-----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, LTyU45ZxIvWfKFj8wG5aZ+Ocd05/hsgW9b3LQ5FmVa8Y9Eu8WpG080MVkMI6JHQO 7VZPBCNwhzK7eGbBde2Xtw== 0000914317-04-003863.txt : 20041027 0000914317-04-003863.hdr.sgml : 20041027 20041027164420 ACCESSION NUMBER: 0000914317-04-003863 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 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: 041099993 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-63657_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) October 21, 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 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Page 2 of 6 RONSON CORPORATION FORM 8-K INDEX PAGE ---- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION 3 ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION 3 OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS 3 Page 3 of 6 Item 2.02. Result of Operations and Financial Condition On October 22, 2004, Ronson Corporation (the "Company") issued a press release in the form attached as Exhibit 99.a, which is incorporated herein by reference. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On October 21, 2004, the Company's Board of Directors expanded the size of the Board from seven members to nine and appointed two new independent directors, Ms. Barbara L. Collins and Mr. Paul H. Einhorn. Ms. Collins will serve on the Compensation Committee. Mr. Einhorn will serve as Chairman of the Audit Committee and as a member of the Nominating Committee and the Compensation Committee. Both of these newly appointed directors will be submitted to the stockholders for election at the 2004 Annual Meeting of Stockholders. There are no arrangements or understandings between either of the new directors and any other person, pursuant to which such director was selected as a director. There have been no transactions between the Company and any entity in which either of the new directors has had a material interest. Item 9. Financial Statements and Exhibits a) Financial Statements: None. b) Pro Forma Financial Information: None. c) Exhibits: 99.a) Ronson Corporation Press Release dated October 22, 2004, "Ronson Reports Sales and Earnings in the Third Quarter and Nine Months 2004". 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: October 27, 2004 EX-99.A 2 exhibit99-a.txt Page 4 of 6 Exhibit 99.a RONSON REPORTS SALES AND EARNINGS IN THE THIRD QUARTER AND NINE MONTHS 2004 Somerset, N.J., October 22, 2004 - Ronson Corporation (NASDAQ SmallCap RONC) today reported: Sales - ----- The Company's Net Sales were $20,404,000 in the nine months of 2004 as compared to $19,696,000 in the nine months of 2003, an increase of 4%, and were $6,979,000 in the third quarter of 2004 compared to $6,344,000 in the third quarter of 2003, an increase of 10%. Results of Operations - --------------------- The Company's operating earnings (Earnings before Other Charges and Income Taxes) in the nine months of 2004 were $641,000 compared to the Company's operating earnings in the nine months of 2003 of $1,087,000. The Company's Net Earnings in the nine months of 2004 were $212,000 as compared to $428,000 in the nine months of 2003. The Net Earnings in the nine months of 2004 were after a second quarter 2004 expense of $122,000 for state income taxes related to an assessment by the State of New Jersey for prior years. (Refer to Note 2 below). 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. -MORE- Page 5 of 6 RONSON CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE QUARTER ENDED SEPTEMBER 30: - ----------------------------------- 2004 2003 ---- ---- Net sales $ 6,979,000 $ 6,344,000 Earnings before other charges and income taxes 43,000 511,000 Other charges 15,000 (1) 143,000 (1) Earnings before income taxes 28,000 368,000 Income tax expenses 17,000 165,000 Net earnings 11,000 203,000 Net earnings per common share (3,4): Basic $ .00 $ .05 Diluted .00 .05 Average Common Shares Outstanding (3,4): Basic 4,087,000 4,033,000 Diluted 4,135,000 4,130,000 FOR THE NINE MONTHS ENDED SEPTEMBER 30: - --------------------------------------- 2004 2003 ---- ---- Net Sales $20,404,000 $19,696,000 Earnings before other charges and income taxes 641,000 1,087,000 Other charges 115,000 (1) 373,000 (1) Earnings before income taxes 526,000 714,000 Income tax expenses 314,000 (2) 286,000 Net earnings 212,000 428,000 Net earnings per common share (3,4): Basic $ .05 $ .10 Diluted .05 .10 Average common shares outstanding (3,4): Basic 4,068,000 4,033,000 Diluted 4,148,000 4,100,000
-MORE- Page 6 of 6 FOOTNOTES: - ---------- (1) The third quarters and nine months of 2004 and 2003 included other charges which were the legal fees incurred as a result of the derivative action filed by a stockholder, net of related insurance reimbursements. (2) The income tax expenses in the nine months of 2004 included an accrual of state income taxes of $122,000 ($81,000 net of the federal income tax effect). This accrual related to the Company's appeal in the Tax Court of an assessment by the State of New Jersey of $122,000 in income taxes for the years 1997-2000. In June 2004 the New Jersey Tax Court upheld the assessment by the State of New Jersey. The Company has appealed the decision of the Tax Court. (3) Basic Net Earnings per Common Share provides for quarterly cumulative preferred dividends with no conversion of preferred shares to common shares. Provisions were made for cumulative preferred dividends of approximately $2,000 in the third quarter of 2003, $2,000 in the nine months of 2004, and $5,000 in the nine months of 2003. Diluted Net Earnings per Common Share assumes no provision for the quarterly cumulative preferred dividends with full conversion of all preferred shares to common shares and includes the dilutive effect of outstanding stock options. Effective May 31, 2004, the Company redeemed all the shares of its 12% Cumulative Convertible Preferred Stock which remained outstanding. In connection with this redemption, 13,443 preferred shares were converted into 15,547 shares of common stock, and 20,322 preferred shares were redeemed. (4) On February 12, 2004, the Company's Board of Directors declared a 5% stock dividend on the Company's outstanding common stock. Information regarding the number of shares and per share amounts has been retroactively adjusted to reflect the stock dividend. COMPANY CONTACT DARYL K. HOLCOMB (732) 469-8300 -----END PRIVACY-ENHANCED MESSAGE-----