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): February 21, 2007
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Famous Dave’s of America, Inc.
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(Exact name of registrant as specified in its charter)
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| Minnesota
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0-21625
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41-1782300 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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12701 Whitewater Drive, Suite 200, Minnetonka, MN
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55343 |
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(Address of principal executive offices)
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(Zip Code) |
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(952) 294-1300
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item
5.02. Departure of Director or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Famous
Dave’s of America, Inc. 2007-2009 Performance Stock Program
On
February 21, 2007, the Company granted certain executive officers and director level
employees the right to receive shares of the Company’s common stock (the “Performance Shares”)
following the filing of the Company’s Annual Report on Form 10-K
for fiscal 2009, subject to the
Company achieving at least the applicable percentage of the cumulative total of the earnings per
share goals (as discussed below) for fiscal 2007, fiscal 2008 and
fiscal 2009 (the “Cumulative EPS
Goal”). These Performance Share grants are collectively referred
to as the 2007-2009 Performance
Share Program. Under the 2007-2009 Performance Share Program, each recipient will be entitled to
receive a percentage of the “Target Shares” amount identified opposite his or her name on Exhibit
10.2 to this Current Report on Form 8-K that is based on the percentage of the Cumulative EPS Goal
achieved by the Company, as set forth on the following schedule:
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| Percentage of |
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Percent of Performance Shares |
| Cumulative EPS Goal |
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to which Recipient is Entitled |
If the Company fails to achieve
at least 80% of the Cumulative
EPS Goal, then:
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the recipient shall not be entitled to
receive Performance Shares. |
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If the Company achieves 80-100%
of the Cumulative EPS Goal,
then:
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the recipient shall be entitled to
receive a percentage of the “Target
Shares” amount equal to the percentage of
the Cumulative EPS Goal achieved (e.g.,
if the Company achieves 90% of the
Cumulative EPS Goal, then the recipient
is entitled to receive 90% of his or her
“Target Shares” amount). |
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If the Company achieves
100-150% of the Cumulative EPS
Goal, then:
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the recipient shall be entitled to
receive 100% of his or her “Target
Shares” amount, plus an additional
percentage of such “Target Shares” amount
equal to twice the incremental percentage
increase in the Cumulative EPS Goal
achieved over 100% (e.g., if the Company
achieves 120% of the Cumulative EPS Goal,
then Employee is entitled to receive 140%
of his or her “Target Share” amount). |
The Performance Share grants for each recipient are also contingent upon the recipient
remaining an employee of the Company until the filing of the Annual Report on Form 10-K for fiscal
2009.
The earnings per share goal for each fiscal year will be determined by the Compensation
Committee prior to the beginning of each fiscal year. The actual earnings per share for each fiscal year shall be based on
the fully diluted earnings per share amount for such fiscal year that is set forth in the audited
financial statements filed with the Company’s corresponding
Annual Report on Form 10-K. The determination
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regarding whether the Company has achieved the Cumulative EPS Goal will be made
upon filing of the Annual Report on Form 10-K for fiscal 2009 (the “Vesting Date”). Performance
Shares will be issued on the Vesting Date, as provided above, if at least 80% of the Cumulative EPS
Goal is achieved. No partial issuance of Performance Shares shall be made if an earnings per share
goal is achieved in any one or more fiscal years but at least 80% of the Cumulative EPS Goal is not
achieved.
The
form of 2007-2009 Performance Share Agreement utilized in connection with grants under the
2007-2009 Performance Stock Program and a schedule of grants made
under the form of 2007-2009
Performance Share Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K,
respectively.
Board
of Directors’ Fiscal 2007 Compensation
On
February 21, 2007 the Company, after consultation with an independent
compensation advisor, issued common stock to independent board
members for their service for fiscal 2007. These shares are fully vested upon grant
and are unrestricted, but require reimbursement of the prorated
portion or equivalent value thereof in the event a board member does
not fulfill his/her term of service. In total, 25,500 shares were
issued on February 21, 2007, on which date the price of our common
stock at the close of market was $18.74. Each independent director
received a grant for fiscal 2007 of 5,000 shares. Mary L.
Jeffries received an additional grant of 500 shares in recognition of the
additional work associated with her service as the chairwoman of the Company’s Audit
Committee.
The
form of Director Stock Grant utilized in connection with grants made
in connection with fiscal 2007 service on the board of directors is
filed as Exhibit 10.3 to this Current Report on form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not
applicable.
(d) Exhibits:
10.1
Form of 2007-2009 Performance Share Agreement
10.2
Schedule of grants made under the Form of 2007-2009 Performance
Share Agreement
10.3
Form of Director Stock Grant
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