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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 0-14749
Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in its charter)
     
Colorado   84-0910696
(State of Incorporation)   (I.R.S. Employer Identification No.)
265 Turner Drive, Durango, CO 81303
(Address of principal executive offices)
(970) 259-0554
(Registrant’s telephone number, including area code)
Securities Registered Pursuant To Section 12(b) Of The Act:
     
Title of each class   Name of each exchange on which registered
Common Stock $.03 Par Value per Share   The NASDAQ Stock Market LLC
Preferred Stock Purchase Rights   The NASDAQ Stock Market LLC
Securities Registered Pursuant To Section 12(g) Of The Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller Reporting Company þ
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
On April 30, 2010, there were 6,030,938 shares of Common Stock outstanding. The aggregate market value of the Common Stock (based on the closing price as quoted on the Nasdaq Market on August 31, 2009) held by non-affiliates was $27,831,397.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement furnished to stockholders in connection with the 2010 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III of this Report. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s fiscal year.
 
 

 


 

EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended February 28, 2010, initially filed with the Securities and Exchange Commission on May 18, 2010 (the “Original Filing”), is being filed to amend and restate the Index to Exhibits in Item 15 of the Original Filing to incorporate exhibit 10.13 by reference to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended May 31, 2010. Exhibit 10.13 of the original filing contained minor errors and omissions corrected and subsequently filed as Exhibit 10.2 on Form 10-Q of the Registrant for the quarter ended May 31, 2010. Exhibit 10.2 to the Form 10-Q is intended and should be considered as a replacement in its entirety of the exhibit previously filed as 10.13 to the Original Filing.
Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 on Form 10-K/A does not amend, update or change any other information in the financial statements or any other items or disclosures in the Original Filing. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.
PART IV.
ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
     1. Financial Statements
     
    Page
Report of Independent Registered Public Accounting Firm
  29
 
   
Statements of Income
  30
 
   
Balance Sheets
  31
 
   
Statements of Changes in Stockholders’ Equity
  32
 
   
Statements of Cash Flows
  33
 
   
Notes to Financial Statements
  34
 
   
2. Financial Statement Schedule
   
 
   
 
  Page
 
   
SCHEDULE II — Valuation and Qualifying Accounts
  46
 
   
SCHEDULE II — Valuation and Qualifying Accounts
   
                                 
    Balance at   Additions Charged           Balance at End
    Beginning of Period   to Costs & Exp.   Deductions   of Period
Year Ended February 28, 2010 Valuation Allowance for Accounts and Notes Receivable
    332,719       220,000       157,428       395,291  
 
                               
Year Ended February 28, 2009 Valuation Allowance for Accounts and Notes Receivable
    114,271       219,000       552       332,719  
 
                               
Year Ended February 29, 2008 Valuation Allowance for Accounts and Notes Receivable
    187,519       75,000       148,248       114,271  

 


 

     3. Exhibits
         
Exhibit        
Number   Description   Incorporated by Reference to
3.1
  Articles of Incorporation of the Registrant, as amended   Exhibit 3.1 to Annual Report on Form 10-K of the Registrant for the year ended February 28, 2009
 
3.2
  Amended and Restated By-laws of the Registrant   Exhibit 3.2 to the Current Report on Form 8-K of the Registrant filed December 14, 2007
 
4.1
  Specimen Common Stock Certificate   Exhibit 4.1 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
 
4.2
  Business Loan Agreement dated July 31, 2008 between Wells Fargo Bank and the Registrant   Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2008
 
10.1**
  Form of Employment Agreement between the Registrant and its officers   Exhibit 10.1 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
 
10.2*
  Airport Development Agreement between The Grove, Inc. and the Registrant   Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended November 30, 2007
 
10.3*
  Current form of franchise agreement used by the Registrant   Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended May 31, 2009
 
10.4**
  2007 Equity Incentive Plan of the Registrant   Exhibit 99.1 to Registration Statement on Form S-8 (Registration No. 333-145986) filed on September 11, 2007.
 
10.5**
  Form of Indemnification Agreement between the Registrant and its directors   Exhibit 10.7 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
 
10.6**
  Form of Indemnification Agreement between the Registrant and its officers   Exhibit 10.8 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2007
 
10.7**
  1995 Stock Option Plan of the Registrant   Exhibit 10.9 to Registration Statement on Form S-1 (Registration No. 33-62149) filed August 25, 1995.
 
10.8**
  Forms of Incentive Stock Option Agreement for 1995 Stock Option Plan   Exhibit 10.10 to Registration Statement on Form S-1 (Registration No. 33-62149) filed on August 25, 1995.
 
10.9**
  Forms of Nonqualified Stock Option Agreement for 1995 Stock Option Plan   Exhibit 10.11 to Registration Statement on Form S-1 (Registration No. 33-62149) filed on August 25, 1995.
 
10.10**
  2000 Nonqualified Stock Option Plan for Nonemployee Directors Of the Registrant   Exhibit 99.1 to Registration Statement on Form S-8 (Registration No. 333-109936 filed on October 23, 2003.
 
10.11**
  2004 Stock Option Plan of the Registrant   Exhibit 99.1 to Registration Statement on Form S-8 (Registration No. 333-119107) filed September 17, 2004.

 


 

EXHIBIT INDEX — continued
         
Exhibit        
Number   Description   Incorporated by Reference to
10.12*
  Master License Agreement between Kahala Franchise Corp. and the Registrant   Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009.
 
10.13*
  Commodity Contract with Guittard Chocolate Company   Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended May 31, 2010.
 
10.14*
  Test License Agreement between Cold Stone Creamery, Inc. and the Registrant   Exhibit 10.14 to the Annual Report on Form 10-K of the Registrant for the fiscal year ended February 28, 2009.
 
10.15
  Promissory Note dated July 31, 2009 in the amount of $5,000,000 between Wells Fargo Bank and the Registrant.   Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009.
 
10.16
  Commercial Security Agreement dated July 31, 2009 between Wells Fargo Bank and the Registrant.   Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009.
 
23.1
  Consent of Independent Registered Public Accounting Firm   Previously filed as exhibit 23.1 to original filing.
 
31.1
  Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, Chief Executive Officer   Filed herewith.
 
31.2
  Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002, Chief Financial Officer   Filed herewith.
 
32.1
  Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, Chief Executive Officer   Previously filed as exhibit 32.1 to original filing.
 
32.2
  Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, Chief Financial Officer   Previously filed as exhibit 32.2 to original filing.
 
*   Contains material that has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Commission.
 
**   Management contract or compensatory plan

 


 

SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
 
 
Date: August 23, 2010 /S/ Bryan J. Merryman  
  BRYAN J. MERRYMAN
Chief Operating Officer, Chief
Financial Officer, Treasurer and
Director