- 3 -
operated a general agency specializing in brokering small group
medical insurance plans. Throughout 1987, Mr. Hardtke owned 75
percent of the common stock of Agency, and Stuart Michell (Mr.
Michell) owned the remaining 25 percent of the common stock of
Agency. During 1987, Mr. Hardtke, who already was serving as
Agency's chief executive officer (CEO), was elected its president
during a special meeting of its board of directors (board of
directors) held on March 3, 1987 (March 3, 1987 Agency board
meeting).
During 1987, Dinan, Inc. (Dinan) was a California corpora-
tion that specialized in pension administration and in the
production and marketing of computer software that compared the
costs and benefits of various group medical plans. Mr. Hardtke,
who served as CEO of Dinan during 1987, owned 42 percent of the
common stock of Dinan throughout that year until December 8,
1987, when he purchased an additional 33 percent of that stock
from Russell M. Meusy (Mr. Meusy), thereby increasing his common
stock ownership of Dinan to 75 percent. In addition to that
common stock ownership of Mr. Hardtke and Mr. Meusy, during 1987,
Mr. Hardtke's mother owned three percent, Mr. Michell owned 15
percent, and an unidentified individual owned seven percent of
Dinan's common stock.
The minutes of the March 3, 1987 Agency board meeting
provided in pertinent part:
Compensation will be earned by Mr. Hardtke and Mr.
Page: Previous 1 2 3 4 5 6 7 8 9 Next
Last modified: May 25, 2011