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. __)
Filed
by the Registrant ☐ Filed by a Party other than the Registrant ☒
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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Rocky
Mountain Chocolate Factory, Inc.
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(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)
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of Filing Fee (Check the appropriate box):
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AB
Value Partners, LP, AB Value Management LLC (together with AB Value Partners, LP, “AB Value”), Bradley Radoff, Andrew T.
Berger, Rhonda J. Parish, Mark Riegel and Sandra Elizabeth Taylor filed a definitive 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 shareholders (including any other meeting of shareholders held in lieu thereof, and adjournments,
postponements, reschedulings or continuations thereof, the “Annual Meeting”) of Rocky Mountain Chocolate Factory, Inc., a
Delaware corporation, and for the approval of a business proposal to be presented at the Annual Meeting.
On
September 24, 2021, AB Value issued a press release, a copy of which is filed as Exhibit 1.
Exhibit
1
Concerned Shareholders
of Rocky Mountain Announce “Town Hall”-Style Update
Believes
that Shareholders Deserve a Chance to Communicate Directly with the Concerned Shareholders of Rocky Mountain
The
Forum will Feature each Candidate of the Concerned Shareholders of Rocky Mountain
To
be Hosted Virtually on Monday, September 27 at 3:00PM EDT
WESTFIELD, N.J.--(BUSINESS
WIRE)--AB Value Management LLC, collectively with its affiliates (“AB Value”), and the other participants in this solicitation
(collectively, the “Concerned Shareholders of Rocky Mountain”) representing approximately 14.59% of the outstanding shares
of Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) (the “Company”), today announced that Concerned Shareholders of Rocky
Mountain will be hosting a town hall for shareholders on Monday, September 27 at 3:00pm EDT.
“We
strongly encourage all Rocky Mountain Chocolate Factory shareholders to attend our Town Hall-style meeting,” commented Andrew
T. Berger, Managing Member of AB Value. “With such an important decision looming, we want to provide shareholders every opportunity
to learn about the full scope of our efforts to unlock value for shareholders and the current Board’s crude attempts to thwart
the shareholder franchise.”
Mr.
Berger continued, “David Polonitza, representing AB Value, plus nominees for the Board of Directors - Mark Riegel, Sandra Elizabeth
Taylor, and Rhonda J. Parish - will be on the call and available for questions. Questions may be submitted in advance to RMCF@investor-com.com.
With the 2021 Annual meeting less than two weeks away, we strongly encourage all shareholders to act now and vote for the Concerned Shareholders
of Rocky Mountain on the Blue proxy card.”
The
Concerned Shareholders of Rocky Mountain believe that the more shareholders take the time to interact and communicate with the group’s
candidates, the more shareholders will see that the choice is clear.
The
Director-Nominees
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Rhonda
J. Parish – Has decades of corporate governance, franchising and legal experience
in the retail and restaurant industries in her executive leadership at public companies,
such as Walmart, Denny’s, Einstein Bagels and Ruby Tuesday.
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Mark
Riegel – Possesses extensive executive expertise specifically within the chocolate
and confection industry, particularly with respect to manufacturing and marketing, including
at Russell Stover Chocolates, Ferrara Candy Company, and beginning career in brand management
at Kraft.
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Sandra
Elizabeth Taylor – Brings a much-needed skillset to the Company of corporate social
responsibility, combined with her decades of experience serving on public company boards
and within executive leadership at DE Master Blenders/Sara Lee (former director), Cappella
Education (former director) Starbucks (SVP, Corporate Responsibility) and Kodak (VP, Public
Affairs).
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Details
on the Town Hall-style meeting
When:
Monday, September 27, 3:00pm EDT
Where: https://agm.issuerdirect.com/rmcf
Important
Additional Information
AB
Value Partners, LP and 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.
Contacts
John
Glenn Grau
InvestorCom LLC
(203) 295-7841
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