UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

Rocky Mountain Chocolate Factory, Inc.
(Name of Registrant as Specified in its Charter)

AB VALUE PARTNERS, LP
AB VALUE MANAGEMENT LLC
BRADLEY RADOFF
ANDREW T. BERGER
RHONDA J. PARISH
MARK RIEGEL
SANDRA ELIZABETH TAYLOR

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

       

 

   

(2)

 

Aggregate number of securities to which transaction applies:

       

 

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

 

   

(4)

 

Proposed maximum aggregate value of transaction:

       

 

   

(5)

 

Total fee paid:

       

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

AB VALUE PARTNERS, LP, AB VALUE MANAGEMENT LLC, BRADLEY RADOFF, ANDREW T. BERGER, RHONDA J. PARISH, MARK RIEGEL AND SANDRA ELIZABETH TAYLOR

AMENDMENT TO PROXY STATEMENT DATED SEPTEMBER 13, 2021 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 6, 2021

AB Value Partners, LP, AB Value Management LLC, Bradley Radoff, Andrew T. Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor (collectively, the “Concerned Shareholders of Rocky Mountain”) filed a definitive proxy statement (the “Proxy Statement”) and accompanying BLUE proxy card with the Securities and Exchange Commission on September 13, 2021, to be used to solicit votes for the election of their slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of Rocky Mountain Chocolate Factory, Inc. (the “Company”) to be held virtually via live webcast at https://meetnow.global/MPZUUMY on October 6, 2021 at 10:00 a.m., Mountain Time (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), and for the approval of a business proposal to be presented at the Annual Meeting.

This amendment dated September 24, 2021 (this “Amendment”), which describes a recent change in the proposed nominees for election to the board of directors of the Company (the “Board”), should be read in conjunction with the Proxy Statement. Except as specifically supplemented or amended by the information contained in this Amendment, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares. To the extent that information in this Amendment differs from or updates information contained in the Proxy Statement, the information in this Amendment is more current and supersedes the information in the Proxy Statement. You should carefully review the Proxy Statement and this Amendment prior to voting your shares.

Withdrawal of Nominee for Election as Director and Decrease in Board Size

On September 16, 2021, Mary Kennedy Thompson notified the Board of her resignation from the Board, effective immediately, and of her withdrawal of her consent to stand for election to the Board as a member of the Company’s slate or the Concerned Shareholders of Rocky Mountain’s slate. The Board decided not to further refresh its composition of directors and instead subsequently reduced the size of the Board to six (6) directors, effective immediately. This Board contraction has the effect of preventing any nominees of the Concerned Shareholders of Rocky Mountain from being elected by shareholders to effectively fill the vacancy resulting from Ms. Thompson’s resignation. Also on September 16, 2021, Ms. Thompson notified the Concerned Shareholders of Rocky Mountain of her withdrawal of her consent to stand for election at the Annual Meeting as a nominee of the Concerned Shareholders of Rocky Mountain and to serve as a director, if elected, on the Board.

In light of Ms. Thompson’s decision, the Concerned Shareholders of Rocky Mountain have withdrawn Ms. Thompson from their slate. As a result of the Company’s decision to contract the Board and eliminate the vacant seat created by Ms. Thompson’s resignation, the Concerned Shareholders of Rocky Mountain will not nominate a replacement director for election at the Annual Meeting. Accordingly, the proposal to elect Ms. Thompson will no longer be presented for a vote of the stockholders at the Annual Meeting. The individuals named under “Proposal 1: Election of Nominees” in the Proxy Statement, other than Ms. Thompson, remain the Concerned Shareholders of Rocky Mountain’s nominees for election as directors. If the Company had not eliminated the vacant seat resulting from Ms. Thompson’s resignation, the Concerned Shareholders of Rocky Mountain would have attempted to persuade shareholders to elect one of the Concerned Shareholders of Rocky Mountain’s nominees to fill the vacant seat created by Ms. Thompson’s resignation.

The Concerned Shareholders of Rocky Mountain continue to recommend that stockholders vote the BLUE proxy card “FOR” the election to the Board of each of the four (4) nominees of the Concerned Shareholders of Rocky Mountain: Andrew T. Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor. The Concerned Shareholders of Rocky Mountain also continue to recommend that stockholders vote “FOR” the Company’s proposal to ratify the appointment of Plante & Moran PLLC as the Company’s registered public accounting firm, “AGAINST” the Company’s proposal to approve the compensation of the Company’s named executive officers and “FOR” the Concerned Shareholders of Rocky Mountain’s proposal to request that the Board redeem any poison pill previously issued and not adopt or extend any poison pill unless submitted to a stockholder vote.

1

Update to Concerned Shareholder Nominee Rhonda J. Parish’s Biography

Rhonda J. Parish, a nominee of the Concerned Shareholders of Rocky Mountain with more than thirty years of experience in the retail and restaurant industries, including most recently as Chief Legal Officer and Secretary at Ruby Tuesday, Inc., rejoined the work force as a Partner in the fractional general counsel practice at Atlanta-based law firm Taylor English Duma LLP in July 2021.

Update to Share Transaction Information

Annex A of the Proxy Statement is hereby amended and restated as set forth below.

Participant

 

Date of
Purchase
/Sale

 

Number of
Shares
 of the
Common Stock

 

Transaction Type

Bradley Radoff

 

02/22/2021

 

21,573

 

Open Market Purchase

   

02/23/2021

 

8,427

 

Open Market Purchase

   

02/26/2021

 

13,293

 

Open Market Purchase

   

03/04/2021

 

8,280

 

Open Market Purchase

   

03/19/2021

 

3,427

 

Open Market Purchase

   

03/24/2021

 

10,000

 

Open Market Purchase

   

03/25/2021

 

407

 

Open Market Purchase

   

04/19/2021

 

9,593

 

Open Market Purchase

   

05/18/2021

 

1,957

 

Open Market Purchase

   

06/01/2021

 

3,043

 

Open Market Purchase

   

06/18/2021

 

7,477

 

Open Market Purchase

   

06/21/2021

 

5,950

 

Open Market Purchase

   

06/21/2021

 

33,008

 

Open Market Purchase

   

06/22/2021

 

10,407

 

Open Market Purchase

   

06/23/2021

 

14,000

 

Open Market Purchase

   

06/23/2021

 

17,954

 

Open Market Purchase

   

06/23/2021

 

13,158

 

Open Market Purchase

   

06/24/2021

 

9,479

 

Open Market Purchase

   

06/25/2021

 

13,211

 

Open Market Purchase

   

06/28/2021

 

6,356

 

Open Market Purchase

   

06/29/2021

 

5,417

 

Open Market Purchase

   

06/30/2021

 

3,000

 

Open Market Purchase

   

07/01/2021

 

8,592

 

Open Market Purchase

   

07/02/2021

 

5,406

 

Open Market Purchase

   

07/06/2021

 

3,000

 

Open Market Purchase

   

07/07/2021

 

8,585

 

Open Market Purchase

   

07/09/2021

 

11,423

 

Open Market Purchase

   

07/12/2021

 

3,577

 

Open Market Purchase

   

07/14/2021

 

4,001

 

Open Market Purchase

   

07/15/2021

 

17,344

 

Open Market Purchase

   

07/16/2021

 

5,000

 

Open Market Purchase

   

07/19/2021

 

13,655

 

Open Market Purchase

   

07/20/2021

 

2,000

 

Open Market Purchase

   

08/12/2021

 

3,000

 

Open Market Purchase

   

08/23/2021

 

11,407

 

Open Market Purchase

   

08/24/2021

 

3,594

 

Open Market Purchase

   

08/26/2021

 

10,000

 

Open Market Purchase

   

08/31/2021

 

34,999

 

Open Market Purchase

2

Participant

 

Date of
Purchase
/Sale

 

Number of
Shares
 of the
Common Stock

 

Transaction Type

   

09/01/2021

 

1,889

 

Open Market Purchase

   

09/07/2021

 

12,448

 

Open Market Purchase

   

09/08/2021

 

25,663

 

Open Market Purchase

   

09/09/2021

 

28,624

 

Open Market Purchase

Certain affiliates of Bradley Radoff that no longer beneficially own any securities of the Company

 

10/10/2019

 

600

 

Open Market Purchase

   

11/04/2019

 

200

 

Open Market Purchase

   

11/06/2019

 

800

 

Open Market Purchase

   

11/07/2019

 

900

 

Open Market Purchase

   

11/12/2019

 

5,052

 

Open Market Sale

   

11/14/2019

 

3,000

 

Open Market Sale

   

11/15/2019

 

1,000

 

Open Market Sale

   

12/10/2019

 

3,552

 

Open Market Purchase

   

12/13/2019

 

5,701

 

Open Market Purchase

   

12/16/2019

 

399

 

Open Market Purchase

   

12/23/2019

 

4,900

 

Open Market Purchase

   

01/14/2020

 

251

 

Open Market Sale

   

02/07/2020

 

351

 

Open Market Purchase

   

03/11/2020

 

200

 

Open Market Purchase

   

03/17/2020

 

12,483

 

Open Market Sale

   

03/18/2020

 

6,514

 

Open Market Sale

   

03/19/2020

 

600

 

Open Market Sale

   

03/19/2020

 

10,888

 

Open Market Sale

   

03/20/2020

 

2,000

 

Open Market Sale

   

03/20/2020

 

11,396

 

Open Market Sale

   

03/23/2020

 

100

 

Open Market Sale

   

03/23/2020

 

1,000

 

Open Market Sale

   

03/24/2020

 

310

 

Open Market Purchase

   

03/24/2020

 

5,800

 

Open Market Sale

   

03/24/2020

 

1,000

 

Open Market Sale

   

03/25/2020

 

100

 

Open Market Purchase

   

03/25/2020

 

2,000

 

Open Market Sale

   

03/25/2020

 

1,000

 

Open Market Sale

   

03/26/2020

 

14,257

 

Open Market Sale

   

03/26/2020

 

1,000

 

Open Market Sale

   

03/27/2020

 

708

 

Open Market Sale

   

03/27/2020

 

1,000

 

Open Market Sale

   

03/30/2020

 

1,300

 

Open Market Sale

   

03/30/2020

 

1,000

 

Open Market Sale

   

03/31/2020

 

2,000

 

Open Market Sale

   

03/31/2020

 

1,000

 

Open Market Sale

   

04/01/2020

 

2,500

 

Open Market Sale

   

04/01/2020

 

1,000

 

Open Market Sale

   

04/02/2020

 

1,000

 

Open Market Purchase

   

04/02/2020

 

500

 

Open Market Sale

   

04/03/2020

 

1,000

 

Open Market Sale

3

Participant

 

Date of
Purchase
/Sale

 

Number of
Shares
 of the
Common Stock

 

Transaction Type

   

04/06/2020

 

1,000

 

Open Market Sale

   

04/07/2020

 

1,000

 

Open Market Sale

   

04/08/2020

 

1,000

 

Open Market Sale

   

04/09/2020

 

11,331

 

Open Market Sale

   

04/13/2020

 

14,124

 

Open Market Sale

   

04/14/2020

 

28,675

 

Open Market Sale

   

04/15/2020

 

14,487

 

Open Market Sale

   

04/16/2020

 

16,994

 

Open Market Sale

   

04/17/2020

 

500

 

Open Market Purchase

   

04/20/2020

 

100

 

Open Market Purchase

   

04/27/2020

 

10,790

 

Open Market Sale

   

04/28/2020

 

9,210

 

Open Market Sale

   

05/11/2020

 

10,600

 

Open Market Sale

   

05/12/2020

 

10,000

 

Open Market Sale

   

05/26/2020

 

7,400

 

Open Market Sale

   

06/03/2020

 

10,053

 

Open Market Sale

   

07/20/2020

 

2,600

 

Open Market Sale

   

09/23/2020

 

4,538

 

Open Market Sale

   

10/06/2020

 

453

 

Open Market Sale

   

11/04/2020

 

3,618

 

Open Market Sale

   

11/05/2020

 

6,400

 

Open Market Sale

   

11/06/2020

 

4,991

 

Open Market Sale

   

11/23/2020

 

6,858

 

Open Market Sale

   

12/21/2020

 

31,251

 

Open Market Sale

   

12/22/2020

 

7,851

 

Open Market Sale

   

12/23/2020

 

4,040

 

Open Market Sale

Voting Matters

If you have already returned your BLUE proxy card or voting instruction form, you do not need to take any action unless you wish to change your vote. The BLUE proxy cards and voting instruction forms already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked.

Shares represented by BLUE proxy cards or voting instruction forms returned before the Annual Meeting will be voted for the Concerned Shareholders of Rocky Mountain’s nominees as instructed on the BLUE proxy cards or voting instruction form, except that votes will not be cast for Ms. Thompson because she is no longer standing for election. If you have not yet voted, please complete the BLUE proxy card or voting instruction form, disregarding Ms. Thompson’s name as a nominee for election as director.

None of the other agenda items presented in the Proxy Statement are affected by this Amendment, and shares represented by BLUE proxy cards or voting instruction forms returned before the Annual Meeting will be voted with respect to all other matters properly brought before the Annual Meeting as instructed on the BLUE proxy card or voting instruction form.

Information regarding how to vote your shares, or revoke your proxy card or voting instructions, is available in the Proxy Statement.

4

If you have any questions or need assistance in voting your BLUE proxy card, or need additional copies of the Concerned Shareholders of Rocky Mountain’s proxy materials, please contact InvestorCom at the phone number listed below:

19 Old Kings Highway S. — Suite 210
Darien, CT 06820
Toll Free (877) 972-0090
Banks and Brokers call collect (203) 972-9300
info@investor-com.com

Important Additional Information

AB Value Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor (collectively, the “Participants”) have filed a definitive proxy statement and an accompanying BLUE proxy card with the SEC to solicit proxies from shareholders of the Company for use at the 2021 Annual Meeting. THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Such proxy materials are available at no charge on the SEC’s website at http://www.sec.gov. In addition, the Participants in this proxy solicitation will provide copies of the proxy statement without charge, upon request. Requests for copies should be directed to the Participants’ proxy solicitor.

Certain Information Regarding the Participants

The Participants in the proxy solicitation are: AB Value Partners, LP, AB Value Management LLC, Andrew T. Berger, Bradley Radoff, Rhonda J. Parish, Mark Riegel, and Sandra Elizabeth Taylor. As of September 23, 2021, AB Value Partners, LP directly owns 224,855 shares of common stock, $0.001 par value per share of the Company (“Common Stock”). As of September 23, 2021, AB Value Management LLC beneficially owns 460,189 shares of Common Stock. As of September 23, 2021, Mr. Radoff directly owns 433,624 shares of Common Stock. As of September 23, 2021, none of Mr. Berger, Ms. Parish, Mr. Riegel, or Ms. Taylor directly own any shares of Common Stock.

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