Item 1.01. Entry into a Material Definitive Agreement.
Adoption of Plan of Merger and Holding Company Reorganization
On September 6, 2019, The Board of Directors (“Board”) of Famous Dave’s of America, Inc., a Minnesota corporation (“DAVE”), approved a Plan of Merger (“Plan of Merger”) and holding company reorganization (the “Holding Company Reorganization”) in accordance with Section 302A.626 of the Minnesota Business Corporation Act (the “MBCA”) whereby it will become a wholly owned subsidiary of a new public holding company, BBQ Holdings, Inc., a Minnesota corporation (“BBQ”). The effective date for the Holding Company Reorganization will be September 17, 2019.
The new holding company will be structured by and among DAVE, BBQ and BBQ Merger Sub Inc., a Minnesota corporation (“Merger Sub”) and indirect subsidiary of DAVE and direct subsidiary of BBQ. The Plan of Merger will provide for the merger (the “Merger”) of DAVE with Merger Sub, with DAVE as the surviving corporation. Pursuant to Section 302A.626 (subd. 2) of the MBCA shareholder approval will not be required for the Merger. As a result of the Merger, DAVE will be a wholly owned subsidiary of BBQ. The description of the Plan of Merger is qualified in its entirety by reference to the full text of the Plan of Merger, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Upon the consummation of the Merger, each issued and outstanding common share of DAVE will be converted into one common share of BBQ, par value $0.01 per share. In connection with the Merger, each person that held rights to purchase, or other rights to or interests in, common shares of DAVE under any stock option, stock purchase or compensation plan or arrangement of DAVE immediately prior to the Merger holds a corresponding number of rights to purchase, and other rights to or interests in, common shares of BBQ, par value $0.01 per share, immediately following the Merger. The conversion of the common shares as a result of the Merger will occur without an exchange of certificates.
The Merger will not be subject to approval by the stockholders of the Company or to any financing condition. The reorganization allows for flexibility and future growth of the brand.
The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.