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Short Taxable
Year Ending Deficiency
Dec. 31, 1996 $ 494,101
Oct. 10, 1997 1,578,112
Unless otherwise indicated, all section references are to
the Internal Revenue Code in effect for the years in issue, and
all Rule references are to the Tax Court Rules of Practice and
Procedure.
The issue for decision is whether petitioner is subject to
the accumulated earnings tax for the above short taxable years.
FINDINGS OF FACT
Some of the facts have been stipulated and are so found.
Petitioner, a Nevada corporation, was incorporated on
June 13, 1996. At the time the petition was filed, petitioner
maintained a registered address in Las Vegas, Nevada.
Petitioner is the successor to Advanced Delivery & Chemical
Systems, Inc. (ADCS), an Illinois corporation that was
incorporated on March 22, 1988, and that merged into petitioner
on July 9, 1996. On October 10, 1997, petitioner was acquired by
ATMI Holdings, Inc. (ATMI), a public company.
Stephen H. Siegele, a chemical engineer, was the founder of
and primary stockholder in ADCS. From 1988 until its merger into
petitioner on July 9, 1996, ADCS was engaged in the business of
developing, manufacturing, and marketing ultra high purity
chemicals for use in the computer industry. The primary chemical
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