SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
[X] AMENDMENT NO. 1 TO ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 2002 OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------------- TO -------------------
COMMISSION FILE NUMBER: 0-21625
FAMOUS DAVE'S OF AMERICA, INC.
(Registrant)
MINNESOTA 41-1782300
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8091 WALLACE ROAD
EDEN PRAIRIE, MN 55344
(Address of principal executive offices)
Issuer's telephone number: (952) 294-1300
Securities to be registered pursuant to Section 12(b) of the Exchange Act: None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined by Rule 12-b-2 of the Act).
Yes [ ] No[X]
The aggregate market value of Famous Dave's of America, Inc.'s Common Stock held
by non-affiliates on June 30, 2002 (the last business day of Famous Dave's of
America, Inc.'s most recently completed second fiscal quarter), based on the
average bid and asked per share sales price of Famous Dave's of America, Inc.'s
Common Stock on The NASDAQ National Market(SM) on June 28, 2002, was
$74,965,984.
As of March 24, 2003 we had outstanding 11,400,795 shares of Common Stock, $.01
par value.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Documents Incorporated by Reference: Portions of our Proxy Statement
for our Annual Meeting of Shareholders to be conducted in June, 2003 (the "2003
Proxy Statement") are incorporated by reference into Part III of this Form 10-K,
to the extent described in Part III. The 2003 Proxy Statement will be filed
within 120 days after the end of the fiscal year ended December 29, 2002.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of
Famous Dave's of America, Inc. amends and restates in its entirety Item 15 of
Part IV for the sole purpose of adding the financial statements of Fumume, LLC
and subsidiaries for the fiscal years ended December 30, 2001 and December 29,
2002, which are being filed as Exhibit 99.2.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports and Form 8-K
Item 15(1) and 15(d). Exhibits
Consolidated financials of Famous Dave's of America, Inc., are
incorporated by reference to Item 8 of the Form 10-K filed March 28, 2003 and
attached to such filing on pages F-1 through F-20. Financial Statements of
Fumume, LLC for fiscal years ended December 30, 2001 and December 29, 2002 are
attached to this Amendment No. 1 as Exhibit 99.2.
Item 15(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FAMOUS DAVE'S OF AMERICA, INC.
("REGISTRANT")
Dated: April 14, 2003 By /s/ Martin J. O'Dowd
------------------------
Martin J. O'Dowd
Chief Executive Officer, President and Secretary
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed on March 28, 2003 by the following persons on
behalf of the Registrant, in the capacities indicated.
SIGNATURE TITLE
/s/ David W. Anderson Chairman of the Board
---------------------
David W. Anderson
/s/Martin J. O'Dowd Chief Executive Officer, President, Secretary
-------------------
Martin J. O'Dowd and Director (principal executive officer)
/s/Kenneth J. Stanecki Chief Financial Officer (principal accounting officer)
----------------------
Kenneth J. Stanecki
/s/ Thomas J. Brosig Director
--------------------
Thomas J. Brosig
/s/ Richard L. Monfort Director
----------------------
Richard L. Monfort
/s/ K. Jeffrey Dahlberg Director
-----------------------
K. Jeffrey Dahlberg
/s/ Dean Riesen Director
---------------
Dean Riesen
CERTIFICATIONS
I, Martin J. O'Dowd, certify that:
1. I have reviewed this annual report on Form 10-K/A of
Famous Dave's of America, Inc.;
2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statement made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the registrant as of,
and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls
and procedures to ensure that
material information relating to
the registrant, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this annual report
is being prepared;
b) evaluated the effectiveness of the
registrant's disclosure controls
and procedures as of a date within
90 days prior to the filing date of
this annual report (the "Evaluation
Date"); and
c) presented in this annual report our
conclusions about the effectiveness
of the disclosure controls and
procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to
the registrant's auditors and the audit committee of
registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the
design or operation of internal
controls which could adversely
affect the registrant's ability to
record, process, summarize and
report financial data and have
identified for the registrant's
auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material,
that involves management or other
employees who have a significant
role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Dated: April 14, 2003 /s/ Martin J. O'Dowd
Martin J. O'Dowd
President and Chief Executive Officer
28
I, Kenneth J. Stanecki, certify that:
1. I have reviewed this annual report on Form 10-K/A of
Famous Dave's of America, Inc.;
2. Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or
omit to state a material fact necessary to make the
statement made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and
other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the registrant as of,
and for, the periods presented in this annual report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
i. designed such disclosure controls
and procedures to ensure that
material information relating to
the registrant, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this annual report
is being prepared;
ii. evaluated the effectiveness of the
registrant's disclosure controls
and procedures as of a date within
90 days prior to the filing date of
this annual report (the "Evaluation
Date"); and
iii. presented in this annual report our
conclusions about the effectiveness
of the disclosure controls and
procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to
the registrant's auditors and the audit committee of
registrant's board of directors (or persons
performing the equivalent function):
i. all significant deficiencies in the
design or operation of internal
controls which could adversely
affect the registrant's ability to
record, process, summarize and
report financial data and have
identified for the registrant's
auditors any material weaknesses in
internal controls; and
ii. any fraud, whether or not material,
that involves management or other
employees who have a significant
role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
Dated: April 14, 2003 /s/ Kenneth J. Stanecki
Kenneth J. Stanecki
Chief Financial Officer
29
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
3.1 Articles of Incorporation, incorporated by reference from Exhibit 3.1
to our Registration Statement on Form SB-2 (File No. 333-10675)
filed with the Securities and Exchange Commission on August 23,
1996
3.2 Bylaws, incorporated by reference from Exhibit 3.2 to the
Registration Statement on Form SB-2 (File No. 333-10675) filed on
August 23, 1996
10.1 Lease Agreement dated as of January 1, 1996 by and between S&D Land
Holdings, Inc. and Famous Dave's of Minneapolis, Inc. (Linden Hills),
incorporated by reference from Exhibit 10.1 to the Registration Statement
on Form SB-2 (File No. 333-10675) filed on August 23, 1996
10.2 Lease Agreement dated as of January 1, 1996 by and between S&D
Land Holdings, Inc. and Famous Dave's of Minneapolis, Inc.
(Highland Park), incorporated by reference from Exhibit 10.2 to the
Registration Statement on Form SB-2 (File No. 333-10675) filed on
August 23, 1996
10.3 Sublease Agreement dated as of January 1, 1996 by and between
S&D Land Holdings, Inc. and Famous Dave's of Minneapolis, Inc.
(Roseville), incorporated by reference from Exhibit 10.4 to the
Registration Statement on Form SB-2 (File No. 333-10675) filed on
August 23, 1996
10.4 Trademark License Agreement between Famous Dave's of America,
Inc. and Grand Pines Resorts, Inc., incorporated by reference from
Exhibit 10.11 to the Registration Statement on Form SB-2 (File No.
333-10675) filed on August 23, 1996
10.5 Employment Agreement dated as of July 1, 1999 between Famous
Dave's of America, Inc. and Martin J. O'Dowd, incorporated by
reference from Exhibit 10.2 to Form 10-QSB filed August 18, 1999
EXHIBIT INDEX, CONTINUED
10.6 Agreement, dated as of January 21, 2000, by and between S&D
Land Holdings, Inc., Grand Pines Resorts, Inc. and Famous Dave's
of America, Inc., incorporated by reference from Exhibit 10.19 to
Form 10-Q filed May 16, 2000
10.7 Promissory Note, dated January 21, 2000, by Famous Dave's
of America, Inc. and payable to S&D Land Holdings, Inc., in the initial
principal amount of $750,000, incorporated by reference from
Exhibit 10.20 to Form 10-Q filed May 16, 2000
10.8 Loan Agreement, dated as of January 21, 2000, by and between
FFCA Acquisition Corporation and MinWood Partners, Inc.,
incorporated by reference from Exhibit 10.21 to Form 10-Q filed
May 16, 2000
10.9 Master Lease, dated as of January 21, 2000, by and between
MinWood Partners, Inc. and Famous Dave's of America, Inc.,
incorporated by reference from Exhibit 10.22 to Form 10-Q filed
May 16, 2000
10.10 Loan Agreement, dated as of August 4, 2000, by and between FFCA
Funding Corporation and FDA Properties, Inc., incorporated by
reference from Exhibit 10.13 to Form 10-K filed March 29, 2001
10.11 Master Lease, dated as of August 4, 2000, by and between FDA
Properties, Inc. and Famous Dave's of America, Inc., incorporated
by reference from Exhibit 10.5 to Form 10-K filed March 29, 2001
10.12 FUMUME, LLC Operating Agreement, incorporated by reference
from Exhibit 10.1 to Form 10-Q filed August 13, 2001
10.13 Contribution Agreement, dated as of May 31, 2001, by and between
Famous Dave's Ribs-U, Inc., and FUMUME, LLC. Agreement,
incorporated by reference from Exhibit 10.2 to Form 10-Q filed
August 13, 2001
10.14 Management Agreement, dated as of May 18, 2001, by and among
FUMUME, LLC, FUMUME II, LLC, FUMUME III, LLC, and
Famous Dave's Ribs-U, Inc. Agreement, incorporated by reference
from Exhibit 10.3 to Form 10-Q filed August 13, 2001
EXHIBIT INDEX, CONTINUED
10.15 Assignment and Assumption of Lease, dated as of May 18, 2001
dated September 16, 1997, between Famous Dave's Ribs-U, Inc.
and FUMUME II, LLC (Chicago) Agreement, incorporated by
reference from Exhibit 10.4 to Form 10-Q filed August 13, 2001
10.16 Re-affirmation of Guaranty, dated as of May 31, 2001, by
Famous Dave's of America, Inc. of obligations under Lease
dated September 16, 1997, between Famous Dave's Ribs-U, Inc.,
predecessor-in-interest of FUMUME II, LLC, and D&H Building
Corporation. Agreement, incorporated by reference from Exhibit
10.5 to Form 10-Q filed August 13, 2001
10.17 Service Mark License Agreement, dated as of May 31, 2001, by
and between Famous Dave's of America, Inc. and FUMUME, LLC.
Agreement, incorporated by reference from Exhibit 10.6 to Form
10-Q filed August 13, 2001
10.18 Amendment No. 1 to Employment Agreement dated September 1,
2001 between Famous Dave's of America, Inc. and Martin J.
O'Dowd, incorporated by reference from Exhibit 10.1 to Form 10-Q
filed November 14, 2001
10.19 Area Development Option Agreement by and among Famous
Dave's of America, Inc. and Martin O'Dowd, incorporated by
reference from Exhibit 10.2 to Form 10-Q filed November 14, 2001
10.20 1997 Employee Stock Option Plan (as amended through May 22,
2002), incorporated by reference from Exhibit 10.11 to Form 10-Q
filed August 14, 2002
10.21 1995 Stock Option and Compensation Plan (as amended through May 22, 2002),
incorporated by reference from Exhibit 10.2 to Form 10-Q filed August 14,
2002
10.22 1998 Director Stock Option Plan (as amended through
May 22, 2002), incorporated by reference from Exhibit 10.3 to Form
10-Q filed August 14, 2002
21 Subsidiaries of Famous Dave's of America, Inc., incorporated by reference
from Exhibit 21 to Form 10-K filed on March 28, 2003.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Virchow, Krause & Company, LLP
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.2 Financial Statements of Fumume, LLC and subsidiaries for the fiscal years
ended December 30, 2001 and December 29, 2002