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Phyllis Jones, Et Al. V. Apple Computer, Inc., Et Al. 06-CV-5035

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Phyllis Jones, Et Al. V. Apple Computer, Inc., Et Al. 06-CV-5035 1 Ronald Lovitt, CA Bar No. 40921 lovitt o lh-sf.com 2 J. Thomas Hannan, CA Bar No. 39140 3 ith(a lh-s£com Henry I. Bornstein, CA Bar No. 75885 4 hbomsteinna,sbcglobal.net LOVITT & HANNAN , INC. 5 900 Front Street, Suite 30 0 San Francisco, CA 94111 } A G 7006 6 22 Telephone: (415) 362-8769 7 Fax: (415) 362-7528 . ^ rsT GA N 8 Attorneys for Plaintiff E-FILING JO4 9 *Additional Counsel on Signature Page 10 11 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA 12 SAN JOSE DIVISION 13 PHYLLIS JONES, 06- 5 Plaintiff Pi 14 , ) Civil Action No. 15 v. ) 16 FRED D. ANDERSON, JAMES J . BUCKLEY, ) ROBERT CALDERONI, TIMOTHY D . COOK,) VERIFIED DERIVATIVE 17 GUERRINO DE LUCA, IAN DIERY, DANIEL) COMPLAINT FOR VIOLATION OF L. EILERS, G THE SECURITIES EXCHANGE ACT, 18 . FREDERIC FORSYTH, ) STEVEN P. JOBS, RONALD B. JOHNSON, ) BREACH OF FIDUCIARY DUTY , 19 MITCHELL MANDICH, JONATHAN ) AIDING AND ABETTING, UNJUST RUBINSTEIN, MICHAEL H . SPINDLER, ) ENRICHMENT . RESCISSION, 20 AVADIS TEVANIAN, JR., WILLIAM V. ) GROSS MISMANAGEMENT, AND CAMPBELL, MILLARD DREXLER , ) WASTE OF CORPORATE ASSET S 21 ARTHUR D. LEVINSON, and JEROME B. ) 22 YORK, ) Defendants, 23 DEMAND FOR JURY TRIAL and 24 APPLE COMPUTER, INC ., 25 Nominal Defendant . 26 27 28 VERIFIED DERIVATIVE COMPLAIN T (Cause No. ) - Page - 1 1 I. NATURE OF THE ACTION 2 1 . This is a shareholder 's derivative suit brought by Plaintiff, a shareholder of Apple 3 Computer, Inc. ("Apple"or the "Company") , on behalf of nominal defendant Apple against 4 certain current and former officers and members of Apple's Board of Directors . Plaintiff brings 5 claims for violation of the Securities Exchange Act of 1934 (the "Exchange Act") and Rules 6 7 promulgated thereunder, breach of fiduciary duty, aiding and abetting, unjust enrichment, 8 rescission, gross mismanagement , and corporate waste arising from the actions of the Individual 9 Defendants (defined below) in engaging in, or permitting others to engage in the deceptive 10 practice of backdating stock options gr anted to certain executives for the purpose of increasing 11 the value of these stock options without disclosing or reporting the additional compensation or 12 costs to the Corporation that resulted . 13 2. Between at least 1993 and 2001 (the "relevant period"), the Individual Defendants 14 15 received grants of stock options from the Company on unusually favorable dates when Apple 16 stock was trading at virtually the lowest price for the given period . Analysis of the fortuitous 17 timing of these option grants reveals that the pa ttern is not a coincidence , and that the grants 18 must have been backdated, in violation of applicable stock option plans , in order to provide the 19 Individual Defendants with the largest possible return on their stock, at the expense of Apple and 20 its public shareholders. 21 . In this case, in breach of their fiduciary duties of good faith, due care and loyalty 22 3 23 as officers and/or directors of Apple, during the relevant period, the Individual Defendants (as 24 defined below) engaged in a conce rted effort to improperly backdate stock option grants, which 25 options represented thousands of shares of Apple stock, to Apple executive officers. 26 27 28 VERIFIED DERIVATIVE COMPLAIN T (Cause No. ) - Page - 2 1 4. In furtherance of the backdating scheme, Defendants improperly reported an d 2 accounted for the stock option grants, in violation of Generally Accepted Accounting Principles 3 ("GAAP") 4 5. As a result, Apple's financial results, as reported and filed with the Securities and 5 Exchange Commission ("SEC"), were in violation of GAAP and contained materially false and 6 7 misleading statements and information concerning the backdated option grants . 8 6. These SEC filings, including proxy statements and quarterly and annual reports , 9 I were disseminated to Apple's shareholders . 1 0 7. The backdating scheme violated not only the Company's shareholder -approved III I stock option plans, but the Exchange Act and applicable federal and state laws . 12 8. As a result of the Individual Defendants' stock option backdating scheme an d 13 related misconduct, the Individual Defendants have diverted millions of dollars of corporate 14 15 assets to senior Apple executives, caused Apple to incur additional compensation expenses and 16 tax liabilities, . as well as loss of funds paid to Apple upon the exercise of the options, and 17 subjected Apple to potential liability from regulators, including the SEC and Internal Revenue 18 Service. 19 9. The practice of backdating stock, though widespread, remained virtuall y 20 I undetected until academic research revealed patterns of stock option grants that could not b e 21 explained by chance . Professor Eric Lie of the Tippie College of Business at the University of 22 23 Iowa, hypothesized that at least some grant dates must have been determined retroactively , 24 prompting the SEC to begin investigating the anomaly . In March 2006, The Wall Street Journa l 25 published a study it performed with the help of Professor Lie and Professor John Emerson, a 26 I statistician at Yale University, that tested Professor Lie's theory. Charles Forelle and James 27 28 VERIFIED DERIVATIVE COMPLAIN T (Cause No . ) -Page - 3 1 Bandler, The Perfect Payday, The Wall Street Journal, March 18, 2006 . That article identified a 2 number of companies at which executives had achieved stock paydays the likelihood of which 3 far exceeded that of winning the lottery. Since that date, more than 80 corporations have been 4 investigated by the SEC, the Department of Justice, or one or more United States Attorneys, or 5 have conducted internal investigations . 6 7 10. On June 29, 2006, Apple first disclosed that an internal investigation uncovered 8 irregularities related to the issuance of certain stock option grants . Apple subsequently reported 9 that the Company would delay filing its quarterly report and the likely need to restate prio r 10 reported financial results to properly account for past option grants . 11 H. PARTIES 12 A. Plaintiff. 13 11 . Plaintiff Phyllis Jones is a resident of Bensalem, Pennsylvania and an Appl e 14 shareholder. During the relevant time period, at the time of the injurious acts complained of 15 16 herein, Plaintiffheld and continues to hold shares of Apple stock. 17 B. Nominal Defendant. 18 12. Nominal Defendant Apple is a California corporation headquartered at 1 Infinit e 19 Loop, Cupertino, California 95014 . The Company's stock is publicly traded on the NASDAQ 20 under ticker symbol "AA-PL." According to its website, www.apple .com, "Apple ignited the 21 personal computer revolution in the 1970s with the Apple II and reinvented the personal 22 computer in the 1980s with the Macintosh . Today, Apple continues to lead the industry in 23 24 innovation with its award-winning desktop and notebook computers, OS X operating system, and 25 iLife and professional applications . Apple is also spearheading the digital music revolution with 26 its iPod portable music players and iTunes online music store ." According to its SEC filings, 27 28 VERIFIED DERIVATIVE COMPLAIN T (Cause No. ) - Page - 4 1 "[t]he Company designs, manufactures, and markets personal computers and related software, 2 services, peripherals, and networking solutions . The Company also designs, develops, and 3 markets a line of portable digital music players along with related accessories and services 4 including the online distribution of third-party music, audio books, music videos, short films, and 5 television shows. The Company sells its products worldwide through its online stores, it s 6 7 own retail stores, its direct sales force, and third-party wholesalers, resellers, and value added 8 resellers." 2005 Form 10-K (filed December 1, 2005) .1 9 C. Officer Defendants. 10 13. Defendant Fred D . Anderson served as the Company's Executive Vice Presiden t 11 I and Chief Financial Officer from April 1996 to June 2004 . Anderson has also served on the 12 Company's Board of Directors since June 2004 . During his tenure, Mr . Anderson has sold more 13 than 5 million shares of stock for proceeds that exceed $80 million dollars . 14 f 15 14. Defendant James J . Buckley served as the President of Apple Americas as o 16 November 1995 ; Senior Vice President and President, Apple USA as of January 1994 ; the 1 7 Company's Vice President and General Manager, Higher Education Division, from April 1992 to 18 January 1994; Vice President, Northern Operations, from May 1991 to April 1992 ; Vice 19 President, Central Operations, from April 1988 to May 1991 ; Area director, North Central Area, 20 from May 1986 to April 1988 ; Director of K-12 and Higher Education Sales from January 1986 2 1 22 23 24 25 From 1993 through 1998, the Company's fiscal year ended on the last Friday of September. From 1999 to the present, the Company's fiscal year has ended on the last Saturday of 26 September . 27 28 VERIFIED DERIVATIVE COMPLAINT (Cause No. ) - Page - 5 1 to May 1986; and as K-12 and Higher Education Sales Manager from May 1985 to Januar y 2 1986. 3 15. Defendant Robert Calderoni served as the Company's Senior Vice President , 4 Finance and Operation Controller, from July 1996 to November 1997 . During his tenure, Mr . 5 Calderoni has sold at least 100,000 shares of Apple stock for proceeds that exceed $ 6 500,000 7 dollars. 8 16. Defendant Timothy D. Cook has served as the Company's Chief Operatin g 9 Officer from October 2005 to the present ; Executive Vice President, Worldwide Sales and 10 Operations from January 2002 to October 2005 ; Senior Vice President, Worldwide Operations 1 1 Sales, Service and Support from February 1998 to January 2002 ; and as Senior Vice President, 12 Software Engineering, as of February 1997 .
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