Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On May 19, 2009, the Board of Directors (the "Board") of Rocky Mountain Chocolate Factory, Inc. (the "Company") adopted a resolution to amend the Amended Articles of Incorporation of the Company. The Articles of Amendment to Articles of Incorporation (the "Amendment") approved by the Board was filed by the Company with the Colorado Secretary of State on May 19, 2009. The Amendment clarifies that the Company's $1.00 Cumulative Convertible Preferred Stock has been undesignated and amends the rights and preferences of the Company's Series A Junior Participating Preferred Stock, par value $0.10 per share (the "Preferred Stock") to reflect the rights (the "Rights") declared by the Board on May 19, 2009 pursuant to the Amended and Restated Rights Agreement (the "Rights Agreement") dated as of May 19, 2009 by and between the Company and Computershare Trust Company, N.A., whereby each registered holder of a Right is entitled to purchase from the Company one one-thousandth of a share of Preferred Stock rather than one one-hundredth of a share of Preferred Stock as set forth in the prior rights agreement, the Rights Agreement between the Company and American Securities Transfer & Trust, Inc. dated May 28, 1999 . The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated herein by reference. See the Current Report on Form 8-K filed by the Company on May 19, 2009 and incorporated herein by reference for a description of the Preferred Stock, the Rights Agreement and the Rights.

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