EXHIBIT 3.4
As Filed with the Secretary
of State of the State of Delaware
on October 30, 2000
CERTIFICATE OF MERGER
OF
PLANET ZANETT CORPORATE INCUBATOR, INC.
INTO
PZ ACQUISITION, INC.
In accordance with Section 252 of the General Corporation Law of the
State of Delaware, the undersigned corporation, organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY THAT:
FIRST: The name and state of incorporation of each of the
constituent corporations of the merger is as follows:
Name State of Incorporation
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Planet Zanett Corporate Incubator, Inc. Nevada
PZ Acquisition, Inc. Delaware
SECOND: Planet Zanett Corporate Incubator, Inc. has authorized
Common Stock of One Hundred (100) shares at $.01 par value.
THIRD: In accordance with the requirements of Section 251 of the
General Corporation Law of the State of Delaware, each of Planet Zanett
Corporate Incubator, Inc., a Nevada corporation, and PZ Acquisition, Inc., a
Delaware corporation, has approved, adopted, certified, executed, and
acknowledged the Amended and Restated Agreement and Plan of Merger, dated May 4,
2000, as amended through August 24, 2000, (the "Merger Agreement"), by and among
BAB Holdings, Inc., an Illinois corporation, PZ Acquisition, Inc., a Delaware
corporation, BAB (Delaware), Inc., a Delaware corporation, and Planet Zanett
Corporate Incubator, Inc., a Nevada corporation.
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FOURTH: PZ Acquisition, Inc. shall be the surviving corporation of
the merger.
FIFTH: The Certificate of Incorporation of the surviving corporation
shall be its Certificate of Incorporation.
SIXTH: The Certificate of Incorporation of the surviving corporation
shall be amended by this Certificate of Merger in the following manner:
The name of the surviving corporation shall be changed to:
Planet Zanett Corporate Incubator, Inc.
SEVENTH: The executed Merger Agreement is on file at the principal
place of business of the surviving corporation. The address of the principal
place of business of the surviving corporation is 135 E. 57th Street, 15th
Floor, New York, NY 10022.
EIGHTH: On request, the surviving corporation will furnish without
cost a copy of the Merger Agreement to any stockholder of any constituent
corporation.
IN WITNESS WHEREOF, the undersigned has signed his name, this 18th day of
October, 2000 and by such act affirms, under penalties of perjury, that this
instrument constitutes the act and deed of PZ Acquisition, Inc. and that the
facts stated herein are true.
PZ ACQUISITION, INC.
By: /s/ Michael K. Murtaugh
------------------------------------
Name: Michael K. Murtaugh
Title: President
