mergers and acquisitions

AuthenTec Contracts

AuthenTec Inc. contracts have been added to the site. You can find the Agreement and Plan of Merger, Development Agreement and Intellectual Property and Technology Agreement with Apple Inc.


Apple’s China Problem

The New York Times has been going after Apple lately. Read How the U.S. Lost Out on iPhone Work and In China, Human Costs Are Built Into an iPad for a critical report on Apple’s manufacturing partners in China.

Even without nagging from the Times, Apple recognizes the issues at hand according to a recent Form 10-Q:

The Company depends on component and product manufacturing and logistical services provided by outsourcing partners, many of whom are located outside of the U.S.

Substantially all of the Company’s manufacturing is performed in whole or in part by a few outsourcing partners primarily located in Asia. The Company has also outsourced much of its transportation and logistics management. While these arrangements may lower operating costs, they also reduce the Company’s direct control over production and distribution. It is uncertain what effect such diminished control will have on the quality or quantity of products or services, or the Company’s flexibility to respond to changing conditions. Although arrangements with these partners may contain provisions for warranty expense reimbursement, the Company may remain responsible to the consumer for warranty service in the event of product defects. The Company also relies on its partners to adhere to the Company’s supplier code of conduct. Any unanticipated product defect or warranty liability, whether pursuant to arrangements with outsourcing partners or otherwise, or material violations of the supplier code of conduct, could materially adversely affect the Company’s reputation, financial condition and operating results.

The supply and manufacture of many critical components is performed by sole-sourced outsourcing partners in the U.S., Asia and Europe. Single-sourced outsourcing partners in Asia perform final assembly of substantially all of the Company’s hardware products. If manufacturing or logistics in these locations is disrupted for any reason including, but not limited to, natural and man-made disasters, information technology system failures, military actions or economic, business, labor, environmental, public health, or political issues, the Company’s financial condition and operating results could be materially adversely affected.

employment agreement

Apple Finally Files 8-K on the Resignation of Steve Jobs

Two days later:

On August 24, 2011:

  • Steve Jobs resigned as Chief Executive Officer of Apple Inc. (“Apple”). Mr. Jobs will continue to serve as an employee;
  • The Board of Directors (the “Board”) appointed Mr. Jobs as Chairman of the Board;
  • The Board promoted Chief Operating Officer Timothy D. Cook to Chief Executive Officer; and
  • The Board appointed Mr. Cook to the Board to fill an existing vacancy.

In connection with Mr. Cook’s appointment as Chief Executive Officer, the Board awarded Mr. Cook 1,000,000 restricted stock units. Fifty percent of the restricted stock units are scheduled to vest on each of August 24, 2016 and August 24, 2021, subject to Mr. Cook’s continued employment with Apple through each such date.

Here’s the Restricted Stock Award Agreement between Apple Inc. and Steve Jobs from March of 2003, which CNNMoney curiously failed to consider. The restricted stock grant to Steve Jobs was for 5,000,000 shares. At the $14.95 closing price on March 19, 2003, the grant was worth $74,750,000. The stock split 2:1 in February 2005. The 5,000,000 share grant is worth $3,835,800,000 today–that’s 3.8 billion. And, Steve earned every dollar of it.

mergers and acquisitions

Amazon Buys Audible

Sure, old news. I just updated the Audible Inc. contracts page, presumably for the last time. The latest additions include the Merger Agreement Between and Audible Inc., as well as other agreements between Audible and Apple Computer. I found the Digital Download Sales Agreement between Apple and Audible to be particularly humorous. Exhibit D to that Agreement is a screen shot showing Audible products in the iTunes store. Presumably someone at Apple used Microsoft Photo Editor on a PC to add “Apple Confidential” and “Do Not Distribute” to that screen shot. They don’t have Macs with Photoshop at Apple?