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As filed with the Securities and Exchange Commission on September 11, 2007
Registration No. 333-119107
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Rocky Mountain Chocolate Factory, Inc.
(Exact name of Registrant as specified in its charter)
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Colorado
(State or other jurisdiction of incorporation or organization)
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84-0910696
(I.R.S. Employer Identification No.) |
265 Turner Drive
Durango, Colorado 81303
(970) 259-0554
(Address of principal executive offices, including zip code)
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 2004
STOCK OPTION PLAN
(Full title of the plan)
Franklin E. Crail
Chairman of the Board, Chief Executive Officer and President
Rocky Mountain Chocolate Factory, Inc.
265 Turner Drive
Durango, Colorado 81303
(970) 259-0554
(Name, address and telephone number, including area code, of agent for service)
______________________
Copy to:
Sonny Allison
Perkins Coie LLP
1899 Wynkoop Street, Suite 700
Denver, Colorado 80202-1043
303-291-2300
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Title of Securities |
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Amount to Be |
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Proposed Maximum |
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Aggregate Offering |
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Amount of |
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to Be Registered |
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Registered |
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Offering Price Per Share |
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Price) |
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Registration Fee |
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Common Stock, par
value $.03 per share,
together with
associated preferred
stock purchase rights,
under the Rocky
Mountain Chocolate
Factory, Inc. 2004
Stock Option Plan |
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(1) |
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(1) |
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(1) |
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(1) |
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No additional shares are being registered and registration fees were paid upon
filing of the original Form S-8 Registration Statement with the Securities and
Exchange Commission on September 17, 2004 (Registration No. 333-119107) for the plan.
Therefore, no further registration fee is required. |
TABLE OF CONTENTS
EXPLANATORY NOTE
The Registrant suspended its 2004 Stock Option Plan, as amended (the “2004 Plan”) with respect
to issuances of new stock option grants thereunder, effective August 17, 2007, and adopted a new
plan, the Rocky Mountain Chocolate Factory, Inc. 2007 Equity Incentive Plan (the “2007 Plan”),
effective as of August 17, 2007. The Registrant’s Form S-8 Registration Statement filed with the
Securities and Exchange Commission (the “Commission”) on September 17, 2004 (Registration No.
333-119107) (the “Registration Statement”) is hereby amended to provide that up to 28,380 shares
available for issuance, but not issued or subject to outstanding options, under the 2004 Plan (the
“Unissued Option Shares”) are no longer issuable under the 2004 Plan and may now be issued under
the 2007 Plan. A registration statement on Form S-8 with respect to the Unissued Option Shares, is
being filed with the Commission concurrently with this Post-Effective Amendment No. 1.
The Registration Statement shall remain in effect for purposes of outstanding stock options
granted under the 2004 Plan.
The contents of the Registration Statement are otherwise incorporated by reference into this
Post-Effective Amendment No. 1 to such Registration Statement, except as described herein.
Required consents and signatures are included in this amendment.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. EXHIBITS
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| Exhibit |
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| Number |
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Description |
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5.1*
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Opinion of Perkins Coie llp regarding legality of the
Common Stock being registered |
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23.1
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Consent of Ehrhardt Keefe Steiner & Hottman PC |
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23.2*
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Consent of Perkins Coie llp |
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24.1*
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Power of Attorney |
* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Durango, State of Colorado, on
September 11, 2007.
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ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
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By: |
/s/ Franklin E. Crail
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Name: |
Franklin E. Crail |
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Title: |
President, Chief Executive Officer, and Chairman of the Board |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to Registration Statement has been signed by the following persons in the capacities indicated
below on September 11, 2007.
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| Signature |
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Title |
/s/ Franklin E. Crail
Franklin E. Crail |
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President, Chief Executive Officer, and Chairman of the Board
(Principal Executive Officer) |
| /s/ Bryan J. Merryman
Bryan J. Merryman |
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Chief Operating Officer, Chief Financial Officer, Treasurer and
Director (Principal Financial Officer
and Principal Accounting Officer) |
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Gerald A. Kien |
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Director |
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Lee N. Mortenson |
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Director |
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Fred M. Trainor |
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Director |
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Clyde Wm. Engle |
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Director |
| *By: /s/ Franklin E. Crail
Franklin E. Crail, Attorney-in-Fact |
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INDEX TO EXHIBITS
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| Exhibit |
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| Number |
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Description |
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5.1*
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Opinion of Perkins Coie llp regarding legality of the
Common Stock being registered |
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23.1
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Consent of Ehrhardt Keefe Steiner & Hottman PC |
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23.2*
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Consent of Perkins Coie llp |
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24.1*
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Power of Attorney |
* Previously filed.