8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2005

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

(Exact name of registrant as specified in is charter)

Colorado
(State or other jurisdiction
of incorporation) 0-14749
(Commission
File Number) 84-0910696
(IRS Employer
Identification No.)

265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (970) 259-0554

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01   Other Events
	Item 9.01   Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
Notice of Annual Meeting

Item 8.01   Other Events

     The Company has delivered to shareholders a Notice of Annual Meeting in satisfaction of certain state law notice requirements, establishing that the Company’s Annual Meeting shall occur, as previously announced, on Friday, July 15, 2005, and has elected to furnish this Notice of Annual Meeting as an exhibit to this Form 8-K.

Item 9.01   Financial Statements and Exhibits

     (c)       Exhibits

Item	Exhibit
99.1	Notice of Annual Meeting, dated June 8, 2005.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
Date: June 8, 2005	By:	/s/ Bryan J. Merryman
		Bryan J. Merryman, Chief Operating
		Officer, Chief Financial Officer,       Treasurer and Director

3

INDEX TO EXHIBITS

Item
Number	Exhibit
99.1	Notice of Annual Meeting, dated June 8, 2005

EX-99.1

EXHIBIT 99.1

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
265 Turner Drive
Durango, Colorado 81303

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON July 15, 2005

To our Shareholders:

     The 2005 Annual Meeting of Shareholders of Rocky Mountain Chocolate Factory, Inc. (the “Company”) will be held on Friday, July 15, 2005 at 10:00 a.m. (local time), at The Doubletree Hotel, 501 Camino Del Rio, Durango, Colorado 81303 for the following purposes:

1.	To elect six directors to serve until the fiscal 2006 Annual Meeting of Shareholders and until their respective successors are elected and qualified.
2.	To consider and vote upon a proposal to amend the Company’s Articles of Incorporation to increase from 7,250,000 to 100,000,000 the aggregate number of shares of Common Stock that the Company is authorized to issue.
3.	To consider and vote upon a proposal to amend the Company’s 2000 Nonqualified Stock Option Plan for Nonemployee Directors to increase from 138,600 to 199,800 the aggregate number of shares of Common Stock authorized for issuance under such plan.
4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

     Only holders of Common Stock of record at the close of business on May 31, 2005 will be entitled to notice of and to vote at the meeting or any adjournments thereof.

THE COMPANY WILL FILE A PROXY STATEMENT, CONTAINING A DESCRIPTION OF THE DIRECT AND INDIRECT INTEREST OF THE MANAGEMENT AT WHOSE DIRECTION THIS NOTICE IS BEING GIVEN, WITH THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO THE ANNUAL MEETING. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. A FREE COPY OF THE PROXY STATEMENT, ONCE IT IS FILED, AS WELL AS OTHER FILINGS CONTAINING INFORMATION ABOUT THE COMPANY, CAN BE OBTAINED WITHOUT CHARGE AT THE SEC’S WEB SITE (HTTP://WWW.SEC.GOV). COPIES OF THE PROXY STATEMENT WILL ALSO BE MAILED, WITHOUT CHARGE, TO EACH SHAREHOLDER OF RECORD AS OF THE CLOSE OF BUSINESS ON MAY 31, 2005, OR MAY BE OBTAINED BY DIRECTING A REQUEST TO THE COMPANY.

By order of the Board of Directors
 

 

Virginia M. Perez  

Secretary 

Durango, Colorado
June 8, 2005