Once again, as Wall Street waits for happy hour, we Fools wade into 8-K filings that, if the timing is to be believed, executives would rather you not read.
Kicking off today's list is this filing from SUPERVALU (NYSE: SVU ) , which provided details of a legal setback that came to light a week ago. Former regional chain operator Jonathan Johnson won a $16 million judgment against the grocer on June 6, Reuters reported.
Friday's 8-K says that Johnson's suit "lacks merit" and adds that SUPERVALU is willing to appeal to the Supreme Court of Virginia, even though the judgment wouldn't materially impact results.
More mystifying is this filing from Harley-Davidson (NYSE: HOG ) , which, interestingly, offers investors a bit of good news: On June 1, the SEC dropped its investigation into whether a disappointing 2005 financial report misled investors. Perhaps the king of the road didn't want to remind anyone of its somewhat sordid past?
Hang on while we remove this foot from our CEO's mouth ...
Perhaps, but, really Harley, you don't know what embarrassing is. But BioSante Pharmaceuticals (AMEX: BPA ) CEO Stephen Simes does.
On Friday, the company attempted to explain away Simes' apparent desire for a merger. Here's the exact quote, apparently taken from a presentation during Simes' recent trip to Israel and published by Globes, an Israeli business daily:
I invite Israeli companies to merge with us ... We've been thinking for a long time about licensing the products of Israeli companies, and we recently began thinking -- why not a merger? We're already in talks with two or three possible companies, but we're open to proposals from anyone who can demonstrate products that are synergetic with ours.
Now, here is BioSante's take as described in the 8-K:
... As disclosed in BioSante's most recent annual report on Form 10-K, one of BioSante's strategic goals is to license or otherwise acquire other products that will add value to BioSante's current product portfolio, and as a matter of course, BioSante from time to time engages in discussions with third parties regarding the licensing or acquisition of products.
Translation: He didn't mean a merger, he meant an acquisition of intellectual property. Yeah, I don't buy it either.
We'd rather get paid now, thanks
Nor do I think it's necessary for WellCare Health Plans (NYSE: WCG ) to front its board members $85,000 each just for showing up.
Yet that seems to be what we have here. On June 7, WellCare's board members approved new stock options grants for themselves worth at least $85,000 each. I say "at least," because the chairman of the audit committee receives a larger share, worth $115,000.
Truth be told, these payments really aren't that outrageous. Sure, they're large, but they're easily affordable for WellCare, an insurer that produced $4.2 billion in revenue over the trailing 12 months. What irks me is the conditions of the grants. Quoting from the 8-K: "The stock options are awarded as of June 12, 2007, are immediately vested, and expire after four and one-half years." [Emphasis mine.]
Translation: Can you make that check out to cash?
Hey, fellas, here's an idea: How about you take a little risk? You know, like the common shareholders you purport to serve? Shameful.
Get lost, get a raise
But my favorite filing this week comes from eHealth (Nasdaq: EHTH ) , an Internet-based insurance agency that announced Chief Operating Officer Robert Fahlman resigned from his post, only to be rehired the next day. Quoting from the 8-K:
Mr. Fahlman resigned from his present position of employment with the Company as senior vice president, carrier relations, and chief operating officer .... effective June 6, 2007 and was rehired on June 7, 2007 with the title of Licensed Writing Agent ... The Company will pay Mr. Fahlman $165 per hour for his services. [Emphasis mine.]
Notice the hourly rate. Fahlman just got a raise. According to the proxy statement, he made $333,127 in salary, bonuses, and perks during 2006. That's $160 per hour if you assume a 40-hour workweek.
To be fair, Fahlman, as a contractor, will probably scale back his hours on the job, netting him less pay on a gross basis. Still, it has to be sweet to walk away and come back knowing you could earn more if you really wanted to. If only shareholders could get that deal.
Think you've found a late filing we Fools should see? Let me know.
Fool contributor Tim Beyers, who is ranked 7,384 out of more than 30,000 rated investors in our Motley Fool CAPS investor intelligence database, usually favors two scoops of ice cream over the inside scoop. Tim didn't own shares in any of the companies mentioned in this article at the time of publication. Tim's portfolio holdings can be found at his Fool profile. His thoughts on SEC filings, Foolishness, and investing in general may be found in his blog. The Motley Fool's disclosure policy may be filed under "F" for fair, or Foolish.