Exhibit 3.1
Form BCA-11.25 ARTICLES OF MERGER
(Rev. Jan. 1999) CONSOLIDATION OR EXCHANGE File # 5707-411-6
--------------------------------------------------------------------------------
Jesse White SUBMIT IN DUPLICATE
Secretary of State ------------------------
Department of Business FILED This space for use by
Services Secretary of State
Springfield, IL 62745 OCT 30 2000
Telephone (217) 782-6961 Date 10-30-00
http://www.sos.state.il.us JESSE WHITE
----------------------------- SECRETARY OF STATE Filing Fee $100.--
DO NOT SEND CASH!
Remit payment in check or money Approved: [Illegible
order payable to "Secretary of State." initials]
Filing Fee is $100, but if merger or
consolidation involves more than 2
corporations, $50 for each additional
corporation.
--------------------------------------------------------------------------------
1. Names of the corporations proposing to merge, and the state or country of
their incorporation:
Name of Corporation State or Country Corporation
of Incorporation File Number
BAB Holdings, Inc. Illinois 57074116
------------------------ ----------------- -----------------
BAB (Delaware), Inc. Delaware NR
------------------------ ----------------- -----------------
------------------------ ----------------- -----------------
------------------------ ----------------- -----------------
--------------------------------------------------------------------------------
2. The laws of the state or country under which each corporation is
incorporated permits such merger, consolidation or exchange
--------------------------------------------------------------------------------
3. (a) Name of the surviving corporation: BAB (Delaware), Inc.
(b) It shall be governed by the laws of: Delaware
--------------------------------------------------------------------------------
If not sufficient space to cover this point,
add one or more sheets of this size.
4. Plan of merger is as follows:
Pursuant to the Agreement and Plan of Merger, dated October 18, 2000,
parent company, BAB Holdings, Inc., an Illinois corporation, will merge
with and into BAB (Delaware), Inc., a Delaware Corporation, and a
wholly-owned subsidiary of BAB Holdings, Inc. The Certificate of
Incorporation of the surviving corporation shall be its Certificate of
Incorporation. Pursuant to the Certificate of Merger filed with the
Secretary of State of the State of Delaware, the Certificate of
Incorporation of the surviving entity shall be amended in the following
manner:
The name of the corporation shall be changed to: Planet Zanett, Inc
<PAGE>
5. Plan of merger was approved, as to each corporation not organized in
Illinois, in compliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
(The following items are not applicable to mergers under ss.11.30 -- 90%
owned subsidiary provisions. See Article 7.)
(Only "X" one box for each Illinois corporation)
<TABLE>
<CAPTION>
By the shareholders, a
resolution of the board of By written consent of the
directors having been duly shareholders having not less
adopted and submitted to a than the minimum number of
vote at a meeting of votes required by statute and
shareholders. Not less than by the articles of
the minimum number of votes incorporation. Shareholders
required by statute and by the who have not consented in By written consent of ALL the
articles of incorporation writing have been given notice shareholders entitled to vote
voted in favor of the action in accordance with ss. 7.10 on the action, in accordance
taken. (ss. 11.20) (ss. 11.220) with ss. 7.10 & ss. 11.20
Name of Corporation
------------------- ------------------------------ ------------------------------- ------------------------------
<S> <C> <C> <C>
BAB Holdings, Inc. |X| |_| |_|
BAB (Delaware), Inc. |_| |_| |X|
_____________________ |_| |_| |_|
_____________________ |_| |_| |_|
_____________________ |_| |_| |_|
</TABLE>
--------------------------------------------------------------------------------
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation.)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of
Illinois:
a. The surviving, new or acquiring corporation may be served with
process in the State of Illinois in any proceeding for the
enforcement of any obligation of any corporation organized under the
laws of the State of Illinois which is a party to the merger,
consolidation or exchange and in any proceeding for the enforcement
of the rights of a dissenting shareholder of any such corporation
organized under the laws of the State of Illinois against the
surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby
is irrevocably appointed as the agent of the surviving, new or
acquiring corporation to accept service of process in any such
proceedings, and
c. The surviving, new or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws
of the State of Illinois which is a party to the merger,
consolidation or exchange the amount, if any, to which they shall be
entitled under the provisions of "The Business Corporation Act of
1983" of the State of Illinois with respect to the rights of
dissenting shareholders.
--------------------------------------------------------------------------------
<PAGE>
7. (Complete this item if reporting a merger under ss. 11.30--90% owned
subsidiary provisions.)
a. The number of outstanding shares of class of each merging subsidiary
corporation and the number of such shares of each class owned
immediately prior to the adoption of the plan of merger by the
parent corporation, are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
____________________ ______________________ ________________________________
____________________ ______________________ ________________________________
____________________ ______________________ ________________________________
____________________ ______________________ ________________________________
____________________ ______________________ ________________________________
b. (Not applicable to 100% owned subsidiaries)
The date of mailing a copy of the plan of merger and notice of the right
to dissent to the shareholders of each merging subsidiary corporation was
______________, ____.
(Month & Day) (Year)
Was written consent for the merger or written waiver of the 30-day period
by the holders of all the outstanding shares of all subsidiary
corporations received? |_| Yes |_| No
(If the answer is "No," the duplicate copies of the Articles of Merger may
not be delivered to the Secretary of State until 30 days following the
mailing of a copy of the plan of merger and of the notice of the right to
dissent to the shareholders of each merging subsidiary corporation.)
8. The undersigned corporations have caused these articles to be signed by
their duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true. (All signatures must be in
BLACK INK.)
Dated 10/18 2000 BAB Holdings, Inc.
-----------------, ---- -----------------------------------
(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Mark E. Majewski by /s/ Michael W. Evans
------------------------- ---------------------------------
(Signature of Secretary (Signature of President
or Assistant Secretary) or Vice President)
Mark E. Majewski, CFO and Treasurer Michael W. Evans, President and CEO
----------------------------------- -----------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
Dated 10/18 2000 BAB (Delaware), Inc.
-----------------, ---- -----------------------------------
(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Michael K. Murraugh by /s/ Michael K. Murraugh
------------------------- ---------------------------------
(Signature of Secretary (Signature of President
or Assistant Secretary) or Vice President)
Michael K. Murraugh, Secretary Michael K. Murraugh, President
----------------------------------- -----------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
Dated
-----------------, ---- -----------------------------------
(Month & Day) (Year) (Exact Name of Corporation)
attested by by
------------------------- ---------------------------------
(Signature of Secretary (Signature of President
or Assistant Secretary) or Vice President)
----------------------------------- -----------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
