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): December 11, 2007
Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in is charter)
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Colorado
(State or other jurisdiction
of incorporation)
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0-14749
(Commission
File Number)
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84-0910696
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 11, 2007, the Board of Directors of Rocky Mountain Chocolate Factory, Inc. (the
“Company”) approved and adopted the amendment and restatement of the Company’s Bylaws (the
“Bylaws”).
The Company amended and restated the Bylaws to comply with a recent amendment to the NASDAQ
Global Market (“NASDAQ”) rules that requires the securities of all NASDAQ listed companies to be
eligible to participate in the Direct Registration System (“DRS”). DRS is a system administered by
The Depository Trust Company, which allows an investor’s ownership to be recorded and maintained on
the books of the issuer or the transfer agent without the issuance of a physical stock certificate.
The Company was required to amend its Bylaws to provide that shares need not be certificated.
Accordingly, Section 1 of Article X of the Bylaws of Rocky Mountain Chocolate Factory, Inc. was
amended in its entirety to read as follows:
“Section 1. The corporation is authorized to issue any of its classes of shares with or
without certificates, subject to the applicable requirements of Colorado law. The fact that the
shares are not represented by certificates shall have no effect on the rights and obligations of
shareholders. If certificates are issued, they shall be represented by certificates signed by the
chairman or vice chairman of the board of directors or by the president or a vice-president and by
the treasurer or an assistant treasurer or by the secretary or an assistant secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile thereof.
When the corporation is authorized to issue shares of more than one class there shall be set
forth upon the face or back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder upon request and without charge, a full statement of
the designations, preferences, limitations, and relative rights of the shares of each class
authorized to be issued and, if the corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority of the board of
directors to fix and determine the relative rights and preferences of subsequent series.”
Section 1 of Article X had previously required that all shares of capital stock be issued with
certificates. Except as described above, the Bylaws remain unchanged.
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