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DAVE > SEC Filings for DAVE > Form 8-K on 18-Dec-2013All Recent SEC Filings

Show all filings for FAMOUS DAVES OF AMERICA INC

Form 8-K for FAMOUS DAVES OF AMERICA INC


18-Dec-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fina


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Adoption of Amendment No. 1 to Second Amended and Restated By-laws

On and effective as of December 17, 2013, the Board of Directors of Famous Dave's of America, Inc. (the "Company") approved the adoption of Amendment No. 1 (the "Amendment") to the Second Amended and Restated By-laws of the Company (as amended, the "Amended By-laws"). The By-laws of the Company previously in effect are referred to herein as the former Bylaws. The following summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the former By-laws, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2012, and the Amendment, filed as Exhibit 3.1 hereto, each of which is incorporated herein by reference.

Procedures governing advance notice of business proposed by shareholders. The Amended By-laws amend the advance notice timing requirements applicable to business that may be brought before an annual meeting of the Company's shareholders by a shareholder of the Company. To be timely under the Amended By-Laws, a shareholder's notice proposing business must be received not less than sixty (60) (as opposed to ninety (90) under the former By-Laws) nor more than one hundred twenty (120) calendar days prior to the anniversary of the date on which the Company first mailed its proxy materials for the preceding year's annual meeting of shareholders.

Procedures governing shareholder nominations of directors. The Amended By-laws also update the timing for the submission of director nominees and corresponding information required for shareholders to nominate persons for the election of directors of the Company at a meeting of shareholders. To be timely under the Amended By-laws, a shareholder notice of director nomination must be received not less than sixty (60) (as opposed to ninety (90) under the former By-Laws) nor more than one hundred twenty (120) calendar days prior to the anniversary of the date on which the Company first mailed its proxy materials for the preceding year's annual meeting of shareholders.

Shareholder Nominations and Proposals for 2013 Annual Meeting

As a result of the amendments to the advance notice provisions described above, a shareholder nomination or proposal intended to be considered at the Company's 2014 Annual Meeting of Shareholders must be received at our principal executive offices not prior to November 19, 2013 and not later than January 18, 2014.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment No. 1 to Second Amended and Restated By-laws of Famous Dave's of America, Inc.


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