Once again, as Wall Street waited for happy hour, we Fools waded into 8-K filings that, if the timing is to be believed, executives would rather you didn't read.
Kicking off today's list is this filing from office products maker Avery Dennison (NYSE: AVY ) . Notice the format. Although the primary disclosure is for an offering of 6.625% notes to be sold to JPMorgan Chase (NYSE: JPM ) , Bank of America (NYSE: BAC ) , and Barclays Capital, you'll find this tidbit at the end:
On September 20, 2007, Avery Dennison ... entered into a settlement agreement with Ronald E. Dancer. Pursuant to the agreement, Mr. Dancer's purported class action in the United States District Court for the Central District of California alleging breaches of fiduciary duty under the Employee Retirement Income Security Act to Avery Dennison's Employee Savings Plan and Plan participants was dismissed with prejudice, and Avery Dennison agreed, among other things, to not make certain amendments to its Employee Savings Plan for at least three years, and to pay certain immaterial expenses. [Emphasis mine.]
Juicy. Make sure you don't speed-read your 8-Ks, Fool.
Gap (NYSE: GPS ) , a Taleo Corporation customer, issued a press release today disclosing data loss resulting from a stolen laptop. The data loss involved a Gap vendor that processes job applicant data. Taleo was not the vendor involved in this data loss. [Emphasis mine.]
Comical? Actually, no. By immediately responding to the crisis, Taleo left nothing to the wild imaginations of investors. And there's plenty of reason for investors to go wild. Some 800,000 Social Security numbers could now be exposed to identity theft.
Is this really the best you can do?
For others, Friday's timing raises questions over news that, on the surface, seems excellent.
Take this 8-K from data networker Nortel (NYSE: NT ) . In it, Nortel says that it's completed its redemption of $1.125 billion in outstanding $1.8 billion 4.25% convertible senior notes. The notes are due September 2008.
Good news, right? You'd think so. Nortel has been saddled with debt for so long that any meaningful balance-sheet progress is likely worth celebrating. But is it here? Honestly, I'm not so sure. Look at that interest rate again. Who else do you know is borrowing $2 billion in capital for 4.25%?
By choosing to pay off this debt early, management is admitting that it has no idea how to earn more than 4.25% on the capital it has at its disposal. There could be other reasons, but in general, I view this as pretty sad.
How to get $3 million for violating company policy
But my favorite filing of the week comes to you courtesy of The Children's Place (Nasdaq: PLCE ) , which announced a slew of executive changes and a class action lawsuit. Read all about it here.
Notice anything? I do. Even though the board asked longtime CEO Ezra Dabah to step aside for what seems to be securities trading violations, he's eligible for a severance package of unspecified dimensions.
Mr. Dabah's amended and restated employment agreement provides that if Mr. Dabah's employment is terminated by us without cause or for disability, or by Mr. Dabah for good reason or following a change in control (as each such term is defined in the agreement), we will be required to pay Mr. Dabah, as a lump sum, an amount equal to three times his base salary then in effect. Mr. Dabah also will be entitled to receive any accrued but unpaid bonus compensation, and all outstanding unvested stock options under our stock option plans will immediately vest. [Emphasis mine.]
Guess how much Dabah's salary was at the time of this 8-K? That's right! (Cue Dr. Evil voice.) One meeeellioon dollars, which he means he's likely to take home $3 million for violating company policy.
We should also throw in another mil for his unpaid bonus, and the more than 5.2 million shares (including options) of The Children's Place that he still owns. Oh, and he gets to keep a seat on the board of directors.
Way to stick it to the shareholders, Mr. Dabah.