0000921895-22-002302.txt : 20220729 0000921895-22-002302.hdr.sgml : 20220729 20220729140115 ACCESSION NUMBER: 0000921895-22-002302 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220729 DATE AS OF CHANGE: 20220729 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rocky Mountain Chocolate Factory, Inc. CENTRAL INDEX KEY: 0001616262 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 471535633 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36865 FILM NUMBER: 221119870 BUSINESS ADDRESS: STREET 1: 265 TURNER DRIVE CITY: DURANGO STATE: CO ZIP: 80202 BUSINESS PHONE: (970) 259-0554 MAIL ADDRESS: STREET 1: 265 TURNER DRIVE CITY: DURANGO STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Rocky Mountain Brands, Inc. DATE OF NAME CHANGE: 20140808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Radoff Bradley Louis CENTRAL INDEX KEY: 0001380585 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1625 CITY: HOUSTON STATE: TX ZIP: 77027 DFAN14A 1 dfan14a09076041_07292022.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

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:

 

☐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

Andrew T. Berger

Bradley L. Radoff

Mary Bradley

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

 

Payment of Filing Fee (Check all boxes that apply):

 

☒No fee required

 

☐Fee paid previously with preliminary materials

  

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

AB Value Partners, LP, Bradley L. Radoff and the other participants named herein (collectively, the “AB Value-Radoff Group”), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its highly-qualified director nominee at the 2022 annual meeting of stockholders of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”).

On July 29, 2022, the AB Value-Radoff Group issued the following statement:

AB Value-Radoff Group Announces Acceptance of Latest Settlement Terms Proposed by Rocky Mountain Chocolate Factory

 

Looks Forward to Promptly Receiving a Standard Cooperation Agreement That Provides for the Addition of a New, Highly Qualified Director and Customary Terms

 

WESTFIELD, N.J.--(BUSINESS WIRE)--AB Value Management LLC and Bradley L. Radoff (together with their affiliates, the "AB Value-Radoff Group" or "we"), who own approximately 17.6% of the outstanding shares of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) ("Rocky Mountain" or the "Company"), today issued the following statement:

 

“Earlier this week, our representative informed Rocky Mountain’s legal counsel that we agree to all of the Company’s latest publicly disclosed settlement terms. The framework we have agreed to provides for the addition of our nominee to the Board of Directors and other customary terms. By compromising with Rocky Mountain, we hope to facilitate improved corporate governance and enhanced value creation over the long-term. We intend to engage in good faith to expeditiously finalize a cooperation agreement that can benefit all of the Company’s stockholders.”

 

Contacts

 

Saratoga Proxy Consulting

John Ferguson / Joe Mills, 212-257-1311

info@saratogaproxy.com

 

Longacre Square Partners

Greg Marose / Bela Kirpalani, 646-386-0091

gmarose@longacresquare.com / bkirpalani@longacresquare.com