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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-14749
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CUSIP NUMBER
774 6784 03
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(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: February 28, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT
OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART 1--REGISTRANT INFORMATION
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Full Name of Registrant: Rocky Mountain Chocolate Factory, Inc.
Former Name if Available:
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Address of Principal Executive Office (STREET AND NUMBER): 265 Turner Drive
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City, State and Zip Code: Durango, Colorado 81301
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PART II--RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition report
[X] | on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
| will be filed on or before the fifteenth calendar day following
| the prescribed due date; or the subject quarterly report or
| transition report on Form 10-Q, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period: The Registrant is
currently negotiating a definitive agreement for the sale of a discontinued
business segment and expects to execute such an agreement during the first
week of June 1998. The results of these negotiations will have a material
impact on management's estimates of the fair market value of the net assets
of the discontinued operations to be sold and/or disposed of and,
accordingly, will have a material impact on the Registrant's financial
condition and results of operations as reported in the Form 10-K. In
addition, the individuals responsible for negotiating and consummating the
transaction on behalf of the Registrant are also responsible for compiling
the necessary information and preparing the Annual Report. As a result, the
Registrant is unable to file its Annual Report on Form 10-K in the prescribed
time period without unreasonable effort or expense.
(Attach Extra Sheets if Needed)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Bryan J. Merryman (970) 259-0554
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. As indicated above, the pending
disposition of a discontinued business segment is expected to have a material
impact on the Registrant's reported results of operations. Because the terms of
the transaction are still subject to negotiation, such impact cannot be
reasonably quantified prior to consummation of negotiations on the material
terms and conditions of the transaction. Apart from the impact of that
transaction, the Registrant expects to report positive net income and diluted
earnings per share for the fiscal year ended February 28, 1998, compared to a
net loss for the fiscal year ended February 28, 1997.
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 29, 1998 By: /s/ BRYAN J. MERRYMAN
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Bryan J. Merryman, Vice President-Finance and
Chief Financial Officer
