RMCF Rocky Mountain Chocolate Factory Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): February 17, 2015

 

 

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in charter)

 

 

Colorado	0-14749	84-0910696
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

 

265 Turner Drive

Durango, Colorado 81303

(Address, including zip code, of principal executive offices)

 

Registrant's telephone number, including area code: (970) 259-0554

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 8.01     Other Events.

 

On February 17, 2015, Rocky Mountain Chocolate Factory, Inc. (the “Company”) issued a press release relating to the filing of a supplement to the proxy statement/prospectus for the Company’s Annual Meeting of Shareholders to be held on February 19, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.	Description
99.1	Press Release, dated February 17, 2015.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
Date: February 17, 2015	By:	/s/ Bryan J. Merryman
		Bryan J. Merryman, Chief Operating Officer,
		Chief Financial Officer, Treasurer and Director

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press Release, dated February 17, 2015.

 

 

 

Exhibit 99.1

 

 

For Immediate Release

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. FILES SUPPLEMENT TO PROXY STATEMENT

 

AMENDMENTS TO BYLAWS AND CERTIFICATE OF INCORPORATION FOR PROPOSED HOLDING COMPANY TO CHANGE CERTAIN CORPORATE GOVERNANCE PROVISIONS

 

DURANGO, Colorado (February 17, 2015) – Rocky Mountain Chocolate Factory, Inc. (Nasdaq Global Market: RMCF) (the “Company”) today announced the filing of a supplement to its proxy statement (the “Proxy Statement Supplement”) with the Securities and Exchange Commission (“SEC”) concerning certain amendments to the Certificate of Incorporation and Bylaws of the proposed holding company in the proposed holding company reorganization that the Company’s shareholders are being asked to approve at the Annual Meeting of Shareholders to be held on February 19, 2015. If the reorganization is approved by shareholders, the current company will become a subsidiary of the newly created Delaware holding company and each share of the current company will be converted into a single share of the holding company in a tax-free transaction.

 

After consideration, the Company has decided to make changes to certain corporate governance provisions that will be in place at the holding company, if the reorganization is approved by the Company’s shareholders. The Board of Directors amended the proposed holding company’s Certificate of Incorporation and Bylaws to (1) eliminate a provision stipulating that Delaware would be the exclusive venue for stockholder lawsuits, (2) eliminate a fee-shifting bylaw in such lawsuits, (3) permit stockholders to call special meetings under certain limited circumstances, and (4) provide that a majority of stockholders may remove directors for any reason.

 

Details regarding the proposed holding company reorganization along with further information regarding the above amendments, including revised versions of the proposed holding company’s Certificate of Incorporation and Bylaws, are available in the definitive proxy statement filed with the SEC on January 8, 2015, as amended by the Proxy Statement Supplement filed today with the SEC.

 

About Rocky Mountain Chocolate Factory, Inc.

 

Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchiser of gourmet chocolate, confection and self-serve frozen yogurt stores and a manufacturer of an extensive line of premium chocolates and other confectionery products. Currently, the Company, its subsidiaries and its franchisees operate Rocky Mountain Chocolate Factory and self-serve frozen yogurt stores in 41 states, Canada, Japan, South Korea, The United Arab Emirates, The Kingdom of Saudi Arabia, Pakistan and Turkey. The Company’s common stock is listed on The Nasdaq Global Market under the symbol “RMCF.” The common stock of U-Swirl trades on the OTCQB market under the symbol “SWRL.”

 

For Further Information, Contact Bryan J. Merryman COO/CFO (970) 375-5678