U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21753 / November 23, 2010
Accounting and Auditing Release No. 3215 / November 23, 2010
Securities and Exchange Commission v. Jacob (“Kobi”) Alexander, et al., United States District Court for the Eastern District of New York, Civil Action No. 06-CV-3844 (E.D.N.Y.) (NGG)
SEC SETTLES OPTIONS BACKDATING CASE AGAINST JACOB “KOBI” ALEXANDER, FORMER CEO OF COMVERSE TECHNOLOGY, INC.; RELIEF INCLUDES OFFICER-AND-DIRECTOR BAR AND MORE THAN $53 MILLION IN DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTIES
The Securities and Exchange Commission today settled civil charges against Jacob “Kobi” Alexander, the co-founder and former Chairman and Chief Executive Officer of Comverse Technology, Inc., arising out of his role in the company’s long-running stock options backdating scheme. This settlement resolves the Commission’s long-standing action against Alexander. Under the terms of the settlement, Alexander will pay $47.6 million in disgorgement and prejudgment interest and a $6 million penalty, which is one of the largest penalties ever imposed in a stock options backdating case. Alexander will also be permanently enjoined from violating the antifraud and related provisions of the federal securities laws and will be permanently barred from serving as an officer or director of a public company.
On August 9, 2006, the Commission filed a civil action in U.S. District Court for the Eastern District of New York alleging that Alexander and two other former Comverse senior executives engaged in a decade-long fraudulent scheme to grant in-the-money options to themselves and to others by backdating stock option grants to coincide with historically low closing prices of Comverse common stock. The Complaint also alleges that Alexander created a slush fund of backdated options by causing options to be granted to fictitious employees and, later used these options, some of which were made immediately exercisable, to recruit and retain key personnel. As part of the scheme, the former executives made material misrepresentations to Comverse investors regarding Comverse’s stock option grants, including representing that the options had been granted at exercise prices equal to fair market value on the grant dates and concealing that Comverse was required to but had not recorded compensation expenses relating to such grants. As a result, Comverse materially overstated its net income and earnings per share for more than a decade.
Without admitting or denying the allegations of the Commission’s Complaint, Alexander consented to the entry of a final judgment permanently enjoining him from violating Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(b)(5), 14(a), and 16(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 13b2-1, 13b2-2, 14a-9, and 16a-3 thereunder, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. The proposed final judgment, orders Alexander to pay $26,206,298 in disgorgement, plus prejudgment interest of $21,442,157, for a total of $47,648,455, and a $6 million civil penalty, and permanently prohibits him from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act. Under the terms of the proposed judgment, Alexander’s disgorgement and prejudgment interest will be deemed satisfied by the entry of a forfeiture order in a civil forfeiture action against Alexander’s assets in the United States District Court for the Eastern District of New York. Subject to the Court’s approval, the forfeited funds will be distributed to investors in accordance with the terms of the related class and derivative action settlements.
Separately, the United States Attorney’s Office for the Eastern District of New York today filed a stipulation of settlement of their civil forfeiture action against certain of Mr. Alexander’s assets (United Statesv. All Funds on Deposit at Citigroup Smith Barney Account No. 600-00338 Held in the Name of Kobi Alexander and Citigroup Smith Barney Account No. 600-27694 Held in the Name of Kobi J. Alexander, No. 06-CV-3730-NGG-RER (E.D.N.Y.)). This settlement is subject’s the court’s approval.
For further information, see Litigation Release Nos. 19796 (August 9, 2006), 19878 (October 24, 2006), 19964 (January 10, 2007).