- 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
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