Famous Daves of America Inc – ‘8-A12G’ on 10/25/96

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                 22     81K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, DC   20549    

-------------------   

FORM 8-A    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES   
PURSUANT TO SECTION 12(b) OR (g) OF THE   
SECURITIES EXCHANGE ACT OF 1934   

FAMOUS DAVE'S OF AMERICA, INC.    
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)    

Minnesota   
--------------------------------------------- 
(State of incorporation or organization)    

41-1782300    
--------------------------------------------- 
(I.R.S. Employer Identification No.)    

12700 Industrial Park Boulevard, Suite 60   
Minneapolis, Minnesota    
----------------------------------------------------- 
(Address of principal executive offices)    

55441   
------------------------- 
(Zip Code)    

If this form relates to the registration of a class of debt securities and is   
effective upon filing pursuant to General Instruction A(c)(1) please check the  
following box. / /                                                              

If this form relates to the registration of a class of debt securities and is   
to become effective simultaneously with the effectiveness of a concurrent       
registration statement under the Securities Act of 1933 pursuant to General     
Instruction A(c)(2) please check the following box. / /                         

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of Each Class           Name of Each Exchange on Which                
to be so Registered           Each Class is to be Registered                
-----------------------         ----------------------------------              
None.                                                                       

Securities to be registered pursuant to Section 12(g) of the Act:               

Units, each consisting of one share of Common Stock   
and one Redeemable Class A Warrant    
--------------------------------------------------------------------------------
(Title of Class)    

Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class)

Redeemable Class A Common Stock Purchase Warrants, expiring October 21, 2000
--------------------------------------------------------------------------------
(Title of Class)

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ITEM 1. SECURITIES TO BE REGISTERED                                             

There are an aggregate of 2,300,000 Units issued and outstanding. The 
balance of the information required by Item 1 is incorporated herein by         
reference to the section entitled "Description of Securities" in the prospectus 
portion of the registration statement on Form SB-2 of the Registrant,           
Registration No. 333-10675, and in the form of such prospectus subsequently     
filed pursuant to Rule 424(b) under the Securities Act of 1933, which           
prospectus shall be deemed to be incorporated by reference herein.              

    There are an aggregate of 5,656,250 shares of Common Stock, $.01 par value
per share, issued and outstanding. The balance of the information required by   
Item 1 is incorporated herein by reference to the section entitled "Description 
of Securities" in the prospectus portion of the registration statement on Form  
SB-2 of the Registrant, Registration No. 333-10675, and in the form of such     
prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act  
of 1933.                                                                        

There are an aggregate of 2,300,000 Redeemable Class A Common Stock   
Purchase Warrants, expiring October 21, 2000, issued and outstanding.  Such     
warrants are exercisable into an aggregate of 2,300,000 shares of the           
Registrant's Common Stock at an exercise price of $8.50 per Warrant.  The       
exercise price, and the number of shares of Common Stock purchasable upon       
exercise of the Warrants, will be adjusted proportionately in the event of a    
stock dividend or stock split or reclassification.  The balance of the          
information required by Item 1 is incorporated herein by reference to the       
section entitled "Description of Securities" in the prospectus portion of the   
registration statement on Form SB-2 of the Registrant, Registration No.         
333-10675, and in the form of such prospectus subsequently filed pursuant to    
Rule 424(b) under the Securities Act of 1933.                                   

ITEM 2.  EXHIBITS                                                               

   I.  1.    Articles of Incorporation, incorporated by reference to Exhibit
          3.1 to the Registrant's Registration Statement on Form SB-2,
             Registration No. 333-10675, as filed on August 23, 1996, and by
             reference to Exhibit 3.3 to Amendment No. 1 to the Registrant's
              Registration Statement on Form SB-2, Registration No. 333-10675,
as filed on October 1, 1996.                      

2.    By-laws, incorporated by reference to Exhibit 3.2 to the
            Registrant's Registration Statement on Form SB-2, Registration
No. 333-10675, as filed on August 23, 1996.       

3.    Warrant Agreement                                       

II.  Not applicable.                                                    

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SIGNATURE   

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be       
signed on its behalf by the undersigned, thereto duly authorized.               

                              Famous Dave's of America, Inc.

                     By: /s/ Mark A. Payne
                                       ---------------------------------
                     Mark A. Payne
                               Chief Financial Officer

Dated: October 25, 1996                                                         

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WARRANT AGREEMENT   

WARRANT AGREEMENT dated as of October 21, 1996 by and between Famous  
Dave's of America, Inc., a Minnesota corporation (the "Company"), and Firstar   
Trust Company, as Warrant Agent (the "Warrant Agent").                          

A.  The Company proposes to issue up to 2,300,000 Redeemable Class A  
Warrants (the "Warrants") evidencing the right to purchase an aggregate of up   
to 2,300,000 authorized but previously unissued shares of Common Stock, $.01    
par value per share, of the Company (the "Common Stock").  The Warrants would   
be issued in connection with the issuance by the Company of up to 2,300,000     
Units, each Unit consisting of one share of Common Stock and one Warrant, in    
connection with the Company's Registration Statement on Form SB-2.              

    B.  The Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent desires so to act, in connection with the issuance,       
registration, transfer, exchange and exercise of the Warrants.                  

NOW THEREFORE, it is agreed as follows:                               

ARTICLE I.    
APPOINTMENT OF WARRANT AGENT; ISSUANCE,   
FORM AND EXECUTION OF WARRANT CERTIFICATES    

  Section 1.1.  Appointment of Warrant Agent.  The Company hereby appoints
the Warrant Agent to act as agent for the Company, and the Warrant Agent hereby 
accepts the agency established herein and agrees to perform its agency duties   
in accordance with the terms and conditions of this Warrant Agreement.          

    Section 1.2.  Warrant Certificates.  The Company shall execute and deliver
to the Warrant Agent certificates which the Company has authorized to represent 
the Warrants ("Warrant Certificates").  The Warrant Certificates shall be       
substantially as set forth in Exhibit A hereto and may have such legends,       
summaries or endorsements printed, lithographed or engraved thereon as the      
Company may deem appropriate and as are not inconsistent with the provisions of 
this Warrant Agreement, or as may be required to comply with any law or with    
any rule or regulation relating to listing of the Warrants on the NASDAQ stock  
market, including the SmallCap Market System, or on any stock exchange or to    
conform to usage.  The Warrant Certificates shall be dated with the date of     
their issuance.                                                                 

    Section 1.3.  Execution of Warrant Certificates.  The Warrant Certificates
shall be executed on behalf of the Company by a duly authorized officer of the  
Company, either manually or by facsimile signature printed thereon.  The        
Warrant Certificates shall be manually countersigned by the Warrant Agent and   
shall not be valid for any purpose unless so countersigned.  Any Warrant        
Certificate may be signed on behalf of the Company by the person who at the     
actual date of the signing of such Warrant Certificate shall have been the      
proper officer                                                                  

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of the Company, although at the date of issuance of such Warrant Certificate    
any such person has ceased to be such officer of the Company.                   

ARTICLE II.   
EXERCISE OF WARRANTS    

 Section 2.1.  Exercise.  Any or all of the Warrants represented by each
Warrant Certificate may be exercised by the holder thereof on or before 5:00    
p.m., Minneapolis time, on October 21, 2000, unless extended by the Company, by 
surrender of the Warrant Certificate with the Purchase Form, which is printed   
on the reverse thereof (or a reasonable facsimile thereof) duly executed by     
such holder, to the Warrant Agent at its principal office in Milwaukee,         
Wisconsin, accompanied by payment, in cash or by certified or official bank     
check payable to the order of the Company, in an amount equal to the product of 
the number of shares of Common Stock issuable upon exercise of the Warrant      
represented by such Warrant Certificate, as adjusted pursuant to the provisions 
of Article III hereof, multiplied by the exercise price of $8.50, as adjusted   
pursuant to the provisions of Article III hereof (such price as so adjusted     
from time to time being herein called the "Exercise Price"), and such holder    
shall be entitled to receive such number of fully paid and nonassessable shares 
of Common Stock, as so adjusted, at the time of such exercise.                  

    Section 2.2.  Time of Exercise.  Each exercise of Warrants shall be deemed
to have been effective immediately prior to the close of business on the        
business day on which the Warrant Certificate relating to such Warrants shall   
have been surrendered to the Warrant Agent as provided in Section 2.1, and at   
such time the person or persons in whose name or names any certificate or       
certificates for shares of Common Stock shall be issuable upon such exercise as 
provided in Section 2.3, shall be deemed to have become the holder or holders   
of record thereof.                                                              

 Section 2.3.  Issuance of Shares of Common Stock; No Fractional Shares.
As soon as practicable after the exercise of any Warrant, and in any event      
within ten (10) days after receipt by the Warrant Agent of the notice of        
exercise under Section 2.1, the Company at its expense (including the payment   
by it of any applicable issue taxes) will cause to be issued in the name of and 
delivered to the holder thereof or as such holder (upon payment by such holder  
of any applicable transfer taxes) may direct,                                   

       (a)  a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock to which such holder shall be    
    entitled upon such exercise plus, in lieu of any fractional share to which
  such holder would otherwise be entitled, an amount in cash equal to such
   fraction multiplied by the then current value of a share of Common Stock,
such current value to be determined as follows:                       

                   (i)  if the Common Stock shall be listed or admitted to
               unlisted trading privileges on any single national securities
            exchange, then such current value shall be computed on the
              basis of the last reported sale price of the Common Stock on
          such exchange on the last business day prior to the date

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              of the exercise of such Warrant upon which a sale shall have
been effected; or                             

               (ii)  if the Common Stock shall not be so listed or
           admitted to unlisted trading privileges and bid and asked
         prices therefor in the over-the-counter market shall be
                reported by NASDAQ, including the SmallCap Market System, then
                such current value shall be the last reported sale on the last
        business day prior to the date of the exercise of such
     Warrant, or, in the event the last reported sale is
              unavailable, the average of the closing bid and asked prices
               on the last business day prior to the date of the exercise of
such Warrant as so reported; or               

                     (iii)  if the Common Stock shall be listed or admitted to
       unlisted trading privileges on more than one national
        securities exchange or one or more national securities
         exchanges and in the over-the-counter market, then such
              current value shall, if different as a result of calculation
        under the applicable method(s) described above in this
          Section, be deemed to be the higher number calculated in
connection therewith; or                      

               (iv)  if the Common Stock shall not be so listed or
                admitted to unlisted trading privileges and such bid and asked
                prices shall not be so reported, then such current value shall
               be computed on the basis of the book value of Common Stock as
       of the close of business on the last day of the month
            immediately preceding the date upon which such Warrant was
exercised, as determined by the Company,      

and                                           

 (b)  in case such exercise includes only part of the Warrants
represented by any Warrant Certificate, a new Warrant Certificate or  
  Warrant Certificates of like tenor, calling in the aggregate on the face
  or faces thereof for the number of shares of Common Stock equal (without
giving effect to any adjustment therein) to the number of such shares 
called for on the face of such Warrant Certificate minus the number of
such shares designated by the holder for such exercise as provided in 
Section 2.1.  Warrants, represented by a properly assigned Warrant    
  Certificate, may be exercised by a new holder without first having a new
Warrant Certificate issued.                                           

    Section 2.4.  Extension of Exercise Period; Change of Exercise Price.  The
Company may, upon notice given to the Warrant Agent, and without the consent of 
the holders of the Warrant Certificates, (i) reduce the Exercise Price during   
all or any portion of the originally stated exercise period, or (ii) extend the 
period over which the Warrants are exercisable beyond October 21, 2000 and      
increase the Exercise Price for any period the Warrant exercise period is       
extended.  In the case of the extension of the exercise period or a change in   
the Exercise Price, the Company must provide the Warrant Agent and the          
Warrantholders of record notice of such extension of the exercise period,       
specifying, as the case may be, the time to which such exercise period is       

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extended, or specifying the new Exercise Price and the periods for which such   
new Exercise Price is in effect, a reasonable time prior to the date such       
extension or new Exercise Price is to take effect, such reasonable time to be   
commercially reasonable and consistent with applicable securities laws and      
regulations.                                                                    

ARTICLE III.    
ANTIDILUTION PROVISIONS   

Section 3.1.  Adjustment of Exercise Price.                           

         (a) The Exercise Price shall be subject to the following adjustments.
In the event that:                                                    

                  (i) any dividends on any class of stock of the Company
               payable in Common Stock or securities convertible into Common
Stock shall be paid by the Company;           

                 (ii) the Company shall subdivide its then outstanding
            shares of Common Stock into a greater number of shares; or

                 (iii) the Company shall combine outstanding shares of
 Common Stock, by reclassification or otherwise;

    then, in any such event, the Exercise Price in effect immediately prior to
such event shall (until adjusted again pursuant hereto) be adjusted   
 immediately after such event to a price (calculated to the nearest full
cent) determined by dividing (A) the number of shares of Common Stock 
outstanding immediately prior to such event, multiplied by the then   
    existing Exercise Price, by (B) the total number of shares of Common Stock
   outstanding immediately after such event (including the maximum number of
  shares of Common Stock issuable in respect of any securities convertible
into Common Stock), and the resulting quotient shall be the adjusted  
Exercise Price per share.                                             

       (b) No adjustment of the Exercise Price shall be made if the amount
of such adjustments shall be less than one cent per share, but in such
  case any adjustment that would otherwise be required to be made shall be
  carried forward and shall be made at the time and together with the next
  subsequent adjustment which, together with any adjustment or adjustments
so carried forward, shall amount to not less than one cent per share. 

 Section 3.2.  Adjustment of Number of Shares Purchasable on Exercise of
Warrants.  Upon each adjustment of the Exercise Price pursuant to Section 3.1,  
the registered holder of each Warrant shall thereafter (until another such      
adjustment) be entitled to purchase at the adjusted Exercise Price the number   
of shares, calculated to the nearest full share, obtained by multiplying the    
number of shares specified in such Warrant (as adjusted as a result of all      
adjustments in the Exercise Price in effect prior to such adjustment) by the    
Exercise Price in effect prior to such adjustment and dividing the product so   
obtained by the adjusted Exercise Price.                                        

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Section 3.3.  Notice as to Adjustment.  Upon any adjustment of the    
Exercise Price and an increase or decrease in the number of shares of Common    
Stock purchasable upon the exercise of the Warrants, then, and in each such     
case, the Company shall within ten (10) days after the effective date of such   
adjustment give written notice thereof, by first class mail, postage prepaid,   
addressed to each registered Warrantholder at the address of such Warrantholder 
as shown on the books of the Company, which notice shall state the adjusted     
Exercise Price and the increased or decreased number of shares purchasable upon 
the exercise of the Warrants, setting forth in reasonable detail the method of  
calculation and the facts upon which such calculation is based.                 

    Section 3.4.  Effect of Reorganization, Reclassification, Merger, Etc.  If
at any time while any Warrant is outstanding there should be any capital        
reorganization or reclassification of the capital stock of the Company (other   
than the issue of any shares of Common Stock in subdivision of outstanding      
shares of Common Stock by reclassification or otherwise and other than a        
combination of shares provided for in Section 3.1 hereof) or any consolidation  
or merger of the Company with another corporation or any sale, conveyance,      
lease or other transfer by the Company of all or substantially all of its       
assets to any other corporation, the holder of any Warrant shall, during the    
remainder of the period such Warrant is exercisable, be entitled to receive,    
upon payment of the Exercise Price, the number of shares of stock or other      
securities or property of the Company, or of the successor corporation          
resulting from such consolidation or merger, or of the corporation to which the 
assets of the Company has been sold, conveyed, leased or otherwise transferred, 
as the case may be, to which the Common Stock (and any other securities and     
property) of the Company, deliverable upon the exercise of such Warrant, would  
have been entitled upon such capital reorganization, reclassification of        
capital stock, consolidation, merger, sale, conveyance, lease or other transfer 
if such Warrant had been exercised immediately prior to such capital            
reorganization, reclassification of capital stock, consolidation, merger, sale, 
conveyance, lease or other transfer; and, in any such case, appropriate         
adjustment (as determined by the Board of Directors of the Company) shall be    
made in the application of the provisions set forth in this Warrant Agreement   
with respect to the rights and interests thereafter of the Warrantholders to    
the end that the provisions set forth in this Warrant Agreement (including the  
adjustment of the Exercise Price and the number of shares issuable upon the     
exercise of the Warrants) shall thereafter be applicable, as near as may be     
reasonably practicable, in relation to any shares or other property thereafter  
deliverable upon the exercise of the Warrants as if the Warrants had been       
exercised immediately prior to such capital reorganization, reclassification of 
capital stock, such consolidation, merger, sale, conveyance, lease or other     
transfer and the Warrantholders had carried out the terms of the exchange as    
provided for by such capital reorganization, reclassification, consolidation or 
merger.  The Company shall not effect any such capital reorganization,          
consolidation, merger or transfer unless, upon or prior to the consummation     
thereof, the successor corporation or the corporation to which the property of  
the Company has been sold, conveyed, leased or otherwise transferred shall      
assume by written instrument the obligation to deliver to the holder of each    
Warrant such shares of stock, securities, cash or property as in accordance     
with the foregoing provisions such holder shall be entitled to purchase.        

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Section 3.5.  Prior Notice as to Certain Events.  In case at any time:

         (a)  The Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than cash dividends) to the  
holders of its                                                        
Common Stock; or                                                      

         (b)  The Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or any
other rights; or                                                      

         (c)  There shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the   
Company with, or sale, conveyance, lease or other transfer of all or  
substantially all of its assets to, another corporation; or           

(d)  There shall be a voluntary or involuntary dissolution, 
liquidation or winding up of the Company;                             

then in any one or more of such cases, the Company shall give prior written     
notice, by first class mail, postage prepaid, addressed to each registered      
Warrantholder at the address of such Warrantholder as shown on the books of the 
Company, of the date on which (i) the books of the Company shall close or a     
record shall be taken for such stock dividend, distribution or subscription     
rights or (ii) such reorganization, reclassification, consolidation, merger,    
sale, dissolution, liquidation or winding up shall take place, as the case may  
be.  Such notice shall also specify the date as of which the holders of the     
Common Stock of record shall participate in such dividend, distribution or      
subscription rights or shall be entitled to exchange their Common Stock for     
securities or other property deliverable upon such reorganization,              
reclassification, consolidation, merger, sale, dissolution, liquidation, or     
winding up, as the case may be.  Such written notice shall be given at least    
twenty (20) days prior to the action in question and not less than twenty (20)  
days prior to the record date or the date on which the Company's transfer books 
are closed in respect thereto.                                                  

  Section 3.6.  Certain Obligations of the Company.  The Company will not,
by amendment of its articles of incorporation or through any reorganization,    
transfer of assets, consolidation, merger, dissolution, issue or sale of        
securities or any other voluntary action, avoid or seek to avoid the observance 
or performance of any of the terms of this Warrant Agreement or the Warrant     
Certificate, but will at all times in good faith assist in the carrying out of  
all such terms.  Without limiting the generality of the foregoing, the Company  
(a) will take all such action as may be necessary or appropriate in order that  
the Company may validly and legally issue fully paid and nonassessable shares   
of such stock upon the exercise of all Warrants from time to time outstanding,  
and (b) will not (i) transfer all or substantially all of its properties and    
assets to any other person or entity, or (ii) consolidate with or merge into    
any other entity where the Company is not the continuing or surviving entity,   
or (iii) permit any other entity to consolidate with or merge into the Company  
where the Company is the continuing or surviving entity but, in connection with 
such consolidation or merger, the Common Stock then issuable upon the exercise  
of the Warrants shall be changed into or exchanged for shares or other          
securities or property of any other entity unless, in any such case, the other  
entity acquiring such properties and assets,                                    

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continuing or surviving after such consolidation or merger or issuing or        
distributing such shares or other securities or property, as the case may be,   
shall expressly assume in writing and be bound by all the terms of this Warrant 
Agreement and the Warrant Certificates.                                         

  Section 3.7.  Reservation and Listing of Common Stock.  The Company will
at all times reserve and keep available, solely for issuance and delivery upon  
the exercise of the Warrants, all shares of Common Stock from time to time      
issuable upon such exercise.  All such shares shall be authorized and, when     
issued upon such exercise, shall be validly issued, fully paid and              
nonassessable with no liability on the part of the holder thereof.  The         
Company, at its expense, will list on each national securities exchange on      
which any Common Stock may at any time be listed, subject to official notice of 
issuance, and will maintain such listing of, the shares of Common Stock from    
time to time issuable upon the exercise of the Warrants.                        

Section 3.8.  Registration or Exemption for Common Stock.  The Company
will use its best efforts (a) at all times the Warrants are exercisable to      
maintain an effective registration statement under the Securities Act of 1933,  
as amended (the "Act"), covering Common Stock issuable upon exercise of the     
Warrants, (b) from time to time to amend or supplement the prospectus contained 
in such registration statement to the extent necessary in order to comply with  
applicable law, (c) to qualify for exemption from the registration requirements 
of the Act the Common Stock issuable upon exercise of the Warrants, and (d) to  
maintain exemptions or qualifications, in those jurisdictions in which the      
original registration statement relating to the Warrants was initially          
qualified, to permit the exercise of the Warrants and the issuance of the       
Common Stock pursuant to such exercise.  The Warrant Agent shall have no        
responsibility for the maintenance of such exemptions or qualifications or for  
liabilities arising from the exercise or attempted exercise of Warrants in      
jurisdictions where exemptions or qualifications have not been maintained or    
are otherwise unavailable.                                                      

ARTICLE IV.   
REDEMPTION OF WARRANTS

Section 4.1.  Redemption Price.  The Warrants may be redeemed at the  
option of the Company, at any time after the date hereof following a period of  
10 consecutive trading days where the per share average closing bid price of    
the Common Stock exceeds 120% of the Exercise Price, on notice as set forth in  
Section 4.2, and at a redemption price equal to $.01 per Warrant.  For purposes 
of this Section, the closing bid price of the Common Stock shall be determined  
by the closing bid price as reported by NASDAQ so long as the Common Stock is   
quoted on NASDAQ and, if the Common Stock is listed on a national securities    
exchange, shall be determined by the last reported sale price on the primary    
exchange on which the Common Stock is traded.                                   

Section 4.2.  Notice of Redemption.  In the case of any redemption of 
Warrants, the Company or, at its request, the Warrant Agent in the name of and  
at the expense of the Company shall give notice of such redemption to the       
holders of the Warrants to be redeemed as hereinafter provided in this Section  
4.2.  Notice of redemption to the holders of Warrants shall be given by         

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mailing by first-class mail a notice of such redemption not less than 30 days   
prior to the date fixed for redemption.  Any notice which is given in the       
manner herein provided shall be conclusively presumed to have been duly given,  
whether or not the holder receives the notice.  In any case, failure duly to    
give such notice, or any defect in such notice, to the holder of any Warrant    
Certificate shall not affect the validity of the proceedings for the redemption 
of Warrants represented by any other Warrant Certificate.  Each such notice     
shall specify the date fixed for redemption, the place of redemption and the    
redemption price of $.01 at which each Warrant is to be redeemed, and shall     
state that payment of the redemption price of the Warrants will be made on      
surrender of the Warrants at such place of redemption, and that if not          
exercised by the close of business on the date fixed for redemption, the        
exercise rights of the Warrants identified for redemption shall expire unless   
extended by the Company.  Such notice shall also state the current Exercise     
Price and the date on which the right to exercise the Warrants will expire      
unless extended by the Company.                                                 

Section 4.3.  Payment of Warrants on Redemption; Deposit of Redemption
Price.  If notice of redemption shall have been given as provided in Section    
4.2, the redemption price of $.01 per Warrant shall, unless the Warrant is      
theretofore exercised pursuant to the terms hereof, become due and payable on   
the date and at the place stated in such notice.  On and after such date of     
redemption, provided that cash sufficient for the redemption thereof shall then 
be deposited by the Company with the Warrant Agent for that purpose, the        
exercise rights of the Warrants identified for redemption shall expire.  On     
presentation and surrender of Warrant Certificates at such place of payment in  
such notice specified, the Warrants identified for redemption shall be paid and 
redeemed at the redemption price of $.01 per Warrant.  Prior to the date fixed  
for redemption, the Company shall deposit with the Warrant Agent an amount of   
money sufficient to pay the redemption price of all the Warrants identified for 
redemption.  Any monies which shall have been deposited with the Warrant Agent  
for redemption of Warrants and which are not required for that purpose by       
reason of exercise of Warrants shall be repaid to the Company upon delivery to  
the Warrant Agent of evidence satisfactory to it of such exercise.              

ARTICLE V.    
CERTAIN OTHER PROVISIONS RELATING TO    
RIGHTS OF HOLDERS OF WARRANT CERTIFICATES   

  Section 5.1.  No Rights of Shareholders.  The Warrant Certificates shall
be issued in registered form only.  No Warrant Certificate shall entitle the    
holder thereof to any of the rights of a holder of shares of Common Stock of    
the Company, including, without limitation, the right to vote, to receive       
dividends and other distributions, or to receive any notice of, or to attend,   
meetings of holders of Common Stock or any other proceedings of the Company.    

Section 5.2.  Loss, Theft, Destruction or Mutilation of Warrant       
Certificates.  Upon receipt by the Warrant Agent of evidence reasonably         
satisfactory to the Warrant Agent of the loss, theft, destruction or mutilation 
of any Warrant Certificate, and (a) in the case of any such loss, theft, or     
destruction, upon delivery to the Warrant Agent of an indemnity bond in form    
and amount, and issued by a bonding company, reasonably satisfactory to the     
Company, or (b) in the case of any                                              

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such mutilation, upon surrender to and cancellation by the Warrant Agent of     
such Warrant Certificate, the Company at its expense will execute and cause the 
Warrant Agent to countersign and deliver, in lieu thereof, a new Warrant        
Certificate of like tenor.                                                      

Section 5.3.  Transfer Agent; Cancellation of Warrant Certificates;   
Unexercised Warrants.  Firstar Trust Company (and any successor), as transfer   
agent (the "Transfer Agent"), is hereby irrevocably authorized and directed at  
all times to reserve such number of authorized and unissued shares of Common    
Stock as shall be sufficient to permit the exercise in full of all Warrants     
from time to time outstanding.  The Company will keep a copy of this Agreement  
on file with the Transfer Agent.  The Warrant Agent, and any successor thereto, 
is hereby irrevocably authorized to requisition from time to time from the      
Transfer Agent certificates for shares of Common Stock required for exercise of 
Warrants.  The Company will supply the Transfer Agent with duly executed        
certificates for shares of Common Stock for such purpose and will make          
available any cash required in settlement of fractional share interests.  All   
Warrant Certificates surrendered upon the exercise or redemption of Warrants    
shall be cancelled by the Warrant Agent and shall thereafter be delivered to    
the Company; such cancelled Warrant Certificates, with the Purchase Form on the 
reverse thereof duly filled in and signed, shall constitute conclusive evidence 
as between the parties hereto of the numbers of shares of Common Stock which    
shall have been issued upon exercises of Warrants.  Promptly after the last day 
on which the Warrants are exercisable (set forth in Section 2.1 above), the     
Warrant Agent shall certify to the Company the aggregate number of Warrants     
then outstanding and unexercised.  No shares of Common Stock shall be subject   
to reservation with respect to Warrants not exercised prior to the time and     
date identified in Section 2.1 above as the last time and date at which         
Warrants may be exercised.                                                      

ARTICLE VI.   
TRANSFER AND EXCHANGE OF WARRANT CERTIFICATES 

Section 6.1.  Warrant Register; Transfer or Exchange of Warrant       
Certificates.  The Warrant Agent shall cause to be kept at the principal office 
of the Warrant Agent a register (the "Warrant Register") in which, subject to   
such reasonable regulations as the Company may prescribe, provisions shall be   
made for the registration of transfers and exchanges of Warrant Certificates.   
Upon surrender for transfer or exchange of any Warrant Certificates, properly   
endorsed, to the Warrant Agent, the Warrant Agent at the Company's expense will 
issue and deliver to or upon the order of the holder thereof a new Warrant      
Certificate or Warrant Certificates of like tenor, in the name of such holder   
or as such holder (upon payment by such holder of any applicable transfer       
taxes) may direct, calling in the aggregate on the face or faces thereof for    
the number of shares of Common Stock called for on the face of the Warrant      
Certificate so surrendered.  Any Warrant Certificate surrendered for transfer   
or exchange shall be cancelled by the Warrant Agent and shall thereafter be     
delivered to the Company.                                                       

   Section 6.2.  Identity of Warrantholders.  Until a Warrant Certificate is
transferred in the Warrant Register, the Company and the Warrant Agent may      
treat the person in whose name the Warrant Certificate is registered as the     
absolute owner thereof and of the Warrants represented thereby for all          
purposes, notwithstanding any notice to the contrary, except that, if and when  
any                                                                             

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Warrant Certificate is properly assigned in blank, the Company and the Warrant  
Agent may (but shall not be obligated to) treat the bearer thereof as the       
absolute owner of the Warrant Certificate and of the Warrants represented       
thereby for all purposes, notwithstanding any notice to the contrary.           

ARTICLE VII.    
CONCERNING THE WARRANT AGENT    

    Section 7. 1. Taxes.  The Company will, from time to time, promptly pay to
the Warrant Agent, or make provision satisfactory to the Warrant Agent for the  
payment of, all taxes and charges that may be imposed by the United States or   
any State upon the Company or the Warrant Agent upon the transfer or delivery   
of shares of Common Stock upon the exercise of Warrants, but the Company shall  
not be obligated to pay any tax imposed in connection with any transfer         
involved in the delivery of a certificate for shares of Common Stock in any     
name other than that of the registered holder of the Warrant Certificate        
surrendered in connection with the purchase thereof.                            

Section 7.2.  Replacement of Warrant Agent in Certain Circumstances.  

      (a) The Warrant Agent may resign its duties and be discharged from
    all further duties and liabilities hereunder after giving thirty (30) days
  notice in writing to the Company, except that such shorter notice may be
    given as the Company shall, in writing, accept as sufficient.  The Company
may discharge the Warrant Agent at any time with or without reason,   
effective upon thirty (30) days written notice to the Warrant Agent or
such shorter period as the Warrant Agent shall, in writing, accept as 
    sufficient.  If the office of Warrant Agent becomes vacant by resignation,
 discharge, incapacity to act or otherwise, the Company shall appoint in
writing a new Warrant Agent, the principal office of which shall be in
 Minnesota.  If the Company shall fail to make such appointment within a
  period of thirty (30) days after it has been notified in writing of such
   resignation or incapacity by the resigning or incapacitated Warrant Agent
   or by the holder of a Warrant Certificate, then the holder of any Warrant
Certificate may apply to any court of competent jurisdiction for the  
appointment of a new Warrant Agent.  Any new Warrant Agent, whether   
appointed by the Company or by such a court, shall be a corporation   
    organized and doing business under the laws of the United States or of the
  State of Minnesota, of good standing, and having its principal office in
    Minnesota, which is authorized under such laws to exercise corporate trust
 powers and is subject to supervision or examination by Federal or State
authority.  Any new Warrant Agent appointed hereunder shall execute,  
acknowledge and deliver to the Company an instrument accepting such   
appointment hereunder and thereupon such new Warrant Agent without any
further act or deed shall become vested with all the rights, powers,  
duties and responsibilities of the Warrant Agent hereunder with like  
    effect as if it had been named as the Warrant Agent; but if for any reason
    it becomes necessary or expedient to have the former Warrant Agent execute
    and deliver any further assurance, conveyance, act or deed, the same shall
be done and shall be legally and validly executed and delivered by the
former Warrant Agent.  Not later than the effective date of any such  

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   appointment the Company shall file notice thereof with the former Warrant
   Agent.  The Company shall promptly give notice of any such appointment to
the holders of the Warrant Certificates by mail to their addresses as 
 shown in the Warrant Register.  Failure to file or give such notice, or
any defect therein, shall not affect the legality or validity of the  
appointment of the successor Warrant Agent.                           

         (b) Any company into which the Warrant Agent or any new Warrant Agent
may be merged or converted or with which it may be consolidated or any
 company resulting from any merger, conversion or consolidation to which
 the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Warrant Agreement without any further act; provided that if
   such company would not be eligible for appointment as a successor Warrant
Agent under the provisions of paragraph (a) of this Section 7.2 the   
Company shall forthwith appoint a new Warrant Agent in accordance with
such provisions.  Any such successor Warrant Agent may adopt the prior
countersignature of any predecessor Warrant Agent and deliver Warrant 
  Certificates countersigned and not delivered by such predecessor Warrant
 Agent or may countersign Warrant Certificates either in the name of any
predecessor Warrant Agent or the name of the successor Warrant Agent. 

Section 7.3.  Remuneration of Warrant Agent.  The Company will pay the
Warrant Agent reasonable remuneration for its services as Warrant Agent         
hereunder and will reimburse the Warrant Agent upon demand for all expenditures 
that the Warrant Agent may reasonably incur in the execution of its duties      
hereunder.                                                                      

Section 7.4.  Further Assurances.  The Company will perform, exercise,
acknowledge and deliver or cause to be performed, executed, acknowledged and    
delivered all such further and other acts, instruments and assurances as may    
reasonably be required by the Warrant Agent for the carrying out or performing  
by the Warrant Agent of the provisions of this Warrant Agreement.               

Section 7.5.  Limitations on Liabilities of the Warrant Agent.        

             (a) The Warrant Agent may consult with legal counsel (who may
        be legal counsel for the Company), and the opinion of such counsel
    shall be full and complete authorization and protection of the
         Warrant Agent as to any action taken or omitted by it in good faith
and in accordance with such opinion.                      

         (b) Whenever, in the performance of its duties under this
     Warrant Agreement, the Warrant Agent shall deem it necessary or
     desirable that any matter be proved or established, or that any
          instructions with respect to the performance of its duties hereunder
      be given, by the Company prior to taking or suffering any action
         hereunder, such matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively
     proved and established, or such instructions may be given, by a
       certificate or instrument signed by an officer of the Company and
        delivered to the Warrant Agent; and such certificate or instrument
     shall be full authorization to the Warrant Agent for any action
        taken or suffered in good faith by it under the provisions of this
Warrant Agreement in                                      

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         reliance upon such certificate or instrument; but in its discretion
         the Warrant Agent may in lieu thereof accept other evidence of such
         matter or may require such further or additional evidence as it may
deem reasonable.                                          

            (c) The Warrant Agent shall be liable hereunder only for its
        own negligence or willful misconduct.  The Warrant Agent shall act
          hereunder solely as agent, and its duties shall be determined solely
    by the provisions hereof.  The Company agrees to indemnify the
         Warrant Agent and save it harmless against any and all liabilities,
       including judgments, costs and counsel fees, for anything done or
   omitted by the Warrant Agent in the execution of this Warrant
       Agreement except as a result of the Warrant Agent's negligence or
willful misconduct.                                       

             (d) The Warrant Agent shall not be liable for or by reason of
         any of the statements of fact or recitals contained in this Warrant
Agreement or in the Warrant Certificates (except its      
          countersignature thereof) or be required to verify the same, but all
       such statements and recitals are and shall be deemed to have been
made by the Company only.                                 

              (e) The Warrant Agent shall not be under any responsibility in
     respect to the validity or execution of any Warrant Certificate
        (except its countersignature thereof); nor shall it be responsible
          for any breach by the Company of any covenant or condition contained
        in this Warrant Agreement or in any Warrant Certificate; nor shall
        it be responsible for the making of any adjustment in the Exercise
      Price, or number of shares issuable upon exercise of the Warrant
         Certificates or responsible for the manner, method or amount of any
          such adjustment or the facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any   
          representation or warranty as to the authorization or reservation of
      any shares of Common Stock to be issued pursuant to this Warrant
         Agreement or any Warrant Certificate or as to whether any shares of
        Common Stock or other securities are or will be validly authorized
and issued and fully paid and nonassessable.              

   Section 7.6.  Amendment and Modification.  The Warrant Agent may, without
the consent or concurrence of the holders of the Warrant Certificates, by       
supplemental agreement or otherwise, join with the Company in making any        
changes or corrections in this Warrant Agreement that they shall have been      
advised by counsel (a) are required to cure any ambiguity or to correct any     
defective or inconsistent provision or clerical omission or mistake or manifest 
error herein contained, (b) add to the obligations of the Company in this       
Warrant Agreement further obligations thereafter to be observed by it, or       
surrender any right or power reserved to or conferred upon the Company in this  
Warrant Agreement, or (c) do not or will not adversely affect, alter or change  
the rights, privileges or immunities of the holders of Warrant Certificates not 
provided for under this Warrant Agreement; provided, however, that any term of  
this Warrant Agreement or any Warrant Certificate may be changed, waived,       
discharged or terminated by an instrument in writing signed by each party       
against which enforcement of such change, waiver, discharge or termination is   
sought, or by which the same is to be performed or observed.                    

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ARTICLE VIII.   
OTHER MATTERS   

    Section 8.1.  Successors and Assigns.  All the covenants and provisions of
this Warrant Agreement by or for the benefit of the Company or the Warrant      
Agent shall bind and inure to the benefit of their respective successors and    
assigns.                                                                        

 Section 8.2.  Notices.  Any notice or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any      
Warrant Certificate to or on the Company shall be sufficiently given or made if 
sent by first class or registered mail, postage prepaid, addressed (until       
another address is filed in writing by the Company with the Warrant Agent) as   
follows:                                                                        

Famous Dave's of America, Inc.                        
12700 Industrial Park Boulevard, Suite 60             
Plymouth, MN  55441                                   

Any notice or demand authorized by this Warrant Agreement to be given or made   
by the holder of any Warrant Certificate or by the Company to or on the Warrant 
Agent shall be sufficiently given or made if sent by first class or registered  
mail, postage prepaid, addressed (until another address is filed in writing by  
the Warrant Agent with the Company) as follows:                                 

Firstar Trust Company                           
Corporate Trust                                 
615 East Michigan Street, 4th Floor             
Milwaukee, MI 53202                             

Section 8.3.  Governing Law.  This Warrant Agreement and the Warrant  
Certificates are being delivered in the State of Minnesota and shall be         
construed and enforced in accordance with and governed by the laws of such      
State.                                                                          

 Section 8.4.  No Benefits Conferred.  Nothing in this Warrant Agreement
expressed and nothing that may be implied from any of the provisions hereof is  
intended, or shall be construed, to confer upon, or give to, any person or      
corporation other than the Company, the Warrant Agent, and the holders of the   
Warrant Certificates, any right, remedy or claim under or by reason of this     
Agreement or of any covenant, condition, stipulation, promise or agreement      
herein; and all covenants, conditions, stipulations, promises and agreements in 
this Warrant Agreement contained shall be for the sole and exclusive benefit of 
the Company, the Warrant Agent, their respective successors and the holders of  
the Warrant Certificates.                                                       

Section 8.5.  Headings.  The descriptive headings used in this Warrant
Agreement are inserted for convenience only and shall not control or affect the 
meaning or construction of any of the provisions hereof.                        

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  IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the
parties hereto as of the day and year first above written.                      

                              FAMOUS DAVE'S OF AMERICA, INC.

                        By /s/ David W. Anderson
                                  ----------------------------
                                   Its Chief Executive Officer

                     FIRSTAR TRUST COMPANY

                                By  /s/ Suzanne P. Norman Barnes
                                        --------------------------------
                                Its Assistant Vice President

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EXHIBIT A   

No. _____________                             Certificate for ______ Warrants   

THIS WARRANT CERTIFICATE MAY BE   
TRANSFERRED SEPARATELY FROM THE COMMON STOCK CERTIFICATE    
WITH WHICH IT IS INITIALLY ISSUED   

EXERCISABLE ON OR BEFORE, AND VOID AFTER,   
5:00 P.M. MINNEAPOLIS TIME OCTOBER 21, 2000   

FAMOUS DAVE'S OF AMERICA, INC.    

WARRANTS TO PURCHASE COMMON STOCK OF    
FAMOUS DAVE'S OF AMERICA, INC.    
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA   

THIS CERTIFIES that                                            CUSIP 307068 11 4

or assigns, is the owner of the number of Warrants set forth above, each of     
which represents the right to purchase from Famous Dave's of America, Inc., a   
Minnesota corporation (the "Company"), at any time on or before 5:00            
Minneapolis time, October 21, 2000, upon compliance with and subject to the     
conditions set forth herein and in the Warrant Agreement hereinafter referred   
to, one share (subject to adjustments referred to below) of the Common Stock of 
the Company (such shares or other securities or property purchasable upon       
exercise of the Warrants being herein called the "Shares"), by surrendering     
this Warrant Certificate, with the Purchase Form on the reverse side duly       
executed, at the principal office of Firstar Trust Company, or its successor,   
as warrant agent (the "Warrant Agent"), and by paying in full, in cash or by    
certified or official bank check payable to the order of the Company, the       
exercise price of $8.50 per share.                                              

   Upon any exercise of less than all the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder a new Warrant Certificate in   
respect of the Warrants as to which this Warrant Certificate was not exercised. 

   Upon the surrender for transfer or exchange hereof, properly endorsed, to
the Warrant Agent, the Warrant Agent at the Company's expense will issue and    
deliver to the order of the holder hereof, a new Warrant Certificate or Warrant 
Certificates of like tenor, in the name of such holder or as such holder (upon  
payment by such holder of any applicable transfer taxes) may                    

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direct, calling in the aggregate on the face or faces thereof for the number of 
shares of Common Stock called for on the face hereof.                           

The Warrant Certificates are issued only as registered Warrant        
Certificates.  Until this Warrant Certificate is transferred in the Warrant     
Register, the Company and the Warrant Agent may treat the person in whose name  
this Warrant Certificate is registered as the absolute owner hereof and of the  
Warrants represented hereby for all purposes, notwithstanding any notice to the 
contrary.                                                                       

    This Warrant Certificate is issued under the Warrant Agreement dated as of
October 21, 1996 between the Company and the Warrant Agent. The Warrant         
Agreement is hereby incorporated by reference into this Warrant Certificate and 
this Warrant Certificate is subject to the terms and provisions contained in    
said Warrant Agreement, to all of which terms and provisions the registered     
holder of this Warrant Certificate consents by acceptance hereof.  Copies of    
said Warrant Agreement are on file at the principal office of the Warrant Agent 
in Milwaukee, Wisconsin, and may be obtained by writing to the Warrant Agent.   

The number of Shares receivable upon the exercise of the Warrants     
represented by this Warrant Certificate and the exercise price per share are    
subject to adjustment upon the happening of certain events specified in the     
Warrant Agreement.                                                              

    No fractional Shares of the Company's Common Stock will be issued upon the
exercise of Warrants.  As to any final fraction of a share which a holder of    
Warrants exercised in the same transaction would otherwise be entitled to       
purchase on such exercise, the Company shall pay a cash adjustment in lieu of   
any fractional Share determined as provided in the Warrant Agreement.           

The Warrants may be redeemed at the option of the Company, at any time
following a period of 10 consecutive trading days where the per share average   
closing bid price of the Common Stock exceeds 120% of the Exercise Price, on    
notice as set forth in the Warrant Agreement, and at a redemption price equal   
to $.01 per Warrant.  If notice of redemption shall have been given as provided 
in the Warrant Agreement and cash sufficient for the redemption be deposited by 
the Company for that purpose, the exercise rights of the Warrants identified    
for redemption shall expire at the close of business on such date of redemption 
unless extended by the Company.                                                 

    This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of Common Stock of the Company, including, without           
limitation, the right to vote, to receive dividends and other distributions, to 
exercise any preemptive right, or to receive any notice of, or to attend        
meetings of holders of Common Stock or any other proceedings of the Company.    

This Warrant Certificate shall be void and the Warrants and any rights
represented hereby shall cease unless exercised on or before 5:00 p.m.          
Minneapolis time on October 21, 2000, unless extended by the Company.           

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    This Warrant Certificate shall not be valid for any purpose until it shall
have been countersigned by the Warrant Agent.                                   

WITNESS the facsimile signatures of the Company's duly authorized     
officers.                                                                       

                              FAMOUS DAVE'S OF AMERICA, INC.

                                 By ______________________________
                           Chairman of the Board

                                 By ______________________________
               Secretary

                             COUNTERSIGNED AND REGISTERED:
                as Warrant Agent

                     FIRSTAR TRUST COMPANY

                                 By ______________________________
                        Authorized Officer

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[REVERSE OF WARRANT CERTIFICATE]    

THE CORPORATION WILL FURNISH ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A 
COPY OF THE ARTICLES OF INCORPORATION AND A FULL STATEMENT OF THE DESIGNATIONS, 
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR    
SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE    
AUTHORITY OF THE BOARD TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF      
SUBSEQUENT CLASSES OR SERIES.                                                   

TO:  Famous Dave's of America, Inc.                                             
c/o Firstar Trust Company                                             
Warrant Agent                                                         

PURCHASE FORM   
(To be Executed by the Registered Holder    
in Order to Exercise of Warrant Certificates)   

    The undersigned hereby irrevocably elects to exercise ________________* of
the Warrants represented by the Warrant Certificate and to purchase for cash    
the Shares issuable upon the exercise of said Warrants and requests that        
certificates for such Shares shall be issued in the name of                     

PLEASE INSERT SOCIAL SECURITY                                                   
OR OTHER IDENTIFYING NUMBER OF                                                  
REGISTERED HOLDER OF CERTIFICATE                                                

______________________________________________________________________________  
(Print Name)
______________________________________________________________________________  
(Address) 
______________________________________________________________________________  

Dated: __________________________ Signature: ______________________________     

*  Insert here the number of Warrants evidenced on the face of this Warrant     
Certificate (or, in the case of a partial exercise, the portion thereof being   
exercised), in either case without making any adjustment for additional Common  
Stock or any other securities or property or cash which, pursuant to the        
adjustment provisions referred to in this Warrant Certificate, may be           
deliverable upon exercise.                                                      

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ASSIGNMENT FORM   
(To be Executed by the Registered Holder    
in Order to Transfer Warrant Certificates)    

PLEASE INSERT SOCIAL SECURITY                                                   
OR OTHER IDENTIFYING NUMBER OF                                                  
ASSIGNEE                                                                        

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
____________________________________ of the Warrants to purchase shares of      
Common Stock represented by this Warrant Certificate unto                       

______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       
______________________________________________________________________________  

______________________________________________________________________________  

and does hereby irrevocably constitute and appoint ___________________________  

Attorney to transfer this Warrant Certificate on the records of the Company     
with full power of substitution in the premises.                                

Dated:________________________ Signature(s) ______________________________      

SIGNATURE(S) GUARANTEED:                                                        

_____________________________                                                   

NOTICE    

The signature(s) to the Purchase Form or the Assignment Form must     
correspond to the name as written upon the face of this Warrant Certificate in  
every particular without alteration or enlargement or any change whatsoever.    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		10/21/00		1		19
Filed on:		10/25/96		3					424B3
		10/21/96		4		19			424B3
		10/1/96		2					SB-2/A
		8/23/96		2					SB-2
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