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Black Box execs accused of backdating options for personal gain
Friday, November 17, 2006

A number of executives and officers at Lawrence-based Black Box Corp. were sued yesterday by a shareholder alleging they shirked their fiduciary duties while enriching themselves by backdating stock options.

John L. Anderson, in his a suit filed yesterday in U.S. District Court in Pittsburgh, claimed that from 1995 to 2002, 14 officials at the communication networks equipment provider colluded with one another to backdate stock option grants for certain company executives at improperly low prices and then sell the shares for substantial profits.

Among those named were current Chief Executive Officer Frederick C. Young, retired CEO Jeffrey M. Boetticher and corporate compliance director Anna M. Baird.

Attempts to reach officials at Black Box were unsuccessful.

The lawsuit says that the alleged back-dating of options caused Black Box to sustain "millions of dollars in damages'' and the recipients of the options to garner "millions in unlawful proceeds." The suit alleges that Mr. Young earned the most from the actions, more than $13 million.

Stock options are incentives typically awarded to company executives, allowing them to buy a number of shares at a set price, typically the price on the day they are awarded. If and when the company's stock rises, the executive can opt to buy the shares at the previously set "strike price" and then promptly sell them to turn a profit.

The option to buy at the set price does expire, however -- most stock option incentives last about a decade -- meaning that the option holder must buy the shares within a set time frame that is agreed to by the company's board. While it's not illegal to backdate stock options, or change the date the options are awarded to a day when the shares are trading at a low price, general accounting principles require the company to count the difference as an expense.

Court documents claim that 10 option grants Black Box issued since 1996 coincide with days that the firm's shares were at their lowest in that fiscal quarter and year, and Mr. Anderson contends there was less than a .04 percent chance that it was a coincidence that Black Box's option grants were on dates when the shares were at a low. "The only explanation ...is that the options were backdated to coincide with favorable dates when the price of Black Box stock was particularly low," court documents said.

Mr. Anderson also alleges that the defendants, who include company director and audit committee member William R. Newlin, chief administrative officer of local retailer Dick's Sporting Goods, worked to conceal the backdated options and filed 11 years' worth of fraudulent financial reports with the Securities and Exchange Commission.

First published on November 17, 2006 at 12:00 am
Corilyn Shropshire can be reached at cshropshire@post-gazette.com or 412-263-1413.