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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
-----------------------
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)
-------------------------------------------
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
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
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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<S> <C> <C> <C> <C>
Common stock ($0.01
par value per
share) 200,000 shares $6.00 $1,200,000.00 $354.00
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</TABLE>
(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).
II-1
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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
-------------------------------------
Douglas S. Lanham
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Daniel F. Moorse
-------------------------------------
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
- --------- -----
/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
II-2
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EXHIBIT INDEX
Exhibit Page
- ------- ----
5. Opinion of Maslon Edelman Borman & Brand, LLP.
23A. Consent of Lund Koehler Cox & Company, PLLP.
II-3
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EXHIBIT 5
April 9, 1998
Famous Dave's of America, Inc.
7279 Flying Cloud Drive
Eden Prairie, Minnesota 55344
RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")
Gentlemen:
We have acted as counsel for Famous Dave's of America, Inc. (the
"Company") in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act") of 200,000 shares of the Company's
common stock, $.01 per share par value (the "Common Stock") approved in
February 1997 for issuance under the Company's 1995 Stock Option and
Compensation Plan (the "Plan") and, subject to adjustment as provided therein,
under the Registration Statement on Form S-8 proposed to be filed with the
Securities and Exchange Commission.
We have made such legal and factual examinations and inquiries, including
an examination of originals, or copies certified or otherwise identified to our
satisfaction as being true reproductions of originals, of all such corporate
records of the Company, agreements and other instruments, certificates of
public officials and officers and representatives of the Company, and such
other documents as have deemed necessary as a basis for the opinions hereafter
expressed.
Without limiting the generality of the foregoing, in our examination, we
have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and
(iii) all corporate records made available to us by the Company and all public
records reviewed are accurate and complete.
Based upon the foregoing and having regard to legal considerations that we
deem relevant, we are of the opinion that, when the shares of Common Stock have
been registered under the Securities Act, and when the Company has received the
consideration to be received for said shares in accordance with the provisions
of the Plan and said shares of Common Stock have been issued by the Company as
provided under the Plan, said shares of Common Stock will be duly authorized,
validly issued, fully paid, and nonassessable.
We are qualified to practice law in the State of Minnesota. The opinions
set forth herein are expressly limited to the laws of the State of Minnesota
and we do not purport to be experts on, or express any opinion herein
concerning any laws other than the laws of the State of Minnesota. We express
no opinion concerning, and we assume no
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responsibility as to laws or judicial decisions related to, or any orders,
consents, or other authorizations or approvals as may be required by, any
federal law, including any federal securities law, or any state securities or
blue sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm therein.
Very truly yours,
/s/ Maslon Edelman Borman & Brand, LLP
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EXHIBIT 23A
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated January 26, 1998 included in the Company's annual
report on Form 10-KSB for the year ended December 28, 1997 into this
registration statement of Famous Dave's of America, Inc. on Form S-8.
LUND KOEHLER COX & COMPANY, PLLP
Minneapolis, Minnesota
April 6, 1998
