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stock in Niesar Pahl. Each agreed to pay one-quarter of the
audited book value of the firm for his shares.
A meeting of the board of directors of Niesar Pahl (the
board) was held on August 3, 1989 (the August 3 meeting). At the
August 3 meeting, the board determined and resolved the following
(as evidenced in the minutes of the August 3 meeting):
WHEREAS, this Board of Directors has determined
that the issuance of additional stock in the
corporation would benefit the corporation; and
WHEREAS, this Board has determined that Thomas M.
Gosselin and Stephen D. Pahl are suitable shareholders
whose participation would benefit the corporation and
each is an active member of the California Bar; and
NOW, THEREFORE, BE IT RESOLVED, that the
corporation shall issue and sell to each of Thomas M.
Gosselin and Stephen D. Pahl one thousand (1,000)
shares of common stock, such action to take effect on
August 9, 1989; and
FURTHER RESOLVED, that the price to be paid by
Messrs, Pahl and Gosselin for such shares shall be
determined by an audit of this corporation’s balance
sheet as at July 31, 1989; and
FURTHER RESOLVED, that each of Messrs. Pahl and
Gosselin shall pay in cash, the amount equal to * * *
[one-quarter] of the net worth of the corporation as
determined by reference to such audited balance sheet
as at July 31, 1989, as and for the total purchase
price of said purchasers’ [sic] shares of common stock.
At the August 3 meeting, the board also (1) elected
petitioner a director of Niesar Pahl, effective August 9, 1989,
and (2) authorized petitioner to negotiate an extension of credit
to Niesar Pahl of $500,000 from Silicon Valley Bank (the bank)
and to sign notes, agreements, or other documents as necessary to
secure such credit.
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