Options

CHAPTER fifty-two

  I stayed in my office most of the day and avoided people. The few who saw me on my way in and commented on my face were told that I had taken a nasty fall down the stairs. No one had reason to disbelieve me. I had trouble avoiding Vanessa though and when she finally came barrelling in my office, wanting to go for coffee, I lied to her too and mumbled about falling down the stairs.

  Harold called and asked me to see him and I reluctantly went in his office. He was standing with his hands behind his back looking out the window. When he turned around and saw me he didn’t react to my black and blue face but said, "Vanessa told me that you had a fall. Are you okay?"

  "Sure," I said.

  "That’s good. I want you to know that I’m extremely sorry for what happened the other night."

  I had a moment of anxiety until I realized he was referring to me finding Rick Cox’s dead body. What had happened to me on Saturday was not something I wanted anyone to know about, yet.

  "You’ve got nothing to be sorry about Harold. Shit happens."

  "Things are really fucked up here, Kate," he told me. I was shocked at his cavalier use of one of my favourite words. Harold didn’t swear unless he was very angry and right now he was acting quite calm.

  I wanted to answer that he didn’t know how fucked up things really were but I waited for him to continue.

  "The stock’s understandably going to go down again today when everyone remembers what happened on Friday night. But, the other party appears to be still interested in this buy-out, so we’re supposed to push on."

  "All of my stuff is done," I told him, referring to all of the due diligence materials I had compiled the week before. "How soon can we expect an offer?"

  "Their board is meeting this morning and depending on the outcome of that, we’ll hold a conference call this afternoon with our directors. Vanessa has them all on standby."

  "Isn’t that kind of quick? They haven’t had time to go over all the due diligence materials."

  "Oh, they can make an offer and back out if certain things aren’t to their liking. There are time limits but they can do it."

  "Can I ask a stupid question, Harold?"

  He grinned. "If you don’t mind a stupid answer, Kate."

  I smiled. "What happens to the stock options?"

  "Well, a couple of things," he said. "First of all, the other company will buy out all existing, exercisable options. The holders will get paid the difference between their exercise price and the buying price. Say for example, the other company offers $12.00 a share for our shares and an executive has options with an exercise price of $6.00. That’s a difference of $6.00 per share and that’s what they’ll get paid."

  Simple enough for me. Most of the senior executives were holding about 500,000 options, so at a gain of $6.00 a share, they’d rake in $3,000,000. Before taxes, of course.

  "What happens to unexercisable options?" I asked thinking about all of the options that had just been granted to the senior officers and to Philip Winston the Third. Unexercisable options are options that are usually worthless until they have vested, or matured. The vesting or maturity period is normally one year in our company.

  "They’ll probably take those up too. You know, if this deal goes through, there’ll be a lot of work to be done just on stock options alone. With Ev and Jay gone, somehow I get the feeling that I’m about to become an accountant as well as a lawyer," he said.

  "Well, you’ll make your mother proud. She won’t have to lie anymore and tell people you work at the post office," I laughed. "Now she can brag that you’re an accountant."

  Harold laughed with me and it felt good.

  "I’ll help with the stock option stuff if it comes down to it," I offered. "What’re we doing in the meantime?"

  "Waiting."

  "I can wait. I don’t mind," I told him. "But before we wait, can I ask one last thing?"

  He nodded.

  "No take-over is clean. How many of us are going to lose our jobs?"

  "That’s hard to say, Kate. First of all, it’ll be at least six months before any of that happens. And that’s six months from when the deal closes. If it closes. And, usually on a takeover, the senior executives lose their jobs first."

  My stomach sank. Harold was a senior executive and I was tied very closely to him.

  "My point exactly, Harold. Senior executives leave, so do their support staff."

  "Well, we’ll see. If it does happen, you know you’ll never have a hard time getting another job. There are few people in this world with skills like yours, Kate." He was stroking me and patronizing me but I didn’t mind. Besides, I thought to myself, I think I’d rather work in a Siberian coal mine than stay here.

  Before the day was out our shares had dropped another seventy-five cents to $4.75 and the ‘other side’ came in with an offer for all of the outstanding shares of TechniGroup at $12.00 a share. The offer was a well-guarded secret, and no-one but the directors of both companies supposedly knew about it. An announcement was to be made before the market opened the next day and in the meantime, I was tempted to put in a buy order before the market closed and make myself some fast cash, because once the announcement was out about the proposed take-over bid, the shares would rocket up in price and trade around the $12.00 bid price. It was just a fleeting thought though because somehow I couldn’t picture myself in jail for making a couple of thousand dollars profit on inside information.

  Needless to say, Harold was a happy man and I was sure he would do everything in his power to make sure the deal closed because he stood to make about three and a half million on his stock options. That kind of money makes it easier to look for another job. I had a few thousand shares I’d bought over the years on the employee stock purchase plan and maybe, just maybe, I’d have enough left over after Revenue Canada took their bite, to buy me a new car - or at least get the locks fixed.

  Before my departure that day at five-thirty, I turned off my computer and tidied the mess on my desk. Other than meeting with Harold, I had avoided contact with everyone else. Admittedly, I was hiding and as the day progressed, feelings of cowardice crept around me. My work for the day had ended about an hour earlier but I was loathe to run into people leaving the office at quitting time, so I continued to hide in my office, chain-smoking and thinking.

  Jay and I were in possession of information that could adversely affect the take-over bid. Larry Everly and Chris Oakes were frauds and that information alone could cause enough of a scandal, but I wasn’t sure if it would be enough for the other side to back off on their bid. I knew that our company was in bad shape and a take-over bid was probably the best thing for it. New faces, new leaders, lots of cash. The perfect recipe for short-term success in the high tech world. But even if the information about Oakes and Everly was disclosed or somehow found out, I was cynical enough to know that some people would ignore it or at the very least, continue to hide it.

  I had no idea who the ‘other side’ was and I asked myself if I knew, would I do something with the information?

  So what's the big deal, I wondered. The other company wasn’t buying Oakes and Everly, they were buying our company. The two of them would be history because our board of directors would be replaced and Oakes especially would be laughing all the way to the bank. He’d be terminated without cause, and the change of control clause in his employment contract would kick in and he’d be paid three times his salary plus all his stock options. Everly’s company would get back all the money they’d invested and he’d get to keep his job.

  I wondered though what would become of Philip Winston, a.k.a. Robert Weinstein. Would the new company keep him? The fact that he’d changed his name wasn’t grounds for dismissal. Anyone could change their name so long as they didn’t do it for criminal purposes.

  Philip must know that Oakes and Everly were working for his father at the time of the bankruptcy. But that information didn’t h
elp me figure out why he was here at TechniGroup. With everything we’d found out in the last couple of days, I seriously doubted that it was a coincidence that Philip Winston was now our Chief Operating Officer.

  A glance at my watch told me it was five-thirty and probably safe to the leave the office without running into anyone, so I packed up and headed down the hall towards reception. I deliberately avoided leaving by the back door because that exit route would take me past the executive offices.

  I knew I was being stupid about avoiding everyone but it made me feel safe from the unknown. I had barely functioned all day, acting and reacting like a shell-shocked veteran. Unable to identify my attacker but sure that he was someone I knew had made it impossible for me to act normally. When I pushed the button for my floor in the parking garage elevator, I finally faced the fact that it could only be one of three men who had attacked me. Chris Oakes, Larry Everly or Philip Winston. I’d known it all along and I was sure Jay knew as well.

  I’d been unable to bring the thought to the forefront of my mind and address it because I didn’t want to admit it. The intrusion in my house and my bedroom had been the ultimate act of employee bashing. Indignation rose inside me as I stormed down the dimly lit hallway off the elevator to the parking garage.

  The invisible legal secretary had stumbled stupidly across some information that the high and mighty executives had been trying to hide. After all my years of blood and sweat for this fucking place, I thought angrily. I yanked hard on the door to the parking garage. One of those bastards had not only invaded my personal space, he’d punched me in the face. I made up my mind then and there to quit my job the next morning. And find a reporter to tell my story to.

  Righteous indignation felt much better than fear and cowardice and I was feeling somewhat better when I opened the back door of my car to put my briefcase and purse on the floor of the back seat.

  I tried very hard to keep those feelings of indignation when I realized Philip Winston was sitting in the front passenger seat of my car. The fear quickly took over again when he crooked his index finger at me and told me to get in. I backed away from the open door of the car and looked over both shoulders for some help.

  Philip quickly got out of the car on the other side and put his arms on the roof of the car. "You know Kathleen, you should lock your doors."

  As if I need to be told that now, I thought.

  "They don’t work," I said lamely and he grinned at me.

  I felt sick.