- 5 -
president), Mr. Fares (vice president), and Mr. Sultan (vice
president).
On February 24, 1983, petitioner's first meeting of the
board of directors was held and the following persons were
elected as officers: Mr. Werner (president); Messrs. Davidson,
Fares, and Sultan (vice presidents); and Mr. Rynkiewicz
(secretary and treasurer). Each of the above-listed persons was
also elected as a director of petitioner. Petitioner's shares of
common stock were issued to Matrix and WRD, Inc. Fourteen shares
(70 percent) were issued to Matrix and six shares (30 percent)
were issued to WRD, Inc.
On March 16, 1983, Matrix and WRD, Inc., entered into a
second agreement, which superseded and replaced the Heads of
Agreement and was known as the "Joint Venture Agreement" (JV
agreement). The JV agreement contained provisions similar to
those contained in the February 11, 1983, Heads of Agreement.
The JV agreement provided, among other things, that Matrix and
WRD, Inc., would jointly form a corporation named Restore
Incorporated (petitioner). Petitioner's primary purpose was to
market the products of Matrix "according to terms and conditions
to be set out in an agreement between MMC and RESTORE
(hereinafter referred to as the "Marketing Agreement")."3 Again,
3Under the JV agreement, Matrix Metal Corporation is
referred to as "MMC". By Mar. 16, 1983, petitioner was already
formed as a corporation under the laws of Florida. Petitioner
(continued...)
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