SiliconBeat

We’ve been pretty distracted lately at Docu-drama headquarters. We’re been out back, plucking the feathers off our turkey. We’ve been Googling like mad to finally figure out what giblets are. We’ve been searching for the perfect cranberry sauce. And this being harvest season, we’ve been out gathering the crops.

Which is all to say, we didn’t have a chance to comb through the 10-K filed by Apple (ticker:AAPL) last week. Rest assured, it’s high on our bathroom reading list. But for now, we’ll defer to Michelle Leder at footnoted.org, who gives you the highlights here. And she’s found a few tasty nuggets to chew on, including ones on such notables as Al Gore, Eric Schmidt, and everyone’s favorite, Steve.

When it comes to figuring out the percentage of women serving on the boards of Silicon
Valley’s public companies, Carol Bartz alone accounts for a significant share, which got
bigger Friday when she was named a director at Intel.

The chairwoman of electronic-design software provider Autodesk, who stepped down as its chief executive after 14 years in May 2006, also serves on the boards of networking giant Cisco Systems and Network Appliance. Until 2005, she also served as a board member for 10 years for BEA Systems and previously was a director for both VA Linux and Cadence Design Systems, as well as the New York Stock Exchange.

In a filing with the SEC Friday, Intel said its board elected Bartz to join it on
Wednesday, the same day it decided to raise the dividend it pays shareholders to 12.75 cents per share from 11.25 cents. She will join the board Jan. 16.

For her services she will receive an annual retainer of $145,000 and a grant number
restricted stock equal to $72,500.

Bartz’s stake in Autodesk stock is currently worth about $50 million, according to
Bloomberg Financial. She also holds shares of Cisco Systems worth $3 million, $8.9 million in BEA Systems stock, and $2.2 million worth of Network Appliance.

She is pictured here with her dogs, Holly, left, and Snickers at her Atherton home in a
photo taken by Mercury News photographer Patrick Tehan in 2000.

For those of you who followed my earlier post about the JDS Uniphase (ticker:JDSU) securities trial, here’s a quick update. I stopped by the U.S. Federal District Court in Oakland this morning. Under the original calendar, today was supposed to be the final day of the trial.

But not surprisingly, things have gotten pushed back a couple of days. As of now, it looks like closing arguments will start sometime on Monday (maybe) and continue through at least Tuesday. I’ll be trying to get back there for closing arguments next week and will keep you posted.

Accuray, the Sunnyvale developer of robotic surgery tools, filed its proxy Tuesday in advance of its first shareholder meeting since going public last February.

Its top officers were each awarded a 20 percent raise for fiscal 2008. For chief executive
Euan Thomson that means an extra $84,000 a year, or about $1,600 a week, bringing the salary portion of his compensation to $504,000. The company’s chief operating officer, Chris Raanes, received a $58,000 bump in pay to $348,000, while its chief financial officer, Robert McNamara, got a $55,000 boost, bringing his salary to $330,000.

Accuray also pays its executives cash bonuses and stock-based compensation. For Thomson, those items added $2 million to the value of his pay.

The compensation committee for the board of directors said the raises were necessary to bring the executives’ “base salaries in line with our compensation philosophy of paying base salaries at the 60th percentile of our appropriate marketplace.”

So what is that “appropriate marketplace”? The committee evaluated compensation data for “comparable companies from the Radford select list. This list includes publicly held technology and life sciences companies with annual revenue ranging from $250 to $449 million.”

Although Accuray’s revenue more than doubled in fiscal 2007, it totaled $140.5 million, or about 78 percent less than the lowest level in the range used for comparison.

Accuray ended the year in the red, but its net loss shrank to $5.6 million from $33.7 million the year before. However, the amount of cash it generated from operations fell nearly in half to $11.6 million, from $22.1 million the year before.

There were other interesting tidbits from the proxy, particularly these that raise corporate governance red flags:

•    The company is asking shareholders to approve a stock incentive plan containing 4.5 million shares. Details of the plan include an evergreen clause that will automatically increase the number of shares in the plan at the beginning of each new fiscal year.
•   The company also has no policy to seek the reimbursement of cash hire bonus awards or relocation amounts paid to an executive if he or she voluntarily terminates his or her employment.
•   The company has no stock ownership guidelines in place requiring stock ownership on the part of its executive officers.

Here’s an update on the stock sales of folks who are so much wealthier than you that they don’t even breathe the same air any more:

First, Oracle (ticker:ORCL) CEO Larry Ellison sold 4 million shares of Oracle stock between Nov. 6 and Nov. 9 at an average of $19.06 per share to collect $85.1 million.

Next, eBay (ticker:EBAY) CEO Meg Whitman sold 640,000 shares of eBay stock on Nov. 7 and 8 at an average price ranging from $32.16 to collect $21.4 million.

And finally, John Doerr (ticker:GOD) sold 42.350 shares of his Google (ticker:GOOG) stock on Nov. 1 for prices ranging from $703.50 to $712.59 per share to collect $30 million.

Add Silicon Graphics to the list of local companies who have at least one major shareholder urging it to explore the idea of selling itself.

In a filing with the SEC Tuesday, Southpaw Asset Management of Greenwich, Conn., disclosed that it now owns 589,127 shares of SGI, or 5.3 percent, making it the seventh largest shareholder of the company whose computerized effects for films including “Jurassic Park.”

Silicon Graphics, based in Mountain View, California, exited bankruptcy in October 2006, and the company’s shares have declined 19 percent since, according to Bloomberg News. The company posted a loss of $36.2 for the quarter ended Sept. 28, as sales slid 11 percent to $40.1 million.

Of particular interest to Southpaw is its “understanding that the Company’s intellectual
property, which consists of approximately 700 patents, could be separated from SGI’s operating business with minimal disruption.”

On Friday the fund’s managing director, Jeffrey Cohen, sent SGI’s board a letter. In it he wrote:

“We had originally intended to hold SGI shares as a passive investment. However, the significant decline in the stock price over the course of the past ten months, coupled with the Board’s ‘business as usual’ strategic direction, compels us to become more active. While we are pleased by the Company’s turnaround since emerging from bankruptcy, as evidenced by the recent announcement of a 43% increase in bookings, the share price fails to recognize this positive momentum. It is our view that this will continue and that the only way to unlock value for shareholders is through strategic alternatives. For the Board and management to continue to take comfort in a turnaround story that is not being reflected in the stock price is unacceptable. We believe there are currently significant strategic alternatives for the Company and that it is incumbent on the Board to pursue these opportunities and deliver value to shareholders as soon as possible.”

Can one person make a difference?

In the case of its stock price, Avistar Communications is hoping that its founder and chief executive, Gerald Burnett can. The San Mateo company put out a press release Monday announcing that Burnett “intends to purchase additional shares of Avistar’s common stock in the open market during the balance of the month of November”.

“I believe that the current price of our shares does not reflect the appropriate valuation of the company,” said Burnett in a statement included in the release, “I will be entering the market to acquire shares during this current “open trading window’, demonstrating my own confidence in the prospects of the company.”

Burnett currently owns about 14.8 million shares of Avistar, or about 43% of the outstanding shares.

Shares of Avistar rose more than 40 percent Monday after the announcement to 90 cents, lifting the company’s market value to $30.9 million. That was shy of the $35 million in market value that is one of the conditions for Avistar’s continued listing on the Nasdaq stock market. Last week the company reported receiving a deficiency letter from Nasdaq that pegged Avistar’s market value at $27.8 million as of Nov. 1.

The maker of video communication networks also fails to measure up to two other listing requirements: a minimum of $2.5 million in stockholder equity and minimum of $500,000 in net income from continuing operations in its last fiscal year. In its most recent financial filing with the SEC it showed a stockholder deficit of $3.5 million as of June 30. It has also failed to record a profit in any of its last three fiscal years.

A couple weeks ago, I wrote about the beginning of the securities litigation trial against JDS Uniphase (ticker:JDSU) of Milpitas. It’s pretty rare that such cases go to trial. But the state of Connecticut, the plaintiff in this class action, managed to push the case all the way to trial. And JDSU refused to settle.

On Monday, the case heads into its final week. So what’s at stake? JDS provided a reminder last week when it filed its latest 10-Q. Under the section related to litigation, JDS gave its own view of this question:

“Although the complaint does not specify the precise amount of damages sought, Plaintiffs have stated in recent court filings that they intend to seek a verdict of more than $20 billion in alleged damages. Plaintiffs’ expert witness on damages has generally testified to that effect in the pending jury trial. While there are many potential outcomes of the pending trial, in the event of a final, non-appealable and enforceable judgment against the Company that is in an amount commensurate with the Plaintiffs’ maximum theory of damages, it would not have sufficient assets to pay such a judgment.”

A jury likely won’t return a verdict until after Thanksgiving. And even then, JDS would probably exhaust all appeals if it loses. But essentially, everything is at stake for JDS. It’s betting the company that it can beat this thing.

We’ve been following the soap opera known as PDL BioPharma for the past few months. Here’s a guest post and update from our loyal correspondent and colleague Steve Johnson:

A disgruntled investor whose complaints helped prompt the board of Redwood City-based PDL BioPharma (ticker:PDLI) to oust their chief executive and put the company up for sale disclosed Friday that he no longer owns any PDL shares.

Earlier this summer, Daniel Loeb, chief executive of New York City hedge fund Third Point, controlled about 10 percent of PDL’s common stock. But he has been selling those shares in recent weeks and said in a filing with the U.S. Securities and Exchange Commission that he had unloaded the last of his PDL stock on Friday. For about a year, Loeb has been at war with PDL’s management over what he contended was “egregiously bad business judgment” by former chief executive.

Mark McDade, who was forced to announce his resignation in August, and PDL’s board are now seeking a buyer for the firm. Loeb could not be reached for comment. But PDL spokeswoman Kathleen Rinehart said Loeb’s decision to sell his shares should not have any major effect on the company. “It doesn’t change our plans,” she said. “We’re still continuing our efforts with the sale process.”

Ampex (ticker:AMPX) announced its third quarter earnings on Wednesday. But the numbers weren’t as interesting as this scary little word that appeared below them: Bankruptcy!

We’ve been following the travails of Ampex over the past few months. Once one of the Valley’s leading innovators, the company has been mostly focused in recent years on how to use its vast patent portfolio to extract royalty payments from other company.

Ampex had reached a tentative agreement with a company that manages its pension fund to restructure some payments. The hitch: Ampex needed to raise $15 million from other investors as a condition of the deal.

According to the company’s press release, filed as an 8-K on Thursday, Ampex doesn’t think it will be able to raise that $15 million by the deadline of Nov. 15. That could kill the deal. And if that happens, the company warns:

“There can be no assurance that we will be able to successfully restructure our indebtedness. If we are unable to restructure our indebtedness or unable to otherwise service our indebtedness, we might be forced to reorganize under federal bankruptcy laws, which could negatively affect our revenues and the price of our Common Stock.”

We’ll see if this turns out to be a near-death experience. But it seems a big patent auction could be looming.