The Cliffs Notes version: Following the passage of the Sarbanes-Oxley Act, companies must file Form 4s within two days of option grant dates. Previously, Form 4s weren’t required when options were granted, only exercised, just when they’re exercised. Glass Lewis believes a late Form 4 can be a sign of post-Sarbanes-Oxley backdating. “Accordingly,” according to the report, “when we find late Form 4 filings where the price of the underlying stock increased materially between the purported grant date and the day the Form 4 was filed, we believe this raises legitimate questions about whether the grant was backdated.”
Among those noted by Glass Lewis:
Hansen Natural (HANS), whose CEO told Glass Lewis, “I’m not going to give you an explanation.”
O’Reilly Automotive (ORLY), which provided no comment.
Medis Technologies (OTC:MDTL), whose outside law firm told Glass Lewis the information in the Form 4s “is correct in all material respects.”
Digital River (DRIV), whose spokesman called the late filings “a major paperwork screw-up.”