- 4 -
for subsidiary companies involved in the production,
conditioning, and marketing of the alloy.
On February 11, 1983, Matrix entered into an agreement known
as the "Heads of Agreement" with Mr. Edwin J. Werner, Mr. Richard
Rynkiewicz, and Mr. John C. Davidson, Jr., who became
shareholders in an S corporation known as WRD, Inc.2 The Heads
of Agreement contained, among other things, a provision that
required Matrix and WRD, Inc., jointly to form a company named
"Restore Corporation" (later known as petitioner). Petitioner's
main purpose was to market Matrix's products in North America and
the Caribbean. Paragraph 6 of the Heads of Agreement required
that petitioner would be owned 70 percent by Matrix and 30
percent by the partners of WRD, Inc. Paragraph 12 of the Heads
of Agreement states that "RESTORE shall pay MATRIX a royalty fee
equivalent to 10 (ten) percent of RESTORE'S net sales, in return
for the exclusive rights granted by MATRIX to RESTORE."
On February 23, 1983, articles of incorporation for
petitioner (Restore Incorporated) were filed with the State of
Florida. The articles of incorporation listed the following
officers and directors of petitioner: Mr. Werner (president),
Mr. Rynkiewicz (secretary/treasurer), Mr. Davidson (vice
2At the time of the execution of the Heads of Agreement in
1983, Messrs. Werner, Rynkiewicz, and Davidson were in the
process of forming an S corporation with Mr. Ronald C. Dugan and
Mr. Joe Quinlan known as WRD, Inc. However, in the Heads of
Agreement, WRD, Inc., was referred to as "the Corporation." WRD,
Inc., was organized under the laws of the State of Florida.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Next
Last modified: May 25, 2011