Rocky Mountian Chocolate Annual Report

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SECURITIES & EXCHANGE COMMISSION EDGAR FILING

ROCKY MOUNTAIN CHOCOLATE FACTORY INC
Form: 10-K Date Filed: 2012-05-24

Corporate Issuer CIK: 785815 Symbol: RMCF SIC Code: 2060

© Copyright 2013, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2012 OR ____ 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 (State of Incorporation) 84-0910696 (I.R.S. Employer Identification No.)

265 Turner Drive, Durango, CO 81303 (Address of principal executive offices, including ZIP code) (970) 259-0554 (Registrant’s telephone number, including area code) Securities Registered Pursuant To Section 12(b) Of The Act: Title of each class Common Stock $.03 Par Value per Share Preferred Stock Purchase Rights Name of each exchange on which registered The NASDAQ Stock Market LLC 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. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. X__ Yes _____ Yes _____ No _ X__ No _

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 _ X__No _____ 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 (§ 232.405 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 __X__ No _____ 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. [X] 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ____ Non-accelerated filer ____ (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company ____ __X_ Yes ____ No __X_

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

On April 30, 2012, there were 6,166,389 shares of our common stock outstanding. The aggregate market value of our common stock (based on the closing price as quoted on the Nasdaq Stock Market on August 31, 2011, the last day of our most recently completed second fiscal quarter) held by non-affiliates was $33,828,215. For purposes of this calculation, shares of common stock held by each executive officer and director and by holders of more than 5% of the outstanding common stock have been excluded since those persons may under certain circumstances be deemed to be affiliates. This determination of...
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