UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 3, 2019
FAMOUS DAVE’S OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
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Minnesota | 0-21625 | 41-1782300 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
12701 Whitewater Drive, Suite 290, Minnetonka, MN 55343
(952) 294-1300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
DAVE | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | DAVE | The Nasdaq Global Market |
Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01.Completion of Acquisition of Disposition of Assets.
On June 3, 2019, Famous Dave’s Ribs, Inc., a wholly-owned subsidiary of Famous Dave’s of America, Inc. (the “Company”) completed the acquisition of a franchised Famous Dave’s restaurant in Grand Junction, Colorado (the “Grand Junction Purchased Restaurant”). The seller of the Grand Junction Purchased Restaurant was Mesa Mall BBQ, Inc., which was a franchisee of the Company. The acquisition of the Grand Junction Purchased Restaurant was pursuant to a previously announced asset purchase agreement for five Famous Dave’s restaurants in Colorado. The purchase price of the five Famous Dave’s restaurants in Colorado was approximately $4,100,000, exclusive of closing costs, plus an amount equal to the book value of the restaurant inventory, plus the assumption of the gift card liability associated with the five Famous Dave’s restaurants in Colorado. The completion of the acquisition of the first four restaurants took place on March 4, 2019.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| FAMOUS DAVE’S OF AMERICA, INC. |
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Date: June 6, 2019 | By: | /s/ Paul M. Malazita |
| | Name: Paul M. Malazita |
| | Title: Chief Financial Officer and Secretary |
