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 user 2005-06-14 at 11:03:00 am Views: 40
  • #11502

    An SEC Query for HP
    agency asked HP for a chronology of new CEO Mark Hurd’s job
    negotiations and sales of NCR stock just before he left that company

    The Securities & Exchange Commission has asked Hewlett-Packard for
    information about the timing of stock trades made by Chief Executive
    Mark Hurd shortly before he was hired on March 29. BusinessWeek Online
    has learned that the SEC sent the computer maker a letter in April
    requesting information about the trades and the timing of its
    discussions with Hurd. HP provided the requested information, and the
    SEC has not made any additional requests, says a source familiar with
    the proceedings.

    ROUTINE MATTERS.  The SEC inquiry relates to Hurd’s sale of NCR
    while he was still CEO of that company, according to two sources with
    knowledge of the matter. If Hurd knew he was a candidate for the top
    job at HP at the time of the sales, the trades could constitute insider
    trading on his part.

    It is unclear if there is an ongoing probe by the SEC. Since the SEC
    declined to comment, it is not known whether the agency is still
    looking into the case, or whether it has closed its inquiry. The SEC
    routinely sends out thousands of inquiries each year, but investigates
    only a fraction of them. Companies that receive such inquiries from the
    SEC are often stuck in limbo, as the SEC almost never notifies
    companies if it has closed the books on a probe.

    According to public records, between Mar. 1 and Mar. 3, Hurd sold
    approximately 36,000 NCR shares at around $39 per share, earning $1.4
    million. At the time, NCR’s stock was near an all-time high.

    “NO QUESTION WHATSOEVER.”  NCR stock fell 17% on the day HP
    announced Hurd’s appointment. That followed a 3% drop the previous day
    when BusinessWeek Online reported that his selection might be imminent.
    Hurd was hired by HP to replace former CEO Carly Fiorina, who was fired
    on Feb. 7.

    HP spokesman Robert Sherbin says that Hurd did not learn he was a
    candidate for the HP job until shortly after his final NCR stock sale
    was processed on Mar. 3. “The shares were sold before any discussion
    occurred with HP, and there’s no question whatsoever about the
    propriety of the transactions,” says Sherbin.

    HP has provided the SEC with information on Hurd’s trades, along with a
    timeline of events that confirms his discussions with the company took
    place after the trades, according to one source at HP with knowledge of
    the SEC inquiry. Hurd decided to sell stock roughly a week before the
    last trades on Mar. 3, but it took until that day for NCR to clear the
    sale by its then-CEO, the source says.

    QUICK TO ACTION.  It’s not known whether Hurd, NCR, or Russell
    Reynolds Associates, the executive search firm HP hired to find a new
    CEO, also received inquiries from the SEC. Hurd, through an HP
    spokesman, declined comment. NCR and Russell Reynolds also declined to
    comment. NCR has said in earlier statements that it followed proper
    procedures, and that there was nothing improper about the trades.

    HP received the request for information soon after The Wall Street
    Journal published an article on Apr. 6 regarding Hurd’s stock sales.
    “The SEC is moving rather quickly these days to get a handle on
    newsworthy events, so that scandals don’t get out ahead of them,” says
    Georgetown University law professor Donald Langevoort. “It’s premature
    to think there’s smoke, much less fire.”