As filed with the Securities and Exchange Commission on August 27, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
BAB HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-3857339
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
8501 W. Higgins Road, Suite 320
Chicago, IL 60631
(Address of Principal Executive Offices) (Zip Code)
Michael W. Evans
Chief Executive Officer and President
8501 W. Higgins Road, Suite 320
Chicago, IL 60631
(Name and address of agent for service)
(773) 380-6100
(Telephone number, including area code, of agent for service)
Copies to:
Deanne M. Greco, Esq.
Janna R. Severance, Esq.
Moss & Barnett
A Professional Association
4800 Norwest Center
90 South 7th Street
Minneapolis, MN 55402
Telephone: (612) 347-0300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 495,000 $2.53 $1,252,350 $380
no par value Shares
=================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
Equal to the average of the high and low sale prices for the Common Stock,
as reported on the Nasdaq Small-Cap Market, on August 22, 1997.
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. |x|
The contents of Registration Statement on Form SB-2(SEC No. 333-
29465), which was declared effective on August 6, 1997, are incorporated
herein by reference.
PROSPECTUS
DATED AUGUST 27, 1997
495,000 Shares of Common Stock
of BAB Holdings, Inc.
This Prospectus supplements and updates the Prospectus of BAB Holdings,
Inc. (the "Company") dated August 6, 1997 (the "Original Prospectus")
concerning the sale of 2,100,867 shares of common stock of the Company for the
account of certain shareholders of the Company named therein (collectively,
the "Selling Shareholders"). This Prospectus amends the Original Prospectus
to increase the number of shares offered by the Selling Shareholders from
2,100,867 to 2,595,867 shares, which increase results solely by operation of
the anti-dilution provisions of the Series A Convertible Preferred Stock held
by certain of the Selling Shareholders.
As a result of such increase, the table describing the terms of the
Offering and the table setting forth the names of the Selling Shareholders and
the number of shares offered by each are amended and restated, as set forth
below.
PROSPECTUS SUMMARY
The following summary of certain provisions of this Prospectus is
intended only for ease of reference, is not a complete presentation of all
relevant facts, and is qualified in its entirety by reference to the detailed
information appearing elsewhere in the Prospectus. The entire Prospectus,
including the information set forth under the caption "Risk Factors" should be
read and carefully considered by prospective investors and subsidiaries of its
subsidiaries.
The Offering
Common Stock Offered Up to 2,595,867 shares, of which
1,259,357 are issuable from time to
time pursuant to the terms of the
Company's outstanding Series A
Convertible Preferred Stock (the
"Preferred Stock"), 450,000 are
issuable under an option agreement,
4,500 are issuable upon exercise of
an outstanding warrant and 882,010
are currently outstanding. See
"Selling Shareholders" and
"Description of Securities."
Common Stock to be Outstanding After
this Offering 9,315,145 shares(1)
Use of Proceeds The Company will not receive any of
the proceeds from the sale of the
Shares by the Selling Shareholders.
Nasdaq symbol BAGL
(1) Does not include (i) 570,000 shares of Common Stock reserved for
issuance under the Company's 1995 Long-Term Incentive and Stock Option Plan
(the "Incentive Plan"); (ii) 30,000 shares of Common Stock reserved for
issuance under the Company's 1995 Outside Directors Stock Option Plan (the
"Directors Plan"); (iii) 225,000 shares of Common Stock issuable upon exercise
of a warrant issued to the underwriter of the Company's initial public
offering; (iv) 100,000 shares of Common Stock issuable upon exercise of an
option issued in the BUI Acquisition; (v) 13,315 shares issuable upon exercise
of a warrant issued to the placement agent for the Preferred Stock; or
(vii) up to 175,420 shares of Common Stock issuable upon exercise of warrants
that could be issued to the Selling Shareholders as holders of the Series A
Preferred Stock. See "Recent Acquisitions," "Management," "Certain
Transactions," and "Description of Securities."
SELLING SHAREHOLDERS
Set forth below are the names of the Selling Shareholders, the number of
shares of Common Stock of the Company beneficially owned by each of them at
August 26, 1997, the number of shares offered hereby, and the number of shares
to be owned if all offered shares are sold.
<TABLE>
<CAPTION>
Number of Shares Owned
Number of Shares Following Sale
Shares Offered of Shares
Name Owned Hereby Offered Hereby
- ----------------------------- --------- -------- -----------------
<S> <C> <C> <C>
Aladdin International, Inc. 1,015,481 882,010 133,471
Cranshire Capital(1) -- 28,716 --
E.P. Opportunity Fund,LLC(1) -- 201,013 --
Wolfgang and Barbara
Garbelmann(1) -- 10,769 --
Richard E. Goulding(1) -- 17,231 --
Richard E. Goulding, PSP(1) -- 4,307 --
Dennis Hanish (2) -- 4,500 --
Noel Incavo(1) -- 14,359 --
Marshall Katzman(1) -- 14,359 --
Keyway Investments Limited(1) -- 861,488 --
Sol Klipstein(1) -- 7,179 --
Leonard Loventhal Trust(1) -- 14,359 --
Melvin A. Olshansky(1) -- 14,359 --
Sarah Schwartz(1) -- 14,359 --
Stewart A. Shiman(1) -- 28,716 --
Arie and Corey Simon(1) -- 14,359 --
Strathmore Bagels
Franchising, Inc.(3) -- 450,000 --
Robert Weber, Trustee for
Robert Weber IRA Account(1) -- 13,784 --
</TABLE>
(1) Assumes conversion of all Preferred Shares. Because the conversion
price is subject to change in relation to the market price of the Company's
Common Stock (see "Description of Securities -- Preferred Stock"), the number
of shares actually received upon conversion and, accordingly, the number of
shares to be sold pursuant to this Prospectus may change.
(2) Represents a Selling Shareholder of shares issuable upon exercise of
warrants to purchase the Company's Common Stock. See "Description of
Securities -- Outstanding Options and Warrants."
(3) Represents a Selling Shareholder of shares issuable upon the exercise of
options to purchase the Company's Common Stock. See "Description of
Securities -- Outstanding Options and Contracts."
All of the Selling Shareholders, except Aladdin International, Inc.
("Aladdin"), Strathmore and Mr. Hanish, purchased Preferred Stock of the
Company that is convertible into the shares of Common Stock being sold
pursuant to this Prospectus. Aladdin is a major shareholder of the Company.
See "Certain Transactions." Mr. Hanish is a registered representative of the
investment banking firm that served as the underwriter of the Company's
initial public offering and is selling shares of common stock issuable upon
exercise of a portion of the warrant granted to the underwriter in connection
with such offering. Other than as noted above, none of these Selling
Shareholders has had any position, office or other material relationship with
the Company.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
August 27, 1997.
BAB HOLDINGS, INC.
By: /s/ MICHAEL W. EVANS
________________________
Michael W. Evans, President and
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael W. Evans, Michael K. Murtaugh
and Theodore P. Noncek, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him
and in his name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement on Form SB-2, including any amendment increasing or decreasing the
amount of securities for which registration is being sought or any
registration statement for the same offering filed in accordance with Rule
462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/S/MICHAEL W. EVANS President and Chief Executive August 27, 1997
- --------------------- Officer (Principal executive ---------------
Michael W. Evans officer) and Director
/S/THEODORE P. NONCEK Chief Financial Officer August 27, 1997
- --------------------- (Principal financial and ---------------
Theodore P. Noncek accounting officer)
/S/MICHAEL K. MURTAUGH Vice President, General Counsel August 27, 1997
- ----------------------- and Director ---------------
Michael K. Murtaugh
/S/ DAVID L. EPSTEIN Director August 27, 1997
- ----------------------- ---------------
David L. Epstein
/S/ CYNTHIA A. VAHLKAMP Director August 27, 1997
- ------------------------ ---------------
Cynthia A. Vahlkamp
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
____________ ___________________________________________ _________
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young, L.L.P.
Independent Public Accountants
23.3 Consent of Muehl, Steffes & Krueger, S.C.
Independent Public Accountants
23.4 Consent of Buonanno & Conolly, CPA's,
Independent Public Accountants
23.5 Consent of BDO Seidman, L.L.P.,
Independent Public Accountants
Exhibit 5
August 27, 1997
Board of Directors
BAB Holdings, Inc.
8501 W. Higgins Road, Suite 320
Chicago, IL 60631
Re: Registration Statement on Form SB-2
Relating to the Sale of Shares by Certain Selling Shareholders
Our File No. 54388.7
Gentlemen:
This opinion is given in connection with the filing by BAB Holdings,
Inc. (the "Registrant") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form SB-2 (the "Registration Statement"), with respect to certain shares of
the Registrant's Common Stock, no par value, as described in the Registration
Statement, that are currently outstanding or may be issued upon exercise of
warrants or options or upon the conversion of outstanding Preferred Stock (the
"Shares"). The Registration Statement is filed pursuant to Rule 462 of
Regulation C and incorporates by reference the Company's registration
statement on Form SB-2, Commission File No. 333-29465, declared effective
August 6, 1997. The Registration Statement serves to increase the number of
shares which may be offered pursuant by Selling Shareholders named in the
Registration Statement and in Registration Statement No. 333-29465.
We have acted as counsel for the Registrant in connection with the
filing of the Registration Statement. In so acting, we have examined the
originals or copies, certified or otherwise identified to our satisfaction, of
all corporate instruments and have made such inquiries of officers and
representatives of the Registrant as we have deemed relevant and necessary as
a basis for the opinion hereinafter set forth. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to the original of
documents submitted to us as certified or photostatic copies. As to questions
of fact material to such opinion that we have not independently established,
we have relied upon representations or certificates of officers and directors
of the Registrant.
Based upon the foregoing, we are of the following opinion:
1. The Registrant has been duly incorporated and is validly existing
as a corporation under the laws of the State of Illinois.
2. The Shares to be sold pursuant to the Registration Statement have
been duly authorized and the 882,010 shares already outstanding are, and the
remaining Shares, when issued and delivered as contemplated under the relevant
warrants, options, and Preferred Stock, will be, validly issued and
outstanding, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the use of this opinion as an exhibit to
applications to the securities commissioners of various states of the United
States for registration therein of various aggregate amounts of the Shares.
Very truly yours,
MOSS & BARNETT,
A PROFESSIONAL ASSOCIATION
/s/Janna R. Severance
By Janna R. Severance
Exhibit 23.1
We consent to the references to our firm under the captions "Experts" and
"Selected Consolidated Financial Information" in the Registration Statement
(Form SB-2 No. 333-29465) of BAB Holdings, Inc. dated August 6, 1997 which is
incorporated into the Registration Statement on Form SB-2 and the related
Prospectus of BAB Holdings, Inc., dated August 26, 1997. We also consent to
the incorporation by reference therein of our report dated February 7, 1997,
except for Note 13, as to which the date is June 16, 1997 for BAB Holdings,
Inc. and our report dated October 30, 1996 for Bagels Unlimited, Inc. which are
contained in the Registration Statement (Form SB-2 No. 333-29465) of BAB
Holdings, Inc.
Ernst & Young, L.L.P.
Chicago, Illinois
August 26, 1997
Exhibit 23.2
We consent to incorporation by reference in this Registration Statement on
Form SB-2 of the reference to our firm under the caption "Experts" and to the
use of our report dated June 13, 1996 for Bagels Unlimited, Inc., all of which
is contained in the Registration Statement of BAB Holdings, Inc. on Form SB-2,
Commission File No. 333-29465 and the related Prospectus dated August 6, 1997.
MUEHL, STEFFES & KRUEGER, S.C.
August 25, 1997
Exhibit 23.3
We consent to incorporation by reference in this Registration Statement of
BAB Holdings, Inc. on Form SB-2 of the reference to our firm under the caption
"Experts" and in the "Selected Consolidated Financial Information" and the
use of our reports dated May 6, 1996 and November 17, 1995 for Strathmore
Bagels Franchise Corporation, all of which are contained in the Registration
Statement of BAB Holdings, Inc. on Form SB-2, Commission File No. 333-29465,
and the related Prospectus dated August 6, 1997.
BUONANNO & CONOLLY, CPA'S
August 26, 1997
Exhibit 23.5
We consent to the incorporation by reference in this Registration
Statement of BAB Holdings, Inc. on Form SB-2 of the reference to our firm
under the caption "Experts" and to use of our report dated May 19, 1997
on the combined financial statements of My Favorite Muffin Too, Inc. and My
Favorite Muffin, Inc., in Amendment No. 2 to the Registration Statement
(Form SB-2 333-29465)and the related Prospectus of BAB Holdings, Inc.
as declared effective on August 6, 1997.
BDO SEIDMAN, L.L.P.
Philadelphia, Pennsylvania
August 26, 1997
