To: steve harmon - analyst who wrote (4181 ) 3/28/2000 9:14:00 PM From: Mr. Park Respond to of 4337
04:13pm EST 28-Mar-00 Insider Research Wire (SPECIAL DERIVATIVE ALERT! VERT INSIDERS ENTER INTO FORWARD SALE CONTRACTS VerticalNet is a high flier by anyone's standards. Though under pressure lately, the issue remains up more than 700% from its opening day close 12 months ago. With such lofty valuations, it is not surprising to see company insiders taking profits. What is unusual, however, is the lengths to which insiders have gone to protect their investments. In February, company founders, SVP Michael McNulty and SVP & Director Michael Hagan entered into forward sale contracts for 225,000 shares and 106,500 shares, respectively. By entering into these contracts, insiders effectively forgo future appreciation on their stock in exchange for a fixed sale price. In effect, they are selling a portion of the appreciation on the stock without having to handover the shares until the contract expires. Insiders using derivative activity to protect against loss typically involves insiders selling call options, with the proceeds used to purchase put options covering a like amount of stock. In such cases, the insider caps any gain at the call strike price while insuring against any loss below the put strike price. In the case of the forward sale contract, the shares are effectively sold at the time of the contract, therefore, no corresponding put was needed to be purchased. The call options are European style, meaning that the contract will not expire until '03. To be fair, the recent forward contracts do not represent an abnormally large portion of either executives holdings. However, that Hagan and McNulty are willing to cap their gains in the long-term may not bode well for the stock's prospects for appreciation. While Hagan and McNulty have placed their bets, six other insiders have sold stock. Notable are President, CEO Mark Walsh, CFO Gene Godick and SVP, Sales & Marketing Barry Wynkoop, selling 194,600 shares, selling 15,000 shares and 14,769 shares, respectively. In themselves, the sales would not raise many eyebrows, but given the accompanying derivative activity by the company founders, VerticalNet may bear watching. VerticalNet, Inc. owns and operates 55 industry-specific Web sites designed as online business-to-business communities, known as vertical trade communities.