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3. Empak International’s Merger Into Empak
On March 7, 1997, Empak International merged into Empak. As
part of the merger, MC’s stock in Empak International was
canceled and MC received, among other things, 660,359 shares of
Empak common stock and an option to purchase 58,667 additional
shares of Empak common stock. Empak’s stock in Empak
International was canceled.
Pursuant to the merger, Empak assumed responsibility for the
foreign distribution of Empak products with the exception of
Japan. Empak appointed MAC as the exclusive exporter of Empak
products to Japan and MC as the exclusive distributor of Empak
products in Japan. Empak’s ownership was altered as a result of
the merger of Empak International into Empak as follows:
Percentage
Number of of
Empak shareholder shares total
WCB Holdings 5,943,227 90%
MC 396,215 6
MAC 264,144 4
Total 6,603,586 100
E. Consolidation of Empak and Fluoroware
In the summer of 1998, Empak and Fluoroware began
consolidation discussions. Decedent engaged in the discussions
in his capacity as chairman of the board and chief executive
officer of Empak. Before November 1998, decedent had sketched
out potential organizational structures in the event the
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