Form 8-K

FAMOUS DAVE’S OF AMERICA, INC.

Date: January 13, 2014

/s/ Diana G. Purcel

Diana G. Purcel

Chief Financial Officer and Secretary

0001193125-14-009535.txt : 20140113 0001193125-14-009535.hdr.sgml : 20140113 20140113172600 ACCESSION NUMBER: 0001193125-14-009535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140110 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20140113 DATE AS OF CHANGE: 20140113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAMOUS DAVES OF AMERICA INC CENTRAL INDEX KEY: 0001021270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 411782300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21625 FILM NUMBER: 14525075 BUSINESS ADDRESS: STREET 1: 12701 WHITEWATER DRIVE STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-294-1300 MAIL ADDRESS: STREET 1: 12701 WHITEWATER DRIVE STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55343 8-K 1 d659859d8k.htm FORM 8-K Form 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 10, 2014

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.)


12701 Whitewater Drive, Suite 200, Minnetonka, MN		55343
(Address of principal executive offices)		(Zip Code)

(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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2014, the Board of Directors (the “Board”) of Famous Dave’s of America, Inc. (the “Company”) increased the size of the Board from seven to eight directors and elected Edward H. Rensi to fill the resulting vacancy and to serve as a director of the Company. Also on January 10, 2014, and in connection with his election to the Board, the Company granted Mr. Rensi a 20,000 share stock option. The option will vest in five equal annual installments commencing on the one year anniversary of the grant date.

Mr. Rensi is a founder of America’s Better Burger, LLC, d/b/a Tom & Eddie’s, and has served as its President and Chief Executive Officer since 2009. He was an owner and Chief Executive Officer of Team Rensi Motorsports, which competed in the NASCAR Nationwide Series, from 1998 until January 2013. Mr. Rensi was President and Chief Executive Officer of McDonald’s U.S.A., a food service organization, from 1991 to 1997. Mr. Rensi currently serves as a director of Snap-On Incorporated. Mr. Rensi previously served as a director of Great Wolf Resorts, Inc. until May 2012, International Speedway Corporation until April 2012, and Freedom Group, Inc. until 2011. Mr. Rensi earned a Bachelor of Science degree in business education from The Ohio State University.

Item 8.01.

Other Events.

Pursuant to a Nomination Agreement dated March 1, 2013 with PW Partners Atlas Fund LP, PW Partners Master Fund LP, PW Partners Capital Management LLC, PW Partners Atlas Funds, LLC, PW Partners, LLC and Patrick Walsh, as amended by the First Amendment dated November 25, 2013 (as so amended, the “PW Agreement”), the Company previously agreed to include Mr. Walsh in the Company’s slate of nominees for election as one of no more than seven directors at the Company’s 2014 annual shareholders’ meeting. Similarly, pursuant to an Appointment and Nomination Agreement with Blue Clay Capital Management, LLC, Blue Clay Capital Master Fund, Ltd., Blue Clay Capital Partners Co I LP, Gary S. Kohler, Adam Wright and Brian Durst (the “Blue Clay Agreement”), the Company also agreed to include Mr. Wright in the Company’s slate of nominees for election as one of no more than seven directors at the Company’s 2014 annual shareholders’ meeting. In light of Mr. Rensi’s appointment to the Board, the respective parties amended the PW Agreement and the Blue Clay Agreement to permit the Company’s slate of nominees for election at the 2014 annual shareholders’ meeting to be comprised of up to eight directors.

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.