0001193805-21-001675.txt : 20211202 0001193805-21-001675.hdr.sgml : 20211202 20211202083036 ACCESSION NUMBER: 0001193805-21-001675 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20211202 DATE AS OF CHANGE: 20211202 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89350 FILM NUMBER: 211465029 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: SC 13D/A MAIL ADDRESS: STREET 1: 1177 WEST LOOP SOUTH STREET 2: SUITE 1625 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D/A 1 e621124_sc13da-rmcf.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 1)1

 

Rocky Mountain Chocolate Factory, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

774678403

(CUSIP Number)

 

BRADLEY L. RADOFF

2727 Kirby Drive

Unit 29L

Houston, Texas 77098

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 30, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

_______________________________

1       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

         The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 774678403

 

  1   NAME OF REPORTING PERSON  
         
       

Bradley L. Radoff

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

PF

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         570,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

- 0 -

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          570,000  
    10   SHARED DISPOSITIVE POWER  
           
         

- 0 -

  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

570,000

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

9.3%

  
  14   TYPE OF REPORTING PERSON  
         
       

IN

  

  

2 

CUSIP No. 774678403

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 570,000 Shares directly owned by Mr. Radoff is approximately $4,273,677, including brokerage commissions.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

The Reporting Person is encouraged by the Issuer’s Board refreshment and the quality and diversity of the four new directors, Gabriel Arreaga, Elisabeth B. Charles, Mark Riegel and Sandra Elizabeth Taylor (the “New Directors”). However, the Reporting Person strongly believes, and has communicated to the Board on multiple occasions, that one of the New Directors should be selected as the Chairperson of the newly refreshed Board, and that Jeffrey Geygan is conflicted and unqualified to serve as Chairman. The Reporting Person intends to continue to advocate for a new Chairperson and for a successful search for a new highly-qualified Chief Executive Officer to replace Bryan Merryman. The Reporting Person intends to take any necessary action he deems advisable if the new Board fails to act in the best interests of stockholders and make progress executing on the Issuer’s strategic transformation.

 

Item 5.Interest in Securities of the Issuer.

 

Items 5(a) – (c) are hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by Mr. Radoff is based upon 6,127,581 Shares outstanding as of October 10, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 15, 2021.

 

Mr. Radoff

 

(a)As of the close of business on December 1, 2021, Mr. Radoff directly beneficially owned 570,000 Shares.

 

Percentage: Approximately 9.3%

 

(b)1. Sole power to vote or direct vote: 570,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 570,000
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Mr. Radoff since the filing of the Schedule 13D are set forth on Schedule A and are incorporated herein by reference.

 

3 

CUSIP No. 774678403

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 2, 2021

 

  /s/ Bradley L. Radoff
  Bradley L. Radoff

 

4 

CUSIP No. 774678403

 

SCHEDULE A

 

Transaction in the Shares Since the Filing of the Schedule 13D

 

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

BRADLEY L. RADOFF

 

Purchase of Common Stock 3,021 8.9832 11/02/2021
Purchase of Common Stock 6,246 8.9953 11/03/2021
Purchase of Common Stock 2,201 8.9551 11/04/2021
Purchase of Common Stock 6,572 8.9785 11/05/2021
Purchase of Common Stock 4,876 8.9715 11/08/2021
Purchase of Common Stock 1,105 9.1449 11/12/2021
Purchase of Common Stock 199 9.3000 11/19/2021
Purchase of Common Stock 801 9.3475 11/22/2021
Purchase of Common Stock 4,010 9.0490 11/23/2021
Purchase of Common Stock 1,000 9.0000 11/24/2021
Purchase of Common Stock 5,000 8.6332 11/29/2021
Purchase of Common Stock 33,700 8.4744 11/30/2021
Purchase of Common Stock 10,290 8.6371 12/01/2021