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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FAMOUS DAVE'S OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1782300
(State or other jurisdiction of (IRS Employer incorporation
incorporation or organization) Identification No.)
7279 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(Address, including zip code of principal executive offices)
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1995 STOCK OPTION AND COMPENSATION PLAN
(Full title of plan)
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Douglas S. Lanham
Chief Executive Officer
7279 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(612) 833-9300
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
William M. Mower, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Norwest Center
Minneapolis, Minnesota 55402
(612) 672-8200
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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Common stock ($0.01
par value per
share) 200,000 shares $6.00 $1,200,000.00 $354.00
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(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
sales prices of the Registrant's common stock on the Nasdaq Stock Market
on April 6, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
(a) The contents of Registration Statement on Form S-8 No. 333-16299, filed
on November 18, 1996;
(b) The description of the Registrant's common stock included under the
caption "Securities to be Registered" in its Registration Statement on
Form 8-A, dated October 25, 1996, including any amendments or reports
filed for the purpose of updating such description; and
(c) The Registrant's Annual Report on Form 10-K for the year ended December
28, 1997 filed on March 30, 1998.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 8. Exhibits.
4.1 1995 Stock Option and Compensation Plan (incorporated by reference to
Exhibit 10.6 to Registrant's registration statement on Form SB-2 (file
no. 333-10675).
4.2 Amendment to 1995 Stock Option and Compensation Plan dated August 12,
1996 (incorporated by reference to Exhibit 10.13 to Registrant's
registration statement on Form SB-2 (file no. 333-10675).
4.3 Amendment to 1995 Stock Option and Compensation Plan dated February 4,
1997 (incorporated by reference to Exhibit 10.9 to Registrant's annual
report on Form 10-K for the year ended December 29, 1996.
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23A. Consent of Lund Koehler Cox & Company, PLLP
23B. Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 6, 1998.
FAMOUS DAVE'S OF AMERICA, INC.
By: /s/ Douglas S. Lanham
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Douglas S. Lanham
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Daniel F. Moorse
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Daniel F. Moorse
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 6th day of April, 1998,
by the following persons in the capacities indicated:
Signature Title
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/s/ David W. Anderson
- --------------------- Chairman of the Board of Directors
David W. Anderson
/s/ Douglas S. Lanham
- --------------------- Chief Executive Officer and Director
Douglas S. Lanham
/s/ Thomas J. Brosig
- -------------------- Director
Thomas J. Brosig
/s/ Richard L. Monfort
- ---------------------- Director
Richard L. Monfort
/s/ Martin J. O'Dowd
- -------------------- Director
Martin J. O'Dowd
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EXHIBIT INDEX
Exhibit Page
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5. Opinion of Maslon Edelman Borman & Brand, LLP.
23A. Consent of Lund Koehler Cox & Company, PLLP.
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