8-K

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): January 28, 2005

FAMOUS DAVE’S OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-21625	41-1782300
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	8091 Wallace Road, Eden Prairie, MN (Address of principal executive offices)	55344 (Zip Code)

(952) 294-1300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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))

TABLE OF CONTENTS

	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release

Item 1.01. Entry into a Material Definitive Agreement.

     On January 28, 2005, Famous Dave’s of America, Inc. (the “Company”) and its subsidiaries (collectively with the Company as the “Borrower”) entered into a five year Credit Agreement with Wells Fargo Bank, National Association, as administrative agent and lender (the “Lender”). The Credit Agreement establishes a revolving credit facility of $10 million (the “Facility”). Principal amounts outstanding under the Facility will bear interest either at an adjusted Eurodollar rate plus 3.50% or Wells Fargo’s prime rate plus 2.00%. Unused portions of the Facility will be subject to an unused Facility fee equal to 0.5% of the unused portion.

     The Company expects to use any borrowings under the Credit Agreement for general working capital purposes. Under the Credit Agreement, Borrower has granted the Lender a security interest in all current and future personal property of the Borrower.

     The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Borrowers with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates of the Borrowers, among others. The Credit Agreement also includes financial covenants.

     On January 31, 2005, the Registrant issued a press release disclosing the execution of the Credit Agreement. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits:

99.1   Famous Dave’s of America, Inc. Press Release dated January 31, 2005.

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.

	FAMOUS DAVE’S OF AMERICA, INC. (REGISTRANT)
Date: January 31, 2005	By:	/s/ Diana G. Purcel
	Name:	Diana G. Purcel
	Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 31, 2005.

EX-99.1

Exhibit 99.1

FAMOUS DAVE’S CLOSES ON NEW $10.0 MILLION CREDIT FACILITY

     Minneapolis, MN, January 31, 2005 — Famous Dave’s of America, Inc. (Nasdaq: DAVE) today announced that it has entered into a new five-year $10.0 million revolving credit facility with Wells Fargo’s American Commercial Capital. The credit facility is available for general working capital purposes as well as for the repurchase of shares under the company’s share repurchase program announced in November 2004.

     “We are pleased with the vote of confidence shown by our banking partners and look forward to a long-term relationship with Wells Fargo and American Commercial Capital,” said David Goronkin, president and chief executive officer. “While we currently maintain an adequate cash position, this resource provides us with additional liquidity and flexibility to support our strategic initiatives over the next five years.” Goronkin concluded, “American Commercial Capital’s extensive experience as a lender to the restaurant industry will prove to be a valuable asset as we continue to build our brand position and generate long-term sustainable growth for Famous Dave’s of America.”

     Famous Dave’s of America, Inc. (Nasdaq:DAVE — News) develops, owns, operates and franchises barbeque restaurants. The company currently owns 38 locations and franchises 69 additional units in 24 states. Its menu features award-winning barbequed and grilled meats, an ample selection of salads, side items, sandwiches and unique desserts. Contact information: Diana Purcel (952) 294-1300, or diana.purcel@famousdaves.com.

     American Commercial Capital (accapital.com) is a Wells Fargo Business providing capital to owners of multi-unit branded retail businesses in the restaurant, convenience store, and auto service industries. Wells Fargo & Company (NYSE: WFC) is a diversified financial services company with $428 billion in assets, providing banking, insurance, investments, mortgage and consumer finance for more than 23 million customers from more than 6,000 stores, the internet (wellsfargo.com), and other distribution channels across North America and elsewhere internationally. Wells Fargo Bank, N.A. is the only “Aaa"- rated bank in the United States.

     Statements in this press release that are not strictly historical, including but not limited to statements regarding cash flow and development plans, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, which may cause the Company’s actual results to differ materially from expected results. Although Famous Dave’s of America, Inc. believes the expectation reflected in any forward-looking statements is based on reasonable assumptions, it can give no assurance that its expectation will be attained. Factors that could cause actual results to differ materially from Famous Dave’s expectation include financial performance, restaurant industry conditions, execution of restaurant development and construction plans, franchisee performance, changes in local or national economic conditions, availability of financing, governmental approvals and other risks detailed from time to time in the Company’s SEC reports.