by David Allen
“I just met her today. She treated my foot. We got to talking and she mentioned that she would be closing down the clinic if she could not get any space.”
Jim nodded. “I really felt bad for her when the city canceled the funding for her clinic. She does a lot of good for the community. She puts a lot of time and effort into that place.”
“So you will have no problems supporting the additional space for the clinic at the shelter site if there are no new costs for the city?” Steve asked.
“You have my full support Steve. I think it’s a great idea. If you have some time, we can write an addendum for the clinic space right now. The planning board has a meeting scheduled for tomorrow night. If we get this rewrite done now, I can schedule the review of the changes by the board tomorrow night. Hopefully, I could get you a final contract by Wednesday.”
Steve was excited. “Sure I have the time. Let’s do it.”
Chapter 22 - Rumor
Joe Jackson hurried into the main reception area of Peterson Software. He glanced at the large clock suspended over the reception desk. The time pointed out by the bright red hands was five forty five.
Joe headed straight for the bank of elevators. He was planning to head up to the fifth floor to see if Steve had ever returned to the office. Steve never told Joe why he had to abruptly leave earlier that morning. Joe wondered if it was somehow related to his morning failure with Christy.
“He still hasn’t returned to the office,” Margo called out to Joe from behind the reception desk. “There is no need to take the elevator up. Steve never came back to the office.”
Margo always seemed to know what Joe and Steve were up to. This time was no different. Joe twisted his body around at the sound of Margo’s words. He rushed back to the reception desk to get more information from Margo.
“Has anyone heard from him since he left this morning?” Joe called out, as he approached the desk. His voice sounded concerned.
“He hasn’t checked in with anyone all day as far as I am aware of,” responded Margo with a shake of her head. “When he left here this morning, he told me he was going to be calling in around three o’clock to get his messages. I spoke with his secretary less than fifteen minutes ago and she said he never called in.”
“This really is not like him at all,” said Joe. “He is a planner. He needs things planned out in advance in a detailed schedule. Something isn’t right with this picture.”
Margo leaned over the desk and moved in a little closer to Joe. Her eyes darted around to see if anyone was near enough to overhear what she was about to say. Her voice lowered to a raspy whisper.
“So Joe, do you know anything about it?” she asked quizzically. “You know you can trust me. I won’t tell anyone. I can keep a secret.”
Joe was confused by Margo’s peculiar line of questioning. He had no idea what she was talking about. His forehead creased in response to her words.
“Do I know about what Margo?” Joe asked.
“You know what I am talking about Joe, all the rumors that are flying around the office. You have to know about them. Do you know if any of them are really true?”
Joe was still quite mystified with Margo’s questions. “I really do not understand Margo. What rumors are you talking about?” Joe asked.
Margo leaned in a little further. “Well,” she started, “rumor has it that Steve is selling the company. He was offered 100 million dollars from…” Margo’s words were cut short by a ringing phone.
“Hold on a minute Joe. I need to get that.”
* * *
The large red hand on the brushed aluminum clock clicked off another minute. Most of the employees at Peterson Software were starting to pack up their work areas and were getting ready to call it a day. Through the scurry of activity, the quiet whispers and hushed remarks persisted. The muted conversations continued as the employees made their way out into the parking lot.
The unusual closed curtain meeting on the fifth floor was creating quite a stir with the employees. Stories about the meeting quickly grew to be the most important topic of discussion around the office. Scores of employees had spent most of their afternoon involved in idle chitchat regarding the possible subject matter being discussed in the highly unusual and highly suspicious meeting.
The open and honest environment promoted by Steve Peterson was not doing much to battle the in-bred desire of human beings to participate in spreading gossip. The rumor mill started pumping out stories as soon as the first employees started to arrive for work on the fifth floor. When Steve Peterson arrived to work on his vacation day the tales began to take on a life of their own.
By eleven o’clock the imaginative stories about the fifth floor meeting had spread throughout most of the office. The rumor mill was really humming along. Just before noon, the storytellers got additional fuel for their tales when word about Steve Peterson’s quick exit from the office started to spread. At five thirty the rumor mill started working overtime.
Several intriguing stories had already been concocted and circulated throughout the office. Each story tried to explain the strange meeting and Steve’s unexpected arrival and abrupt departure. The employees of all departments had done their best to embellish the stories with their own new twist before passing it on to the next group.
One particular story was fast becoming the office standard. It was getting the majority of the employee’s attention. The rumor claimed that a highly reliable source within Peterson Software was overheard saying that another company was purchasing Peterson Software from Steve Peterson. The price of the deal was going to be one hundred million dollars.
There were always stories of larger software firms that wanted to purchase Peterson Software in the mainstream news. The prior year, the St. Petersburg Times did a story on the company and they quoted Steve as saying that he had had several offers for the company. But Steve also stated that the company was not for sale. Despite Steve’s constant reassurances that the company was not for sale, the rumors always seemed to persist.
All of the employees knew that the company was valued at fifty million dollars. When the employees started to hear the story that a one hundred million dollar offer was made for the company, most employee’s people assumed Steve would jump at the huge amount. The rumor sounded plausible. Of course Steve would take one hundred million for the company. Who wouldn’t?
The latest rumor went on to say that the new owners would be laying off almost half of the programming staff and most of the back office personnel in an effort to reduce costs. All of the employees who survived the layoff would be transferred to the new corporate headquarters.
The exact location of the new headquarters was not known exactly. But one story had it located somewhere in New Jersey while another version of the same story had it located in Seattle. By the end of the day, many of the employees of Peterson Software were running scared.
* * *
On the fifth floor of Peterson Software, the surreptitious boardroom meeting that helped to spawn the wild stories of gossip was finally showing signs that an end might be getting near. An expert in the legal aspects of issuing a corporate IPO was winding down his review of the Peterson Software IPO proposal.
Tim hired the consultant in order to be certain the IPO plan was accurate and complete. He needed to be certain the plan followed all current state and federal guidelines and fell within all of the Securities and Exchange Commission regulations.
Tim also wanted to be sure that the plan they developed would not provide Steve Peterson with any legal loopholes. There could be nothing that would allow him to overturn the IPO proposal once Tim’s group approved it. Tim also thought a comprehensive review by an expert in the field would ease any lingering doubts in the minds of the rest of the group.
The consultant’s findings in the review of the IPO proposal were mostly favorable. He found nothing that went against any state or federal laws and nothing that went against any of the Securities and Exchan
ge Commission regulations.
The consultant did however make it very clear that a few of the items in the proposal were highly suspect. The Securities and Exchange Commission would most likely look into these items very closely, especially in today’s economic environment. He urged Tim and the group to rewrite or at least reword the sections.
One item of particular interest to the consultant was the number of outright stock shares that was to be allotted to Tim and the group of Senior Vice Presidents. The total number of shares allotted to the group of four was four times the number allotted to Steve Peterson, even though the company ownership between Steve and the entire group as a whole was equal.
The consultant pointed out that this was a highly irregular allocation of stock. A recommendation was made to rework the allocation numbers. The consultant explained that Steve Peterson would have a legal standing to claim entitlement to the same number of shares being allotted to the entire group because he had equal company ownership.
Once Tim shared the company’s new voting bylaws with the consultant, he agreed the group would have the legal right to allot the stock in whatever manner they wished. If the stock share allotment was put to a vote, the group of four could pass the initiative and Steve Peterson would be left with no further legal recourse. The total number of shares to the group of four remained in the proposal at the original allotment of four times Steve’s share.
Another issue the consultant raised was the fact that Tim’s plan required no vesting period to acquire the rights to the stock or the stock options. The practice was not illegal, but it did press the limits of some regulations. The practice would also have some strong ethical implications for the company’s senior staff. The investing public would be up in arms if word of the deal ever made it to the evening news.
Tim dismissed the consultant’s question of ethical behavior. As long as the practice was not illegal and as long as it did not provide Steve Peterson with any ammunition to defeat the proposal, then the wording would remain as is. “The investing public is concerned with ethics when it benefits them,” he explained. “As long as we give them a good return on their investment they won’t care about it for long.”
The fact that all of the outright stock shares would vest immediately also raised another potential red flag. The consultant explained that each individual would be required to pay income taxes on the full monetary gain at the end of the year. The tax burden would be substantial for each of them.
Tim again dismissed the consultant’s advice. He explained that the lump sum tax payment was another non-issue for the group. It was merely a slight inconvenience they each needed to endure in order to get the big reward in the end. Tim also assured the group that he would work to get them each a hefty year-end cash bonus, a bonus that would cover any additional taxes or penalties required by gaining the stock immediately.
For the most part, the group around the table believed Tim’s words even though he had no authority to issue any type of bonus award on his own say so. The group was growing tired. They began to follow Tim’s directions and requests blindly.
Changes were being made to the IPO proposal on the fly. The changes were approved by the group without any debate or real thought process. The group did not stop to consider the ramifications or consequences of their actions. They ended up adopting measures that would grant Tim more control of the company in the hope the daylong meeting would finally come to an end.
The consultant started to wonder why the group even paid him to attend the meeting. The group would only listen to Tim. Any concerns were immediately dismissed if they meant less money or less control for Tim and the group. The consultant grew weary of the meeting and the overrides by Tim.
At a few minutes before six o’clock the consultant announced that he had no additional concerns with the proposal. He could find nothing else that might offer a means to thwart the IPO approval process for Peterson Software or have other legal repercussions. There were no issues that could offer Steve Peterson the legal ground to challenge the proposal once the group approved it through a vote.
Tim was ecstatic. He had his IPO plan completed. Everything was a go.
The drapes that Steve requested to be opened still remained tightly sealed as the consultant left the meeting. The group started to relax. They knew the end was near. Kevin leaned back in his chair, gave a big yawn and stretched his arms out above his head as if waking after a long nap.
Tim stood at the end of the boardroom table and announced his complete satisfaction in the meeting and what the group had accomplished in just one day. He asked the group one last time for any questions or concerns they might have. The group was worn out. They were finished and remained silent.
Tim had no other items listed on the meeting agenda. The meeting had finally come to an end. Some of the participants around the table stood up and stretched. Others collected their papers and reports. Tim was all smiles. His voice expressed his joy and his excitement.
“We just have to hang in there until this Thursday morning guys,” Tim started. “The big meeting is just a few short days away and then everything we discussed today will start to move forward. It’s all going to happen. It will be just like we planned it. Our plan is in motion and it cannot be stopped.”
Tim raised his right arm in victory. He pumped his fist into the air several times, looking like he had just won Olympic gold.
“We are all going to be rich. We are all going to be very, very rich,” beamed Tim.
The group had enough. They had enough of the mind numbing reviews of the IPO documents and they had enough of the IPO expert and his unending legal lingo. They certainly had enough of Tim’s theatrics and his endless ranting. It was a long day and the restless group wanted out of the meeting. Some of the group acknowledged Tim’s closing statement, but most raced for the door.
Tim walked over to the boardroom curtains and began to pull them open. “I guess I can open up these curtains now,” he announced to the last of the stragglers in the room. “This way when Steve comes in tomorrow, he will think I actually listened to him.”
Kevin was the only meeting attendee left in the room to hear Tim’s last words on the curtains. His inner insecurities prevented him from running out the door with the others. Kevin wanted to be accepted by Tim. His personality required acceptance. He wanted to get up and leave with the others but his lack of confidence kept him planted in his seat.
By waiting around, Kevin would show Tim that he was a team player. He would show his interest in Tim’s plan. He would be accepted.
Kevin stacked his reports and papers into a neat pile. Half of him hoped Tim would speak to him while the other half feared the same outcome. Kevin waited but no words came from Tim. Tim acted as if Kevin was not even there. He provided no acknowledgement of Kevin’s dedication to the cause.
Kevin couldn’t wait in silence any longer. “Hey Tim, you want to stop by Nukes for a drink before you head home?” Kevin asked hesitantly.
“No Kevin, I have to run out of here right now,” said Tim as he checked his watch. I am already running a little late for a meeting, maybe some other time.”
Kevin nodded. He felt a sense of relief that his invitation was rejected. The invitation was just another move in the continuing game of office politics. Kevin despised Tim and hated his company. He was just trying to score a few extra points with the person he considered to be the next leader of the company.
Kevin grabbed up the last of his meeting papers from the table. “See you tomorrow Tim.”
Tim said nothing as Kevin left. The silence was intentional. Tim knew the effect it would have on Kevin.
Tim was left alone in the boardroom. He proceeded to load the last of the IPO proposal reports and documentation into his briefcase. He circled the boardroom table and gathered up several sheets of notepaper that were left behind and placed them into his briefcase before closing it up.
Tim stepped back and thoroughly scanned the room. He wan
ted to be sure that no piece of incriminating evidence was left behind. Nothing that could divulge the true purpose of the meeting could remain. The room was clean. Tim checked the time, and then hurried off to the elevator.
Chapter 23 - Femme Fatale
Christy drove her seven-week-old BMW M5 into the large open field parking lot that sat between the Ice Palace Arena and Tampa Bay Harbor. On an evening with a scheduled arena event, the lot would be crammed with cars. Tonight there were no events. The lot was deserted except for about two-dozen cars belonging to after-hours maintenance and security personnel.
“Where the hell is he?” Christy asked herself aloud. She was already running late for her after work party planning meeting with the girls and she was getting agitated. “He better show.”
The sun had already slid far past the horizon. Visibility in the dimly lit lot was poor. Christy squinted, studying the cars scattered around the lot. Nothing looked familiar.
Christy turned on the interior light and rummaged through her purse. She found what she was looking for in the front pocket, a crumpled post-it note with her directions. She held the note up to the light and started to read.
“Go to south end of parking lot,” she read aloud. “Look for black Cadillac.”
Christy looked out the windshield and scanned the parking lot from side to side several times. “South? What the hell is the south end of the parking lot?” she asked herself loudly. She raised her arms in frustration.
From Christy’s vantage point, she could see the small bridge that led out to Harbor Island. Her hand nervously tapped on the steering wheel. She had never been good with directions. She was getting agitated as she debated her options in her head.