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BBQ Holdings, Inc. – ‘S-8’ on 4/7/21

On: Wednesday, 4/7/21, at 4:41pm ET · Effective: 4/7/21 · Accession #: 1558370-21-4054 · File #: 333-255098

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/07/21  BBQ Holdings, Inc.                S-8         4/07/21    4:101K                                   Toppan Merrill Bridge/FA

Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     43K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     10K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 4: EX-23.2     Consent of Expert or Counsel                        HTML      7K

‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Power of Attorney (included on signature page hereof)
1	1st Page – Filing Submission
"	Power of Attorney (included on signature page hereof)

This is an HTML Document rendered as filed. [ Alternative Formats ]

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As filed with the Securities and Exchange Commission on April 7, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

________________________________

BBQ HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Minnesota		83-4222776
(State or jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

12701 Whitewater Drive, Suite 100

Minnetonka, MN 55343

(952) 294-1300

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Jeffery Crivello		Copies to:
Chief Executive Officer		J.C. Anderson
Famous Dave’s of America, Inc.		Lathrop GPM LLP
12701 Whitewater Drive, Suite 190		500 IDS Center
Minnetonka, MN 55343		80 South Eighth Street
(952) 294-1300		Minneapolis, MN 55402
(Name, address, including zip code, and telephone number,		(612) 632-3002
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting

company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

Amount to be
registered⁽¹⁾

Proposed
maximum
offering price
per share⁽²⁾

Proposed
maximum
aggregate
offering price⁽²⁾

Amount of
registration
fee⁽²⁾

Common stock, par value $0.01 per share

500,000

$7.63

$3,815,000

$416.22

(1)

Pursuant to Rule 416(a), this registration statement also covers additional securities that may be offered as a result of stock splits, stock dividends, or similar transactions relating to the shares covered by this registration statement. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.

(2)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average of the high and low sales price of the registrant’s common stock as reported by the Nasdaq Global Market on April 1, 2021.

EXPLANATORY NOTE; INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORMS S-8 (NO. 333- 204015; NO. 333- 208261 and NO. 333-226816)

This registration statement registers additional securities of the same class as other securities for which registration statements filed on Forms S-8 relating to BBQ Holdings, Inc. 2015 Equity Incentive Plan (the “Plan”) are already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this registration statement the contents of (a) the registration statement on Form S-8 (File No. 333- 204015) that we filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2015 relating to the registration of 350,000 shares of our common stock authorized for issuance under the Plan, as amended by Post-Effective No. 1, (b) the registration statement on Form S-8 (File No. 333-208261) that we filed with the SEC on November 30, 2015, relating to the registration of 350,000 shares of our common stock authorized for issuance under the Plan, as amended by Post-Effective No. 1, and (c) the registration statement on Form S-8 (File No. 333- 226816) that we filed with the SEC on August 13, 2018 relating to the registration of 300,000 shares of our common stock authorized for issuance under the Plan, as amended by Post-Effective No. 1, in each case in their entirety and including exhibits thereto. This registration statement provides for the registration of an additional 500,000 shares of common stock to be issued under the Plan. These 500,000 shares represent an increase in the number of shares of common stock reserved for issuance under the Plan, which increase was approved by the stockholders on June 16, 2020 at the annual meeting of stockholders of BBQ Holdings, Inc. As a result of the foregoing, the number of shares of common stock reserved under the Plan is now 1,500,000.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the registrant with the Commission are incorporated herein by reference:

(a)

The registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021, filed on April 2, 2021;

(b)

The registrant’s Current Report on Form 8-K filed on January 13, 2021; and

(c)

The registrant’s Current Reports on Form 8-K filed on April 21, 2020, May 1, 2020, May 22, 2020, and June 19, 2020; and

(d)

The description of our common stock, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), contained in Exhibit 4.1 to the Annual Report, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this registration statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8 Exhibits.


	4.1	BBQ Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 Current Report on Form 8-K, filed on June 19, 2020)

	5.1*	Opinion of Lathrop GPP LLP

	23.1*	Consent of Grant Thornton LLP

	23.2*	Schechter, Dokken, Kanter, Andrews & Selcer, Ltd.

	23.2*	Consent of Lathrop GPM LLP (included in Exhibit 5.1)

	24.1*	Power of Attorney (included on signature page hereof)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on April 7, 2021.


	BBQ HOLDINGS, INC.

	By:	/s/ *Jeffery Crivello*
	Name:	Jeffery Crivello
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the individuals whose signature appears below constitutes and appoints Jeffery Crivello or James G. Gilbertson, or either of them, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


Signature	Title	Date

/s/ *Jeffery Crivello*	Chief Executive Officer and Director	April 7, 2021
Jeffery Crivello	(Principal Executive Officer)

/s/ *James G. Gilbertson*	Chief Financial Officer and Secretary	April 7, 2021
James G. Gilbertson	(Principal Financial Officer and Principal Accounting Officer)

/s/ *Charles E. Davidson*	Director	April 7, 2021
Charles E. Davidson

/s/ *Anand D. Gala*	Director	April 7, 2021
Anand D. Gala

/s/ *Peter O. Haeg*	Director	April 7, 2021
Peter O. Haeg

/s/ *David L. Kanen*	Director	April 7, 2021
David L. Kanen

/s/ *Richard Welch*	Director	April 7, 2021
Richard Welch

/s/ *Bryan L. Wolff*	Director	April 7, 2021
Bryan L. Wolff

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-8’ Filing	Date	Other Filings

Filed on / Effective on:	4/7/21
	4/1/21
	6/16/20	8-K, DEF 14A
		List all Filings

10 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/02/21  BBQ Holdings, Inc.                10-K        1/03/21   96:10M                                    Toppan Merrill Bridge/FA
 1/13/21  BBQ Holdings, Inc.                8-K:5,9     1/08/21    2:59K                                    Toppan Merrill Bridge/FA
 6/19/20  BBQ Holdings, Inc.                8-K:5,9     6/16/20    2:200K                                   Toppan Merrill Bridge/FA
 5/22/20  BBQ Holdings, Inc.                8-K/A:2,9   3/09/20   14:1M                                     Toppan Merrill Bridge/FA
 5/01/20  BBQ Holdings, Inc.                8-K:2,9     4/30/20    3:2M                                     Toppan Merrill Bridge/FA
 4/21/20  BBQ Holdings, Inc.                8-K:4,9     4/16/20    2:71K                                    Toppan Merrill Bridge/FA
 3/27/20  BBQ Holdings, Inc.                10-K       12/29/19   91:9.7M                                   Toppan Merrill Bridge/FA
 8/13/18  BBQ Holdings, Inc.                S-8         8/13/18    3:90K                                    Toppan Merrill/FA
11/30/15  BBQ Holdings, Inc.                S-8        11/30/15    3:61K                                    Donnelley … Solutions/FA
 5/08/15  BBQ Holdings, Inc.                S-8         5/08/15    3:56K                                    Donnelley … Solutions/FA

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Filing Submission 0001558370-21-004054 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)