Item 1.01. Entry into a Material Definitive Agreement.
Consummation of Plan of Merger and Holding Company Reorganization
On September 17, 2019 (the “Effective Date”), Famous Dave’s of America, Inc., a Minnesota corporation (“DAVE”), completed its holding company reorganization (the “Holding Company Reorganization”) in accordance with Section 302A.626 of the Minnesota Business Corporation Act (the “MBCA”) whereby it became a wholly owned subsidiary of a new public holding company, BBQ Holdings, Inc., a Minnesota corporation (“BBQ”).
The new holding company structure was effected as of 12:00 a.m. Central Time on the Effective Date pursuant to a Plan of Merger dated as of September 6, 2019 (the “Plan of Merger”), by and among DAVE, BBQ and BBQ Merger Sub Inc., a Minnesota corporation and indirect subsidiary of DAVE and direct subsidiary of BBQ (“Merger Sub”). The Plan of Merger provided 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 was not required for the Merger. As a result of the Merger, DAVE is now 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.
In the Merger, each issued and outstanding common share of DAVE was 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 in the Merger occurred without an exchange of certificates. Accordingly, certificates formerly representing outstanding common shares of DAVE are deemed to represent the same number of common shares of BBQ.
Pursuant to Section 302A.626 (subd. 7) of the MBCA, the provisions of the Restated Articles of Incorporation and Restated Bylaws of BBQ are consistent with those of DAVE prior to the Merger. The authorized common shares of BBQ, the designations, rights and powers of such shares and the qualifications, limitations and restrictions thereof are also consistent with those of DAVE’s common shares immediately prior to the Merger. The directors and executive officers of BBQ are the same individuals who were directors and executive officers, respectively, of DAVE immediately prior to the Merger.