Law firm says Green Mountain Coffee execs cashed in nearly $8 million in stock before SEC probe

first_imgA Seattle-based law firm says that two top executives of Green Mountain Coffee Roasters Inc (Nasdaq: GMCR) exercised nearly $8 million in stock options prior to an SEC inquiry. GMCR filed amended forms with the Securities & Exchange Commission today that state that the two transactions made by one of the executives in September were, in fact, part of a pre-arranged trading plan executed in August.The law firm, Hagens Berman Sobol Shapiro LLP, is investigating allegations that the Waterbury coffee company made a series of materially false and misleading statements related to the company’s business and operations in violation of the Securities Exchange Act of 1934. There also have been two separate lawsuits filed in Burlington.According to filings with the US Securities and Exchange Commission, the two key executives at Green Mountain Coffee Roasters subsidiaries exercised large amounts of stock options in the weeks just prior to announcing to investors on September 28, 2010, that the company was the subject of an inquiry by the SEC into its ‘revenue recognition practices and the Company’s relationship with one of its fulfillment vendors.’SEC Form 8-KR. Scott McCreary, president of Green Mountain Coffee Roasters subsidiary Specialty Coffee Business Unit, exercised 200,000 Green Mountain Coffee Roasters stock options and sold them at $33.08 per share on August 18, 2010, filings with the SEC show. Total proceeds for the stock sales amounted to about $6.6 million.SEC Form 4 McCrearyMichelle Stacy, president of Green Mountain Coffee Roasters subsidiary Keurig Inc, exercised 30,000 Green Mountain Coffee Roasters stock options and sold them at $30.95 per share on August 18, 2010. She exercised another 5,000 options and sold them at $35.40 per share on September 13, 2010 and, finally, exercised 5,000 options at $37 per share on September 21, 2010. Total proceeds for the three stock sales amounted to about $1.3 million, SEC filings show. SEC Form 4 StacySEC Form 4 StacySEC Form 4 StacySEC Form 4a StacySEC Form 4a StacyHowever, the amended forms indicate that Stacy had entered into a 10b5-1 trading plan on August 13, 2010. The 10b5-1 is intended to avoid such an appearance of impropriety by pre-arranging sales of stock for executives, and other insiders, that are blind to the executive. The plan specifies ahead of time the amount, price and date at which the shares should be traded.GMCR’s Suzanne DuLong, VP of Investor Relations & Corporate Communications, said of the legal aspects of the case, “I can’t comment on pending litigation.”As for the SEC inquiry, DuLong said, “We continue to cooperate fully and voluntarily.”Reed Kathrein, a partner with Hagens Berman, in an email said of today’s amended filing that it is “a little late to claim that it is not suspect.”Kathrein added, “The law is clear that a plan will not protect you if it is set up to take advantage of non-public inside information.”He added, “If the plan were properly put in place, at a very minimum, the ethical thing to do would be to put it on hold when material inside information is known. The company could have and should have closed all trading by insiders regardless of the plan.”The SEC’s Division of Enforcement informed GMCR on September 20 that it was conducting an inquiry and made a request for a voluntary production of documents and information.GMCR’s filing stated, “Based on the request, the Company believes the focus of the inquiry concerns certain revenue recognition practices and the Company’s relationship with one of its fulfillment vendors. The Company, at the direction of the audit committee of the Company’s board of directors, is cooperating fully with the SEC staff’s inquiry.”A class-action lawsuit has already been filed in US District Court in Vermont. The lawsuit alleges that Green Mountain artificially inflated the company’s stock price by issuing inaccurate and unreliable financial statements, which were not prepared in accordance with Generally Accepted Accounting Principles and SEC rules.http://www.vermontbiz.com/news/october/green-mountain-coffee-facing-slew…The Hagens Berman’s investigation focuses on the SEC’s inquiry concerning ‘certain revenue recognition practices and the Company’s relationship with one of its fulfillment vendors.’ Neither the SEC nor Green Mountain Coffee Roasters management have disclosed details of the investigation.However, Hagens Berman released a statement saying that since Green Mountain Coffee Roasters’ largest fulfillment vendor, M Block & Sons Inc., warehouses physical inventory of Keurig machines and K-Cups, takes orders from retail customers, ships the products and collects receivables, it is possible that it concerns the propriety of so-called ‘bill-and-hold’ transactions. Under Financial Accounting Standards Board rules, if M. Block & Sons initiated such transactions due to inadequate warehouse capacity, the transactions may be proper. However, if the transactions were initiated by Green Mountain Coffee Roasters solely for the purpose of accelerating revenue, then they would be misleading.Following the close of trading on September 28, 2010, shareholders learned of the SEC’s inquiry into Green Mountain Coffee Roaster’s revenue recognition, that it had been notified by the SEC of this investigation as early as September 20, 2010, and that the company was expected to take a restatement charge in the near term ‘ rendering the company’s prior reported financial statements and reports unreliable, false and materially misleading. Following this announcement, shares of the company fell from $37 per share to a low of $27.47 per share. Its STOCK PRICE opened today at $33.40. About Hagens BermanSeattle-based Hagens Berman Sobol Shapiro LLP represents whistleblowers, investors and consumers in complex litigation. The firm has offices in Boston, Chicago, Colorado Springs, Los Angeles, Phoenix, San Francisco and Washington, D.C. Founded in 1993, HBSS continues to successfully fight for investor rights in large, complex litigation. More about the law firm and its successes can be found at www.hbsslaw.com(link is external). Source: Hagens Berman Sobol Shapiro LLP. SAN FRANCISCO–(BUSINESS WIRE)–10.27.2010. http://www.hbsslaw.com/cases-and-investigations/GMCR(link is external). Vermont Business Magazine. Securities & Exchange Commission.last_img

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