That's right, the very week NASD proposed new rules governing IPOs, Bear, Stearns & Co. (NYSE:BSC) disclosed that employees might have violated securities laws involving two upcoming offerings. That's pretty embarrassing, given that these particular rules are far from new (actually, they are part of the original Securities Act of 1933).
On the face of it, the violations might appear technical in nature. In one case, sales materials presented to institutional investors may not have met the requirements of a prospectus. A second violation was downright blatant: A broker sent an email to an institutional investor -- purportedly from a Bear, Stearns research analysis -- in which revenue and earnings were incorrect.
So far, it's difficult to tell what really happened.
But one thing is clear: Bear, Stearns' clients did absolutely nothing wrong. Yet, when damaging news comes out on the eve of an IPO, it is hard for the issuer to escape untainted. It is only natural for investors to assume the worst.
The two unfortunates caught in the vortex are Open Solutions (NASDAQ:OPEN) and Synnex (NYSE:SNX).
But this is important: When IPO markets struggle to pull out of slumps -- we've just seen the worst since the 1970s -- fundamentally solid companies are typically the first to go public. Open Solutions and Synnex certainly fit that bill.
Let's look at Open Solutions. For the first nine months of 2003, the company, which develops technologies for the banking sector, generated net income of $1.7 million on $43.4 million in sales.
Smaller banks traditionally compete on the basis of personalized services, but, in the Darwinistic world of banking, this is no longer enough. They must provide more services and better pricing. Open Solutions has succeeded by helping smaller institutions -- with asset bases under $20 billion -- do just this.
One problem is that many of these smaller banks have legacy systems that are difficult and expensive to customize. The Open Solutions technology integrates with the legacy systems, making it much easier to implement new services for customers.
Yet, the talk about the IPO is not about the financials or the products, but the violation of federal securities laws. Worse, earlier this year, Bear, Stearns & Co. had a similar brouhaha with the IPO of iPayment (NASDAQ:IPMT). You'd think they would've learned.
Tom Taulli is the author of Investing in IPOs (Bloomberg Press), as well as a professor of finance at the USC School of Business (don't worry, but he does come out of his ivory tower). You can reach him at [email protected] .
