BRIEF-Seair announces default on senior debt
* Seair Inc - defaulted on terms of its senior debt senior debt and is currently in negotiations with its creditors to develop a restructuring plan
(Adds closing stock price)
By Wojtek Dabrowski
TORONTO Feb 5 Research In Motion RIM.TO RIMM.O Co-Chief Executive Jim Balsillie will step down from the board and, along with other executives of the company that makes the BlackBerry smartphone, will repay tens of millions of dollars to settle stock-option allegations dating back to 1996.
Under the pact reached with the Ontario Securities Commission and approved on Thursday, Balsillie will pay a penalty of C$5 million ($4.1 million), while Co-Chief Executive Mike Lazaridis will pay a C$1.5 million penalty. The two men also must pay investigation costs to the regulator.
The agreement also stipulates that the two co-CEOs and RIM's former CFO, Dennis Kavelman, will repay C$38.3 million to the company. They must also repay about C$30 million to cover the costs of a voluntary internal probe into the matter undertaken by RIM earlier.
Balsillie and Lazaridis had already paid C$15 million to offset the costs of the Waterloo, Ontario-based company's internal review. Balsillie may not serve on RIM's board for at least 12 months as part of the settlement, and Kavelman must pay a C$1.5 million penalty.
The OSC alleged the executives backdated and repriced stock options using dates on which the market price of RIM's shares was relatively low. Handing out options at the lower prices had the effect of improperly enriching the recipients and, the OSC alleged, could have deprived RIM of about C$66 million.
Independent technology analyst Carmi Levy said the size of the settlement is "not material at all" to the company's fortunes, although RIM is probably pleased to have the matter behind it.
"It means that they can finally put this tenuous chapter behind them and get on with the business of competing in the smartphone market," he said.
The OSC had also alleged that RIM made "misleading or untrue" statements to investors, because its various corporate reports to investors over the span of a decade did not disclose that backdating and repricing of options was taking place.
"We take this very seriously, the trust of the public markets, and we've made mistakes," Balsillie told reporters after the hearing.
"Absolutely, we take full responsibility," said, adding: "We're 100 percent focused on work and moving forward."
The backdating of stock options grants became a major issue across corporate America in 2007. More than 170 companies were investigated by U.S. authorities or conducted internal inquiries into possible manipulation of stock-option grant dates to benefit recipients.
Some probes resulted in criminal charges, including those laid against executives at Brocade Communications Systems Inc. and Comverse Technology Inc.
As far as RIM is concerned, the backdating investigation -- which also led to a $250 million earnings restatement -- is disruptive, but ultimately immaterial, analysts have said.
Still, the size of all the penalties and restitution taken together -- more than C$90 million -- makes the settlement a marquee case for the Ontario Securities Commission's enforcement staff.
"The sanctions send the right message that the conduct that we saw here will not be tolerated by anyone," OSC litigator Sasha Angus said of the pact, which will also see an independent consultant appointed to review RIM's governance practices.
Angus also said the commission -- Canada's main stock market regulator -- worked together with the U.S. Securities and Exchange Commission during its investigation of RIM.
RIM's shares rose 84 Canadian cents to close at C$69.94 on the Toronto Stock Exchange.
($1=$1.23 Canadian) (Reporting by Wojtek Dabrowski; Editing by Frank McGurty)
* Sets regular quarterly dividend of $0.2425 per share Source text for Eikon: Further company coverage:
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