology Officer Henry Samueli and General Counsel David Dull, as well as Broadcom ex-Chief Executive Officer Henry Nicholas and former Chief Financial Officer William Ruehle.

The company subsequently announced that Samueli and Dull had each taken leaves of absence as executive officers of Broadcom until the civil complaint is resolved.

Samueli also resigned as chairman of the Broadcom board and as a director, and will not be standing for re-election at the company's annual meeting. The board appointed director John Major to serve as nonexecutive chairman.

Samueli said in a statement that "it would be inappropriate for me to continue on as a director and elected officer of Broadcom" and that he "could not in good conscience allow today's unfortunate turn of events to become a distraction to the company I co-founded."

Samueli and Dull will continue to be employed at Broadcom in their areas of expertise, but will no longer be involved in corporate governance, the company's financial reporting or public disclosures, the company said in a statement.

Nor will they have the power to make agreements on behalf of Broadcom.

Major said Broadcom would not comment on allegations against Samueli, Dull or other former employees but added that the government's claims were "half a decade to nearly a decade" old and that the company had strengthened its options grant process.

The charges follow Broadcom's agreement, announced on April 22, to pay $12 million to settle SEC charges that it fraudulently backdated stock options.

The men schemed from 1998 to 2003 to secretly backdate stock option grants, which forced the company to eventually restate its financial results and report more than $2 billion in extra compensation expenses, the SEC said in a statement.

The SEC alleged that Ruehle and Dull each benefited personally from the backdating scheme by receiving and exercising backdated option grants that were in the money by more than $100,000 for Ruehle and $1.8 million for Dull.

The regulator said it is charging all four with violating or aiding violations of anti-fraud, record-keeping, financial reporting and internal controls provisions of federal laws.

It also said Nicholas and Ruehle had signed false and misleading certificates related to Broadcom's financial reports from 2002 through 2005. In addition, it charges that Ruehle and Dull violated securities ownership reporting provisions.

The SEC said it wants permanent injunctions, civil monetary penalties and officer-and-director bars against all four.

It said it is also looking for Dull and Ruehle to pay back money received from exercising the options in question and any interest earned from the time of the backdating up to the time of a court judgment. It is also seeking the reimbursement of bonuses and profits from stock sales from Nicholas and Ruehle.

David Dull's lawyer, Seth Aronson of O'Melveny & Myers LLP, said that, as an officer at Broadcom, Dull was precluded from denying the SEC's allegations due to the company's corporate settlement with the SEC.

"On that basis, we cannot comment now, but will respond to the SEC's complaint against Mr. Dull at the appropriate time," Aronson said in an e-mailed statement.

Samueli's lawyer, Gordon Greenberg, noted in a statement that an independent team of lawyers and accountants hired by Broadcom's outside board members in 2006, had filed a report with the SEC that fully exonerated Samueli.

Greenberg said Samueli has no accounting training and was never responsible for stock options accounting and that the report had found he "reasonably relied on management and other professionals regarding the correct option accounting treatment and grant approval process."

William Ruehle's lawyer, Richard Marmaro, issued a statement saying Ruehle denied the allegations in the SEC complaint and that he would vigorously oppose it.

Previously, the commission had brought enforcement actions against Broadcom and its former vice president of human resources, Nancy Tullos, in connection with the option backdating scheme.

The commission said the U.S. Attorney's Office for the Central District of California and the Federal Bureau of Investigation had helped in the case, which it said it is still investigating.

Lawyers representing Nicholas were not immediately available for comment. Broadcom shares closed down 51 cents, or 1.86 percent, at $26.96. (Additional reporting by Gina Keating in Los Angeles; Julie Vorman in Washington; editing by Carol Bishopric)