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corporations consolidated, but Empak and Fluoroware did not agree
to specific details regarding the consolidation before decedent’s
death. Following decedent’s unexpected death on November 16,
1998, consolidation discussions were renewed.
On February 5, 1999, Mr. Bernards, who assisted in
representing Empak in the discussions, recommended the approval
of a consolidation between Empak and Fluoroware. On March 15,
1999, Empak and Fluoroware signed a letter of intent to
consummate the general terms of the consolidation. Between April
13 and 14, 1999, Mr. Boyle, as corporate secretary of Empak,
prepared and filed Federal Trade Commission (FTC) Form 4 (a.k.a.
Hart-Scott-Rodino filing), with the FTC indicating the parties’
intended consolidation. Mark Bongard, as chief manager of WCB
Holdings, gave notice of a special meeting to its members to
consider the proposed consolidation, which was approved by the
members. On June 1, 1999, Empak and Fluoroware entered into a
consolidation agreement which provided for the formation of a new
corporation, Entegris, Inc. (Entegris). Pursuant to the new
consolidation agreement, Empak shareholders received 10,250,789
Entegris shares, which represented a 40-percent ownership
interest.
On March 31, 2000, Entegris filed a registration statement
with the Securities and Exchange Commission in anticipation of
its initial public offering (IPO). On July 11, 2000, Entegris
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