-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RtnM1fZH8RgFby4CX/BsooSq1SaQL66wBGTnw1TLe4k+qk21HPGSIUfEqbCoImIP X+/dVFYGgtKh29CGQ2LXnw== 0000914317-04-002924.txt : 20040802 0000914317-04-002924.hdr.sgml : 20040802 20040802112426 ACCESSION NUMBER: 0000914317-04-002924 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040729 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RONSON CORP CENTRAL INDEX KEY: 0000084919 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 220743290 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01031 FILM NUMBER: 04944137 BUSINESS ADDRESS: STREET 1: CORPORATE PARK III CAMPUS DR STREET 2: PO BOX 6707 CITY: SOMERSET STATE: NJ ZIP: 08875-6707 BUSINESS PHONE: 7324698300 FORMER COMPANY: FORMER CONFORMED NAME: ART METAL WORKS INC DATE OF NAME CHANGE: 19680429 8-K 1 form8k-62156_ronson.txt SECURITIES & 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) July 29, 2004 ------------- RONSON CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 1-1031 22-0743290 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Corporate Park III, Campus Dr., P.O. Box 6707, Somerset, NJ 08875-6707 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (732) 469-8300 -------------- Page 2 of 4 RONSON CORPORATION FORM 8-K INDEX PAGE ---- ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 3 Page 3 of 4 Item 5. Other Events and Regulation FD Disclosure On July 29, 2004, Ronson Corporation (the "Company") issued a press release in the form attached as Exhibit 99.a, which is incorporated herein by reference. The furnishing of this information shall not be deemed an admission as to the materiality of the information included in this current report. This information is not filed but is furnished pursuant to Regulation FD. Item 7. Financial Statements and Exhibits a) Financial Statements: None. b) Pro Forma Financial Information: None. c) Exhibits: 99.a) Ronson Corporation Press Release dated July 29, 2004, "Ronson Files Counter Complaint Against Steel Partners". 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 hereunto duly authorized. Ronson Corporation /s/Daryl K. Holcomb ------------------------ Daryl K. Holcomb Vice President & Chief Financial Officer, Controller and Treasurer Dated: July 29, 2004 EX-99.A 2 exhibit99-a.txt Page 4 of 4 Exhibit 99.a RONSON FILES COUNTER COMPLAINT AGAINST STEEL PARTNERS Somerset, N.J., July 29, 2004 - Ronson Corporation (NASDAQ SmallCap RONC) - Ronson Corporation ("Ronson") and certain of its directors have filed a Counterclaim and Third-Party Complaint in the Superior Court of New Jersey against Warren G. Lichtenstein ("Lichtenstein"), Steel Partners II, L.P. ("Steel") and certain close associates, namely Jack Howard, Howard M. Lorber and Ronald Hayes. The Counterclaim and Third-Party Complaint is based on the Shareholders Protection Act adopted by the New Jersey legislature a number of years ago for the specific purpose of protecting the interests of shareowner investors in New Jersey corporations. The Act requires persons seeking to acquire control of New Jersey corporations to provide full and accurate notification and information to such shareowners and the investing public generally of all information pertinent to the intended purpose. The Counterclaim and Third-Party Complaint seeks compensatory and punitive damages, costs and interest. In addition, it specifically seeks the public disclosure of the names and stockholdings in Ronson of Steel, all limited partners of Steel and all persons acting in concert with them who are direct or indirect participants in activities directed at the acquisition of stock in or for control of Ronson. Steel is a limited partnership organized by Lichtenstein for the prime purpose of acquiring control or otherwise benefiting from the investment in micro/small cap companies whose stock is undervalued, in most cases due primarily to market conditions and the lack of market interest by institutional investors. Ronson Corporation's operations include its wholly owned subsidiaries: 1) Ronson Consumer Products Corporation in Woodbridge, N.J., and Ronson Corporation of Canada Ltd., manufacturers and marketers of Ronson consumer products; and 2) Ronson Aviation, Inc., a fixed based operator at Trenton-Mercer Airport, Trenton, N.J., providing fueling, sales/services of aircraft, charter, avionics and hangar/office leasing. -30- COMPANY CONTACT DARYL K. HOLCOMB (732) 469-8300 -----END PRIVACY-ENHANCED MESSAGE-----