BAB HOLDINGS INC
8-A12B/A, 1997-06-02
CONVENIENCE STORES
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                                      Commission File 0-27068


                          FORM 8-A/A

               SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.
                             20549



                       BAB Holdings, Inc.
                       ------------------
       (Exact name of registrant as specified in its charter)

                             Illinois
                             --------
              (State of incorporation of organization)

                           36-3857339
                 (I.R.S. Employer Identification No.)
      8501 West Higgins Road, Suite 320, Chicago, Illinois  60631
      -----------------------------------------------------------
             (Address of principal executive office)    (Zip Code)


 Securities to be registered pursuant to Section 12(b) of the Act:

                                None

     Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock, no par value
                      --------------------------
                         (Title of Class)


Item 1.     Description of Registrant's Securities to be 
            Registered.

     	The Company's Articles of Incorporation, as amended, 
authorize 20,000,000 shares of Common Stock, no par value per 
share, and 4,000,000 shares of Preferred Stock, $.01 par value, 
with such rights and preferences as may be determined by the 
Board of Directors.  The description of the Company's authorized 
securities is incorporated herein by reference to the description 
contained in the final prospectus related to Registration 
Statement on Form SB-2 filed October 11, 1995 (Commission File 
No. 33-98060C), as declared effective on November 27, 1995.

     	This Report on Form 8-A/A amends the Form 8-A Registration 
Statement of the Company (Commission File No. 0-27068) to 
incorporate the description of the Series A Convertible Preferred 
Stock of the Company, as established by resolution of the Board 
of Directors of the Company.  See Exhibit 4.4, below.  The Series 
A Convertible Preferred Stock is not listed on any exchange or on 
any automated quotation system and is not publicly traded.

Item 2.      Exhibits.
             ---------

3.1 (i)   Articles of Incorporation as amended 

3.2 (i)   Bylaws, as amended 

4.1 (i)   Specimen Common Stock certificate 

4.4 (ii)  Amended and Restated Statement of Designation, Number
          Voting Powers, Preferences and Rights of Series of 
          Preferred Stock of BAB Holdings, Inc. to be designated
          Series A Convertible Preferred Stock, as filed with the
          Secretary of State of Illinois on March 26, 1997 

- ----------------------------

(i)  Previously filed.  Incorporated by reference to exhibit  
     contained in the Company's Form SB-2 Registration Statement
     (Commission File No. 33-98060C), as amended.

(ii) Filed herewith.  Incorporated by reference to exhibit filed
     as a part of Report on Form 10-QSB for the fiscal quarter
     ended February 28, 1997.


                             SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities
     Exchange Act of 1934, the registrant has duly caused this
     amendment to registration statement to be signed on its
     behalf by the undersigned, thereto duly authorized on this
     29th day of May, 1997.

                                         BAB HOLDINGS, INC.

                                         By:  /s/ Michael W. Evans
                                         ---------------------------

                                      	  Michael W. Evans
                                      	  President and Chief Executive 
                                         Officer



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