- 10 -
business plan. As explained hereinafter, the formation of BFLP
was part of decedent’s estate plan and not contemplated as a
necessary step in positioning Empak for a corporate liquidity
event. On December 22, 1995, Mr. Boyle provided decedent with a
letter memorializing the steps associated with obtaining
corporate liquidity. Many of these integrated steps were
completed before decedent’s death.
1. Empak’s Incorporation and Spinoff3 of Emplast
On February 21, 1996, Empak incorporated a wholly owned
subsidiary, Emplast. Emplast was incorporated and capitalized
with noncore assets of Empak to streamline Empak in preparation
for a corporate liquidity event. The noncore assets consisted of
assets outside of Empak’s semiconductor business. The net book
value of these assets was $5,752,854, which represented 5 percent
of Empak’s net book value. Mark Bongard was appointed the chief
executive officer of Emplast and remained in that position until
decedent’s death.
Empak had a stock split on April 18, 1996, which was
approved by a vote of the outstanding Empak stockholders. Empak
shareholders received 223 shares for each Empak share held, which
increased decedent’s number of shares to 5,686,500. The stock
split also increased ISA Trust’s number of shares. See infra p.
3The parties’ stipulation terms this transaction as a
“spinoff”. However, it appears that the distribution was a
splitoff.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011