As we’ve footnoted before, Semitool had an interesting side-deal with CEO Ray Thompson that had the company leasing several planes and an aircraft hangar from separate companies owned or controlled by Thompson. Given Semitool’s size, the arrangement, which in 2006 had the company paying Thompson $3.2 million, seemed a tad excessive.

Fast forward to yesterday, and this SC 14D-9 filed. Here’s the relevant part:

Semitool leases two airplanes and an aircraft hangar from limited liability companies wholly owned by its Chairman and Chief Executive Officer, Mr. Raymon Thompson pursuant to three separate leases. Under these lease agreements and a fourth lease agreement for an additional aircraft, which lease was terminated in July 2009, the Company made rental payments aggregating $1,891,157 during the fiscal year ended September 30, 2009. Mr. Thompson has access to the aircraft for personal use. On July 1, 2009, in addition to the termination of the lease referred to above, the parties amended the two remaining aircraft leases to decrease the lease payments due by the Company to Mr. Thompson.

Semitool’s current lease payments aggregate to $34,100 per month. The lease terms are month-to-month. The terms of the lease agreements were based on comparable information on lease rates received from independent aircraft leasing dealers and finance entities for similar aircraft. Semitool believes that these lease agreements are on terms no less favorable to Semitool than could have been obtained from an unaffiliated party.

So here’s the question: was this something that the company and or Thompson did voluntarily or was it done as part of the merger negotiations? We’ve certainly seen a few other examples lately of companies that are doing the buying requiring the buyee to give up perks or severance or both. But is that the case here?

As part of yesterday’s hearing, Alvarez & Marsal presented this slideshow which was filed as an 8K yesterday. The 40-page presentation titled “The State of the Estate” gives you a glimpse of why cleaning up Lehman has been so expensive. One of the slides we thought was particularly interesting — and troublesome — was the very last one which talked about “key challenges”. Here’s the list:

The slideshow never mentions how many people are still working at Lehman, so it’s hard to really assess the last challenge. But No. 1 on the list certainly seems like a biggie, especially since it has been over a year since Lehman filed for bankruptcy.

Though the numbers are very hard to read — most of the financials in the slideshow are in Enron Beelzebub typeface — a few numbers stick out, like the $58 million that Barclay’s is charging for IT services. But it quickly becomes clear that Lehman’s bankruptcy is making some people a lot of money.

When we posted on Nov. 12 about the flurry of margin calls at Boston Scientific Corp. (BSX), there was no way to know that the pace of involuntary stock sales would continue.

As a historical recap:  Michelle noted in her post last week that company co-founders Peter Nicholas and John Abele sold off over 30 million shares of BSX stock last fall; they sold millions more shares of the stock earlier this year.

Fast forward to this month….  Between Nov. 5 and the evening of Nov. 12, Nicholas sold 750,000 shares of company stock involuntarily due to margin calls.  (The sales are documented in two Form 4s, found here and here.)

But since last week, three more involuntary sales have occurred.  On Nov. 13, this filing indicates that Nicholas sold 150,000 shares of BSX at $8.34.  This Nov. 16 filing shows that another 150,000 shares were involuntarily sold for $8.29.  And yesterday’s Form 4 documents the sale of another 205,482 shares of stock that sold for $8.25 to $8.32 per share.

All three filings state in an explanatory footnote:  “The transactions reported on this Form 4 represent the involuntary sale of Boston Scientific common stock by an unaffiliated commercial bank. These shares were previously pledged by the reporting person to collateralize a loan for a limited partnership of which the reporting person is a general and limited partner.”

Nicholas now owns just under 9.2 million shares of stock, with another 14.5+ million shares owned by a limited partnership and a family trust.  But as Michelle concluded last week, “being forced to sell stock instead of doing so voluntarily can rarely be viewed as a positive thing.”  The stock is currently selling at $8.35 per share.

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ll things are subject to interpretation; whichever interpretation prevails at a given time is a function of power and not truth.” — Friedrich Nietzsche.

Although PwC had given us eight years of fine service, after we filed our 2008 Form 10-K, we ran a formal RFP process for selecting our 2009 auditors as a reflection of my belief that changing auditors every decade or so might be healthy. Grant Thornton won that RFP, and the Audit Committee selected Grant Thornton as our 2009 auditor….Before Grant Thornton took our audit engagement in Q1 2009, it reviewed our filed 2008 Form 10-K and told us it was comfortable with our past accounting practices.

That’s just a snip, but the whole letter, which includes 11 separate points and is signed “your humble servant” by CEO Patrick M. Byrne is definitely worth reading. So too are some of the folks who write regularly about Overstock, including Gary Weiss, Sam Antar and Henry Blodget, all of whom have their own takes on the filing.

As we’ve footnoted before, our default position on Overstock is to essentially ignore them simply because there’s so many other folks who consider Overstock filings — and Byrne — something of a sport. But this one was too odd to ignore.

To be fair, 10-Qs don’t require the same level of scrutiny as 10-Ks do. In a Q, the auditor doesn’t need to submit a separate letter that is filed as an attachment. But “Going Rogue” as Overstock has decided to do here, is definitely out of the ordinary.

Then again, given the tempestuous nature of the company and its CEO, maybe Overstock investors shouldn’t be all that surprised. It’s also a lot easier to take an odd CEO when the stock is up nearly 50% year-to-date.

Photo credit: (AP Photo/Douglas C. Pizac)

We don’t think we’re being overly fussy here, but it just seems that when a Powerpoint starts to approach the size of a 10-Q, there’s something very wrong here. Denbury’s, which was presented to analysts as part of its “Fall Analyst Presentation” last Thursday weighs in at a whopping 103 pages. It’s not until page 102 that you get to the “concluding remarks”. Actually, when we went to check how the PPT stacked up against the company’s most recent 10Q, we were shocked to find that the Q was less than half the size of the PPT. That’s just plain wrong. Clearly, Denbury didn’t take the advice we gave to Best Buy (BBY) last year when it filed a 102-page whopper.

That’s not to say that Denbury’s presentation doesn’t have some interesting slides. We liked slide #8 which gave some reasons to invest in Denbury including “We are oily”, which doesn’t sound like a good thing to us. And the slides about transferring CO2 production techniques were also interesting. The slides about the merger were also worth skimming through.

But at 103 pages, it’s simply too long for really anyone but the most die-hard Denbury investors to digest. Maybe it’s time for the analysts who follow Denbury to wage a revolution and against 103-page Powerpoint presentations.

Image source: Dilbert

Perhaps even more interesting was the 8-K that the company filed, which noted that Parsons would receive a “Rabbi trust” — something that used to be pretty common, but which we haven’t seen as frequently in the filings. The structure was apparently dictated by Parsons’ employment agreement with XM, which dates back to 2004.

Under Parsons’ new agreement, Sirius XM is required to establish a Rabbi Trust within 10 days and fund it with $2.6 million. That money, which will be invested in “money markets or other risk-free investments” will be paid next May, according to the agreement.

The new agreement also references Parsons’ 2004 employment agreement with Sirius, which we dug up and after checking the relevant section, also appears to include two years of salary and all of his options vest immediately.

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On Nov. 5, Nicholas sold 250,000 shares of company stock and the following day, he sold another 150,000 shares. Both forms cite the reason as being an involuntary sale. Here’s a snip from the filing:

The transactions reported on this Form 4 represent the involuntary sale of Boston Scientific common stock by an unaffiliated commercial bank. These shares were previously pledged by the reporting person to collateralize a loan for a limited partnership of which the reporting person is a general and limited partner.

Last fall, when Boston Scientific stock was dropping sharply, Nicholas and fellow co-founder John Abele sold off over 30 million shares of stock as the result of margin calls. Earlier this year, both men sold millions more worth of the stock.

Since the initial sharp drop last fall, Boston Scientific stock has continued to stagger, which explains the additional margin calls. The sales were made at $7.93 to $8.13 a share. The stock is currently trading at $8.34.

According to the filing, Nicholas continues to own just over 10 million shares of stock and another 14.5 million via a trust and a family partnership, so he’s not exactly tapped out. Still, being forced to sell stock instead of doing so voluntarily can rarely be viewed as a positive thing.

UPDATE 8:45 pm: Just after the market closed, Nicholas filed two more Form 4s (see here and here) that another 350,000 shares of Boston Scientific had been sold as a result of a margin call. The sales, which were executed on Nov. 10 and 11, fetched between $8.09 and $8.28 a share. The stock closed at $8.19 on Thursday.

One of the cool sites that’s surfaced since the last time I had to go trudging through NT-10Q filings back in August is SEC Watch which is working mightily to open up the black box that is the SEC’s Edgar. Now Edgar has improved mightily over the years — trust me on this one — but it is still incredibly cumbersome to navigate, which is why I’ve long used 10KWizard, which was renamed Morningstar Document Research in late August.

But some people don’t want to pay to access SEC filings and that’s where SEC Watch comes in. With one click, I can get a list of every company that filed an NT 10-Q the past few days. Then I can quickly skim the list and look for names that are worth paying closer attention to. I also like the fact that you can see full images of the individual pages — kind of the way that Scribd works. (Full disclosure: I am listed as an advisor for the site, which means that me and the two co-founders, Jason Zucchetto and Chris Auer have gotten together for tea once).

When I was looking at the list of late filers, one of the filings that popped out immediately was American Apparel (APP), which I remember also filed a late Q in August. The company managed to file its 10-Q yesterday, but the excuse that it listed in the NT-10Q of “unanticipated technical difficulties” reminded me — perhaps unfairly — of Janet Jackson’s infamous wardrobe malfunction from the 2004 Super Bowl.

The bottom line is that anything that makes digging through SEC filings a bit less cumbersome is a welcome addition. Reading filings and interpreting them is hard enough!

Happy Veteran’s Day!

And what a year it has been under Lefar. When he joined the company, Vonage stock was trading at around $1.50 and a little over a year later it’s trading at around $1.40.

So what does the Vonage board decide to do? Well, reward Lefar, of course. In an amended employment contract attached to the 10Q the company filed late Friday, the salary is the same. But the travel benefit more than doubles. Under the old agreement, Vonage covered up to $250K in travel expenses between Lefar’s home in Atlanta and Vonage’s headquarters in Holmdel, New Jersey. But in the new agreement, that amount was increased to $600K.

Doing some quick back-of-the-envelope math, that works out to a lot more than weekly trips to Atlanta to see the family back home, even if you assume that each time he flies, it’s in a Gulfstream V. So what’s the extra money going for? The contract doesn’t really address that.

But wait — there’s more. In addition to the $600K for private air travel, the company has also agreed to reimburse Lefar for “an amount equal to the cost of commercial air travel for each trip (i.e., the cost of a first-class, fully refundable, direct flight booked one week prior to travel) while employed during the Term.”

So he’s getting up to $600K to fly on the private jet and he also gets additional money to fly commercial? What kind of sense does that make? Has Lefar figured out a way to be in a Gulfstream and a Delta 737 at the same time?

Even if this were a far healthier company, it would be hard to justify this sort of expense as legitimate. But Vonage is not that company so it seems even more out-of-whack.

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But this one we’re giving away: in the 10-Q that footnoted frequent flyer Crocs (CROX) filed last week, there was an interesting new disclosure about Porsche, the German car-maker, suing Crocs, the Colorado-based shoe manufacturer over the use of the name Cayman. Here’s the snip from the filing:

On May 11, 2009, Crocs Europe B.V. received a letter from Dr. Ing. H.c.F. Porsche AG (”Porsche”) claiming that the Company’s use of the “Cayman” shoe model designator infringes upon their Community Trademark Registration of the mark “CAYMAN” in class 25. Porsche is requesting that Crocs Europe B.V. immediately cease and desist use of the Cayman mark and pay Porsche’s attorney’s fees in conjunction with the issuance of the notice letter. On July 30, 2009 the Company was served with notice of an injunction against Crocs Europe BV’s use of the Cayman mark in Germany.

Now few people would probably confuse Crocs’ Cayman sandal for the Porsche Cayman. After all, one sells for $29.99 and the other starts at $51,000. And if this had been filed in the United States, instead of in Germany, we’d be even quicker to dismiss it. But at the very least, it’s got to be an expensive distraction for Crocs, which had to find a law firm in Germany to represent its interests. In the filing, Crocs says it plans to “vigorously defend” itself against the claims. But vigorous defenses rarely come cheaply. It’s not clear from the filing whether Crocs has already stopped selling the Caymans in Germany or not. Any footnoted readers in Germany care to weigh in?