UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.3)*
Famous Dave's of America, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
307068106
(CUSIP Number)
Mr. Joshua G. Welch
Vicuna Advisors LLC
230 Park Avenue
7th Floor
New York, NY 10169
(212) 499-2938
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |X|
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 307068106
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Vicuna Advisors LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF Zero
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
982,733 shares
OWNED BY
------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING Zero
------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
982,733 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
982,733 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
2
CUSIP No. 307068106
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Vicuna Partners LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF Zero
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
982,733 shares
OWNED BY
------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING Zero
------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
982,733 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
982,733 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
3
CUSIP No. 307068106
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
Joshua G. Welch
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF Zero
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
982,733 shares
OWNED BY
------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING Zero
------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
982,733 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
982,733 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0 %
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
4
This Amendment No. 3 to Statement on Schedule 13D amends the Statement on
Schedule 13D relating to the Common Stock, $0.01 par value (the "Common Stock"),
of Famous Dave's of America, Inc. (the "Issuer") filed by the Reporting Persons
(as defined below) on April 4, 2006, as amended by Amendment No. 1 filed by the
Reporting Persons on June 16, 2006 and Amendment No. 2 filed by the Reporting
Persons on August 2, 2006.
This Statement is being filed by each of the following persons (the
"Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"): Vicuna Advisors LLC, a
Delaware limited liability company ("Advisors"), Vicuna Partners LLC, a Delaware
limited liability company ("Partners"), and Joshua G. Welch ("Welch").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The source of funds used to purchase the shares of Common Stock owned by
the Reporting Persons (the "Shares") was working capital of investment
partnerships for which Master acts as general partner and Advisors acts as
investment adviser. The aggregate amount of such funds was $11,155,417.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
As of the date hereof, investment partnerships for which Partners acts as
general partner and Advisors acts as investment adviser are the beneficial
owners 982,733 shares of Common Stock. By virtue of its status as general
partner, Partners might be deemed to be the beneficial owner of the securities
owned by such investment partnerships. By virtue of its status as investment
adviser, Advisors might be deemed to be the beneficial owner of the securities
owned by such investment partnerships. By virtue of his status as Managing
Member of Advisors and Partners, Welch might be deemed to be the beneficial
owner of the securities owned by such investment partnerships. Advisors,
Partners and Welch each disclaims beneficial ownership of the securities owned
by such investment partnerships.
As of the date hereof, such investment partnerships are the beneficial
owners of 10.0% of the Common Stock. The percentage of the outstanding Common
Stock reported in this Schedule 13D is calculated on the basis of 9,819,356
shares of Common Stock issued and outstanding on November 2, 2007, as reported
in the Issuer's Form 10-Q for the fiscal quarter ended September 30, 2007 filed
on November 9, 2007.
By virtue of its status as general partner of such investment partnerships,
Partners might be deemed to share indirectly power to dispose or direct the
disposition of the securities owned by such investment partnerships. By virtue
of its status as investment adviser to such investment partnerships, Advisors
might be deemed to share indirectly power to dispose or direct the disposition
of the securities owned by such investment partnerships. By virtue of his status
as Managing Member of Advisors and Partners, Welch might be deemed to share
indirectly power to dispose or direct the disposition of the securities owned by
such investment partnerships.
The following transactions were effected by the Reporting Persons in the
Common Stock during the 60 days prior to the date of this Schedule 13D:
Date Purchase/Sale No. of Shares Price/Share Market
---- ------------- ------------- ----------- ------
2008-01-22 P 10,000 $ 9.55 Nasdaq Global
2008-03-10 P 25,000 $9.38 Nasdaq Global
2008-03-11 P 1,970 $9.34 Nasdaq Global
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A: Agreement of Joint Filing, dated as of March 12,
2008, among Advisors, Partners and Welch.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 12, 2008
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
------------------------------------
Joshua G. Welch
Managing Member
VICUNA PARTNERS LLC
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
/s/ Joshua G. Welch
-----------------------------------------
Joshua G. Welch
6
EXHIBIT A
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
------------
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that Amendment No. 3 to Schedule
13D dated March 12, 2008 relating to the Common Stock, $0.01 par value, of
Famous Dave's of America, Inc. as the same may be amended from time to time
hereafter, is being filed with the Securities and Exchange Commission on behalf
of each of them.
Dated: March 12, 2008
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
------------------------------------
Joshua G. Welch
Managing Member
VICUNA PARTNERS LLC
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
/s/ Joshua G. Welch
-----------------------------------------
Joshua G. Welch
7