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 not read.
Kicking off today's list is this filing from digital travel agent Expedia (Nasdaq: EXPE ) , which announced that David Goldhill, a former investment banker who had been a member of the board since the company's August 2005 spinoff from IAC/InterActiveCorp (Nasdaq: IACI ) , has resigned. Goldhill was a member of the audit committee.
Designer Steve Madden (Nasdaq: SHOO ) got similar news on Friday. That's when director Hal Kahn, a board member since late 2004, stepped down. Why? Who knows? According to this filing, Kahn had no disagreements with his peers. Too bad; it'd be nice if someone other than investors found Steve Madden's performance to be disagreeable.
DJO needs a Holy Diver
At DJO (NYSE: DJO ) , which produces medical devices, investors aren't just stewing, they're suing.
On Friday, Aug. 31, a class-action shareholder lawsuit was filed in the San Diego Superior Court challenging the company's proposed merger with ReAble Therapeutics, which is controlled by an affiliate of private equity investor The Blackstone Group (NYSE: BX ) . Notice the timing. Why did it take a full week for DJO to disclose the suit?
Perhaps it's because lawyers are waiting to pile on? Quoting from the 8-K: "The Company believes that one or more additional lawsuits of a similar nature will be filed." Cue sarcastic voice: Shocking.
Where have all the wood-carvers gone?
Wood and paper products maker Weyerhaeuser (NYSE: WY ) isn't under assault from an Armani army the way DJO is about to be, but its problems are no less severe. Quoting from Friday's 8-K:
On September 7, 2007, Weyerhaeuser Company announced that market conditions for wood products have not improved in the third quarter. The ongoing weak market conditions will likely result in further actions by the company to balance supply with demand through closures, curtailments and restricted operating postures at the company's Wood Products facilities. The company said that markets for its Cellulose Fibers and Containerboard, Packaging and Recycling segments continue to improve. [Emphasis mine.]
Sounds bad, doesn't it? It sure is, but you'll need to do some digging to really understand why. According to the latest quarterly report, the wood products segment accounted for the largest percentage of revenue (38.3%) and created the biggest drag on earnings (a $123 million loss).
The good news? Together, the cellulose fibers and containerboard, packaging, and recycling businesses accounted for 41.5% of Weyerhaeuser's revenue. If that ratio rises further, modest growth may be achievable.
A responsible sin stock?
But my favorite filing this week comes from payday lender Advance America (NYSE: AEA ) , which last week entered into a severance agreement with former chief financial officer John Hill. Quoting from the filing:
... Mr. Hill will receive severance equal to three hundred sixty-two thousand dollars ($362,000), to be paid in equal regular payroll installments over the next twelve months, and a one time lump sum payment of forty-two thousand two hundred thirty-three dollars ($42,233), representing a pro-rated bonus for 2007, which amount shall be paid when annual bonus payments for 2007 are regularly paid to the Company's other executives, but not later than March 1, 2008. All such payments will be made less applicable tax withholdings. The Agreement does not provide for the acceleration of vesting of any stock options or shares of restricted stock. [Emphasis mine.]
Notice anything? I do. Too often, these agreements burn shareholder cash to cover tax bills and vest heaping helpings of in-the-money options. Here's a good example. Here's another. But Advance America won't play that game, which means a sin stock just became the responsible party when it comes to executive compensation. Unbelievable.
Found a late filing we Fools should see? Drop me a line.