Stock Option Exercise Question

[DelphiUser]

I reside in Utah, as does the company I am dealing with. I received fully vested Stock options while working as an independent contractor. The options expire in 2007. They are worth money now. I have complied with the terms of the “Option Letter” in sending a Registered Letter containing a cashier’s check for Full amount (strike price * # of options) to exercise the options and a letter stating that that was the purpose of the funds. The offer letter says nothing about restricting the stock (but the fine print does say reasonable imprinting… whatever that means). I have since been told that current employees are being told if they redeem options, they will receive restricted stock. Can they restrict my stock legally? How long do they have to get me my stock?

 

[hexeliebe]

Yes they can.

 

[DelphiUser]

I was hoping for a little more than "YES", could you point me to the relevant law, statute, or ruling? Also, how long can they hold my money without giving me the stock?

 

[hexeliebe]

You need to read your Option agreement VERY carefully. That is what will prevail.

 

[DelphiUser]

The letter says nothing about the time frame to get my stock to me. I assume there are regulations, but don’t know where to find them. The letter also says nothing (As in the word restrict is not in the letter anywhere) about restricting my stock. When we were offered the stock, the company was just going public and we were verbally told “If you exercise your stock now it’ll be restricted for a year, in six months, it’ll be restricted for six months”. All discussions of restrictedness(sp?) have been verbal. It has been more than a year since they went public. They have had my money for almost a week, and I have heard nothing from them.

 

[hexeliebe]

A week? Let me guess. You stare at your computer screen every day and now have to wear glasses because Delphi (unlike real programming languages) makes the characters wobbly.

Come on kid, a week is no time at all. There are SEC regulations, employment vestment contracts and financial records that must be validated before stock options can be issued.

If you were concerned after three months then you would have an issue.

As for the Restriction, the company has every right to change or amend it's offer Before the exercise of the option and since all you have are verbal utterances, I wouldn't get too excited.

Now relax and ask your CFO what the timeframe is for turning over the options.

 

[DelphiUser]

Hexeliebe, I have looked at your posts to others on this forum, and conclude that you have nothing to do but belittle others, as for your Jibe about Delphi, how many computer languages do you speak? I’ll ignore the remark about my age since Age is irrelevant, as long as I have reached majority, and there is no way for you to know if I am 180 or 18.

Now do you have any experience with SEC rules in Utah, or are you just opinionated? A week CAN be an eternity in the world of finance. (Google for Martha Stewart, sale of IMClone sometime). From what my lawyer tells me I should have at least had a letter from them on company letterhead telling me when I will have the stock.

I will iterate (Re-Iteration is re-repetition)

1. I have the Stock Options already.
2. The stock was vested immediately because I was not an employee (It’s in the offer letter).
3. I have exercised the options already (USPS Return Receipt Requested) and know when and who signed for the letter.
4. There are no financial records to check, I paid with a Cashiers check.
5. The option offer has no mention of Restriction, and is over a year old (the max restriction allowed for this company, it’s in their bylaws which I have read), and the options are good until 2007.
6. They are trying to delay, delivery of what should be salable stock, and issue restricted stock instead.
7. The Verbal Utterances were the statements that the stock might be restricted for a year from the date of the offer.

I was hoping that someone would point me to the Definition of the New York Rule as defined in Utah, by Utah courts. I am also interested in any other applicable laws, and or research sites. (I have a lawyer, but I have dealt with too many lawyers not to want to do some research on my own so I can follow the case (Which they NEVER like for their client to do)

 

[hexeliebe]

SEC rules in Utah

Now that's a very interesting concept, Federal Law specific to a particular state.

You have an attorney. This attorney has your case file, your documents and an intimate knowledge of your situation.

Regardless of what your opinion is of me, no one here will answer your questions becasue you have provided no documentation, there is no way for us to view the "Offer letter" nor interview any witnesses.

In other words, talk to your attorney.

As for your age, it shows.

And as for languages, I speak German, English, some French and Italian. Programming languages, Visual Basic, C++, I develop COM and Distributed COM objects, ActiveX and Just recently completed an upgrade for the DLL library (in C+) for RealNetworks.

Languages I do not use any longer because they are antiquated are Delphi, basic, FORTRAN, FoxPro and QBasic.

 

[DelphiUser]

“”Now that's a very interesting concept, Federal Law specific to a particular state.””

Many states have specific rulings and interpretations of federal law that differ from their neighbors.

“Regardless of what your opinion is of me, no one here will answer your
questions because you have provided no documentation, there is no way
for us to view the "Offer letter" nor interview any witnesses.”

Ask? Or is that too much? I do not wish to scan the entire letter and post it here (Bandwidth you know) but also I wish for the specifics of who and how much to be private.

As for my age Remember the cool thing about DOS 2.15 was (hint Now with Sub-Directories)

“And as for languages, I speak German, English, some French and Italian.
Programming languages, Visual Basic, C++, I develop COM and Distributed
COM objects, ActiveX and Just recently completed an upgrade for the DLL
library (in C+) for RealNetworks.

Languages I do not use any longer because they are antiquated are Delphi,
basic, FORTRAN, FoxPro and QBasic.”

I speak Chinese, Korean, Mingnon, Kejaw, and several sub dialects. I also speak every computer language you have listed here, and no longer use COBOL and several other languages.

I tire of the “Contest” you seem to be interested in. I was (I’ll iterate one last time) hoping to be pointed a resource on the web for research for which you need not interview witnesses nor read my offer letter.

Help or not, I’m done responding to attacks mounted by someone who does not appear to read before posting. And is only trying to pick a fight by calling me “Kid” (How juvenile is that?)

Just for the record, I like Delphi, because I like Pascal more than I like C (It’s an Aesthetic thing) I still write in both.

Sorry if I bumped into your prejudice, if you don’t have a resource, go on about your life.

DelphiUser

 

[hexeliebe]

Many states have specific rulings and interpretations of federal law that differ from their neighbors

Alright delphiloser, you don't seem to grasp one very simple concept as evidenced by your statement above.

FEDERAL law is not different in ANY state. Stocks, their derivative options and anything regarding the exercise thereof is regulated by the Security and Exchange Commission in Washington D.C.

Therefore, before you speak again, in whatever dialect you choose, learn to differentiate between fact and fantasy.

Or, if you don't like what you are being told, you have every right to take some of that money you seem bent on spending and hire an attorney to research this issue for you based on UTAH law.

Because no one here is going to do your homework for you.

By the way, the answer to your problems are in this response. If you pull your head out of the clouds (see Mary, I can be nice ) long enough to read.