UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 11-K -------------------- (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ------ ------ Commission File No. 0-14749 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(K) PLAN (FULL TITLE OF PLAN AND ADDRESS OF PLAN IF DIFFERENT FROM THAT OF ISSUER NAMED BELOW) -------------------- ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 265 Turner Drive Durango, Colorado 81301 (NAME OF ISSUER OF SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE) REQUIRED INFORMATION The report filed as Exhibit 1 hereto (the "Plan Information") is incorporated by reference herein in satisfaction of the financial statement requirements of Form 11-K pursuant to Item 4 of Form 11-K. The Plan Information has been prepared in accordance with the financial reporting requirements of ERISA. ERISA (without regard to the limited scope exemption contained in Section 103(a)(3)(C) thereof) does not require the Plan Information to be examined by an independent accountant. EXHIBITS Exhibit Number Description - -------- ----------- 1 Return/Report of the Plan on Form 5500 for the year ended February 28, 1998 2 Form of Rocky Mountain Chocolate Factory, Inc. 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Registration No. 33-79342) filed on May 25, 1994). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator of the Rocky Mountain Chocolate Factory, Inc. 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 401(K) PLAN BY: Rocky Mountain Chocolate Factory, Inc., Plan Administrator Date: August 31, 1998 By: /s/ Bryan J. Merryman --- -------------------------------------------- Bryan J. Merryman, Vice President-Finance 3 INDEX TO EXHIBITS Exhibit Number Description - -------- ----------- 1 Return/Report of the Plan on Form 5500 for the year ended February 28, 1998 2 Form of Rocky Mountain Chocolate Factory, Inc. 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (Registration No. 33-79342) filed on May 25, 1994). 4