EXHIBIT 1.2
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is entered into as of this 18th day
of October, 2000, by and among BAB Holdings, Inc., an Illinois corporation ("BAB
Holdings"), and BAB (Delaware), Inc., a Delaware corporation ("BAB Delaware").
BAB Holdings and BAB Delaware are hereinafter sometimes collectively referred to
as the "Constituent Corporations."
W I T N E S S E T H:
WHEREAS, BAB Holdings is a corporation duly organized and validly existing
under the laws of the State of Illinois, and BAB Delaware is a corporation duly
organized and validly existing under the laws of the State of Delaware; and
WHEREAS, BAB Holdings is the owner of 100% of the issued and outstanding
capital stock of BAB Delaware, and
WHEREAS, the Board of Directors of BAB Holdings, by resolutions duly
adopted, has approved this Agreement and Plan of Merger and declared it to be
advisable and in the best interests of the Constituent Corporations and their
shareholders that BAB Holdings merge with and into BAB Delaware, with BAB
Delaware to be the surviving entity, in the manner and upon the terms and
conditions set forth herein and pursuant to the applicable laws of the State of
Illinois and the State of Delaware (the "Merger").
NOW, THEREFORE, for the purpose of effecting such Merger and prescribing
the terms and conditions thereof and in consideration of the mutual covenants
and agreements contained herein, the Constituent Corporations, intending to be
legally bound, hereby covenant and agree as follows:
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1. Merger. Upon compliance with the applicable provisions of the laws of
the State of Illinois and the State of Delaware and receipt of all applicable
consents, approvals and certificates of third parties and governmental and
regulatory authorities, then, on the Effective Date (as hereinafter defined),
BAB Holdings shall be merged with and into BAB Delaware and thereupon the
separate existence of BAB Holdings shall cease and BAB Delaware shall continue
to exist as the "Surviving Corporation."
2. Certificate of Incorporation and By-laws of Surviving Corporation.
Unless otherwise determined by the Surviving Corporation before the Effective
Date, upon the Effective Date, the Certificate of Incorporation and By-laws of
BAB Delaware, as in effect immediately before the Merger, shall be the
Certificate of Incorporation and By-laws of the Surviving Corporation until
thereafter amended as provided by law and such Certificate of Incorporation and
By-laws; provided that the Certificate of Incorporation of the Surviving
Corporation shall be amended to change its name to "Planet Zanett, Inc."
3. Directors and Officers of Surviving Corporation. The persons set forth
on Exhibit "A" to this Agreement and Plan of Merger shall be the initial
directors and officers of the Surviving Corporation as of the Effective Date. If
on the Effective Date a vacancy shall exist in any directorship or office of the
Surviving Corporation, such vacancy shall thereafter be filled in the manner
provided by law and the By-laws of the Surviving Corporation.
4. Effective Date. The Effective Date of the Merger shall be the date of
filing with the office of the Secretary of State.
5. Conversion of Securities. By virtue of and subject to the other
provisions of this Merger, on the Effective Date, BAB Delaware shall issue one
(1) share of common stock to the holder of each share of common stock of BAB
Holdings upon surrender of the certificate therefor, and all shares of common
stock of BAB Holdings issued and outstanding immediately prior to the
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Effective Date shall, by virtue of the Merger, be canceled. Following the
Effective Date and until such time as it is surrendered, each certificate
evidencing shares of BAB Holdings common stock shall be deemed to evidence an
equal number of share of common stock of BAB Delaware.
6. State Filings. The proper officers of the Constituent Corporations
shall make and execute all certificates and documents required by the State of
Illinois and the State of Delaware to effect the Merger and shall cause the same
to be filed, in the manner provided by law, and shall do all things, whether
within or without the State of Illinois or the State of Delaware, which may be
necessary and proper to effect the Merger.
7. Effect of Merger. On the Effective Date:
(a) The separate existence of BAB Holdings shall cease and BAB
Delaware shall continue to exist as the Surviving Corporation.
(b) All shares of capital stock of BAB Delaware held by BAB Holdings
shall, by virtue of the Merger, be canceled.
(c) Without further act or deed, all as more fully set forth under
the applicable provisions of the laws of the State of Illinois and the State of
Delaware, the Surviving Corporation shall succeed to and possess all of the
assets, rights, privileges, immunities, powers, purposes and franchises of BAB
Holdings, and shall be subject to and hereby expressly assume all of the
obligations, restrictions and liabilities of BAB Holdings.
8. Modification of Merger.
(a) This Agreement and Plan of Merger may be terminated and
abandoned by the Board of Directors of either Constituent Corporation at any
time prior to the Effective Date. In the event of such termination, this
Agreement and Plan of Merger shall be void and have no effect, without any
liability on the part of any of the Constituent Corporations, their respective
shareholders, directors or officers.
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(b) Upon the authorization of the Board of Directors of either
Constituent Corporation, at any time prior to the Effective Date, this Agreement
and Plan of Merger may be modified and amended in any manner which may be
necessary or appropriate to conform it to the requirements of the laws of the
State of Illinois or the State of Delaware.
9. Further Assurances. If at any time after the Effective Date, the
Surviving Corporation shall determine that any further actions or instruments of
conveyance are necessary or desirable in order to vest in and confirm to the
Surviving Corporation full title to and possession of all of the properties,
assets, rights, privileges and franchises of BAB Holdings and/or all of the
obligations, restrictions and liabilities of BAB Holdings, then the officers of
Surviving Corporation, or at their request the persons who were officers and
directors of BAB Holdings immediately prior to the Effective Date, shall, as
such officers and directors, take all such actions and execute and deliver all
such instruments as the Surviving Corporation may determine to be necessary or
desirable.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement and Plan of Merger on the date first above written.
BAB HOLDINGS, INC.,
an Illinois corporation
By: /s/ Michael K. Murtaugh
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Michael K. Murtaugh
Vice President and General Counsel
BAB (DELAWARE), INC.,
a Delaware corporation
By: /s/ Michael K. Murtaugh
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Michael K. Murtaugh
President
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EXHIBIT A
Directors: David M. McCarthy
Claudio M. Guazzoni
Sebastion Cassetta
Dr. Andrew Schiff
Officers: David McCarthy - Chief Executive Officer and Treasurer
Claudio Guazzoni - President and Secretary
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