A Modern Love Story
Falling in love is an
intrinsic part of human nature. Falling out of love is equally woven into our
characters. At some point we all buy into the sentiment expressed in a Stevie
Wonder song, "I believe when I fall in love with you it will be forever". When
forever turns out to be only a few months, or a few quarters in the case of
the financial community, we are disillusioned. Our unrealistic expectations
for the object of our desires' capability to do good for us are now matched by
equally unrealistic estimates of the harm they have caused. Our affection soon
turns to anger, our concern to contempt, our devotion to disregard. This is as
true on Wall Street as on any other street.
When Siebel System stock (Nasdaq: SEBL)
was trading at its all time high in March of 2000, it was easy to see why many
institutional investors thought it be forever. A well managed, profitable
company, dominating its market space, growing explosively in revenues and
earnings. What was not to love? Yet as we first reported in Issue 96 Wall Street's Long
Love Affair with Siebel Systems Coming to an End at least in equities,
nothing lasts forever.
The latest sign of how far institutional investors have fallen out of love
with Siebel Systems came when the Teachers' Retirement System of Louisiana
filed a law suit alleging the company failed to properly account as expenses
$22 million in stock options given to Tom Siebel and President Paul Wahl. The
fund has engaged the high powered Delaware firm of Grant & Eisenhofer (G&E) to represent
its disillusionment. G&E has carved out a profitable niche for itself by
representing institutional investors, typically public employee retirement
plans, in federal securities litigation. If G&E is chasing ambulances,
they are doing so from a Rolls Royce.
Documents filed with the SEC make it appear that Siebel Systems granted a
split-adjusted exercise price of $4.91 when the shares actually closed at
$8.48 and later granted shares at an exercise price of $40.53, while the
shares closed at $42. None of this is new information. Two similar claims were
brought against the Siebel System in 2000 and were promptly dismissed.
Its easy to understand why. What possible reason would Siebel Systems have
to grant options that were not equal to the fair market value of the
company's common stock on the date of the grant? If Siebel and Wahl wanted
more compensation, it would have been easier just to grant them more options.
The difference between now and then is that the stock in 2000 was trading
around $110 dollars a share and now is trading around $7. Despite this
single digit stock price, Siebel System's shares are trading 700% above their
offering price.
Sensing weakness in its case, G&E recently amended the suit to allege
that Tom Siebel falsely certified financial statements under the recently
enacted Sarbanes-Oxley Act because the company did not account for the options
expense properly. How to correctly account for options, many of which will
never be exercised, is the next headache that the good jurists of Delaware
will have to endure.
Even though baseless claims are brought against companies every day, this
suit has received wide attention because of the considerable emotion behind
it. Investors are feeling betrayed and mislead at the moment and the subject
of executive compensation is a particularly painful one. Yet if they could put
aside their disappointment, investors might see that the company
still has some of the qualities they fell in love with in 2000. Even now
Siebel Systems is:
- profitable
- cash rich
- adopted by large companies as part of their core business process
- surrounded with a powerful partner ecology
- and at $7 a share a lot better value than it was at $110.
Eventually the company is going to stabilize and recover,
although there is no guarantee that stock will not fall lower before it does.
When Siebel Systems comes back, will Wall Street prove that falling in love
twice is also a part of human nature?