-----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, RgPcS5XBWuAA9zGarBy4E7r+DO5jPWiRIJHc6oPthDL4Io1+0q7Id2Ur/D9BpuQy MBVZgzg8hHDvqrGtR8yQFg== 0000914317-04-004495.txt : 20041222 0000914317-04-004495.hdr.sgml : 20041222 20041222101118 ACCESSION NUMBER: 0000914317-04-004495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 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: 041219270 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-64555_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) December 15, 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)) RONSON CORPORATION FORM 8-K INDEX PAGE ---- ITEM 8.01 OTHER EVENTS 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3 Item 8.01. Other Events On December 15, 2004, Ronson Corporation (the "Company") issued its Post Meeting Report on the 2004 Annual Meeting of Shareholders in the form attached as Exhibit 99.a, which is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits a) Financial Statements: None. b) Pro Forma Financial Information: None. c) Exhibits: 99.a) "Ronson Corporation Post Meeting Report 2004 Annual Meeting of Shareholders" dated December 15, 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: December 15, 2004 EX-99.A 2 ex99-a.txt Exhibit 99.a RONSON CORPORATION POST MEETING REPORT 2004 ANNUAL MEETING OF SHAREHOLDERS December 9, 2004 TO THE SHAREHOLDERS: The 2004 Annual Meeting of Shareholders of Ronson Corporation was held at the Holiday Inn, Somerset, New Jersey, on December 9, 2004. This Post Meeting Report on the 2004 Annual Meeting contains the Shareholder Vote and the President's Remarks to Shareholders. Sincerely, Louis V. Aronson II President and CEO I. SHAREHOLDER VOTE (2004 ANNUAL MEETING) Directors: Ronson shareholders elected management's slate of five directors. --------- Each member of management's slate was elected by at least 87.7% of the votes cast at the Meeting. Erwin M. Ganz, Justin P. Walder, and Robert A. Aronson were elected for three year terms. Barbara L. Collins was elected for a two year term. Paul H. Einhorn was elected for a one year term. Auditors: The appointment of Demetrius & Company, L.L.C., as Independent -------- Auditors for 2004 was approved by 88.0% of the votes cast. II. REMARKS BY LOUIS V. ARONSON II AT THE DECEMBER 9, 2004 ANNUAL MEETING RESULTS FOR YEAR ENDING DECEMBER 31, 2003 - ----------------------------------------- Ronson Corporation's net earnings in 2003 were $703,000 as compared to $212,000 in 2002, an increase of over 200%. The Company's net sales were $26,740,000 in the year 2003 as compared to $23,601,000 in 2002, an increase of 13%. Earnings from continuing operations before income taxes increased to $1,151,000 in 2003 from $112,000 in 2002. These 2003 earnings would have been $460,000 higher had it not been for expenses due to litigation costs related to a shareholder derivative action. RONSON CONSUMER PRODUCTS CORPORATION (RCPC) - ------------------------------------------- Sales and profits for Ronson Consumer Products Corporation ("RCPC") substantially increased in 2003. Sales for 2003 increased about 17% over sales in 2002. RCPC's earnings before interest and other charges more than doubled in 2003. Following plans developed in 2003, in February of this year our Woodbridge, New Jersey manufacturing plant's shipping and receiving department and warehouse were relocated into a modern 19,200 sq. ft. warehouse in South Brunswick, New Jersey. The new larger warehouse provides needed space for finished products, such as fuels, flints, lighters, multi-purpose lighters and larger new products, the Tech Torch and the Aero Torch. Our focus is on the development of new products which utilize our widely distributed Multi-Fill butane fuel and the renowned Ronson brand name. Two such consumer products were launched during 2004, the Ronson Comet butane lighter and the handy Ronson Aero Torch. Ronson Comet Lighter - Historically, the lighter market was dominated by Ronson for decades. It needs to be recognized that in the last twenty-five years that market has changed dramatically from higher-priced gift and personal lighters to mostly low priced disposable lighters. In the United States today, annual sales of disposable lighters now reach about 850 million units. This creates a big opportunity for a quality, low cost, brand name refillable lighter like the new Ronson Comet lighter. The Comet is economical, attractive, adult friendly and refillable with Ronson Multi-Fill butane. It is available in six attractive colors and is sold in single, two-pack and three-pack blister cards. We support retailers with appealing 24 unit counter displays and 18 unit two-sided displays. Distribution of the Comet started in April of this year. With its electronic ignition, adjustable flame and child resistant feature, the Comet is competitively priced with leading brand name disposable lighters. Its function, attractiveness and pricing have been well received. The new Ronson Comet has much room for sales growth in the 850 million unit low cost lighter market. Ronson Aero Torch - Initial distribution of the new Ronson Aero Torch started in August of this year. The portable, lightweight (8 ozs.) Aero Torch complements the Ronson Tech Torch and augments our line of butane fueled products. The Aero Torch is geared for handyman projects requiring a large flame covering a wider heating area, such as sweating copper joints in plumbing, soldering seams on metal roofing, and many other indoor and outdoor uses for home and shop. I am pleased to report that both the Comet and the Aero Torch have been well received by our customers. As distribution outlets increase, we can expect the same positive support from the public; however, to accomplish distribution, it takes from six months to a year to move through the channels and committees of large multi-store national retail chains. RONSON AVIATION, INC. (RAI) - --------------------------- In 2003, Ronson Aviation, Inc.'s (RAI) sales and profits continued to increase. RAI's profit contribution was substantial, while RAI's increase in sales was about 6%. In 2004, preparations at RAI are underway for the construction of a new hangar/office complex that will complement our existing hangar/office facility. When completed, the additional space of about 20,000 sq. ft. or more will accommodate an expanding customer base at Trenton-Mercer Airport. The construction of the hangar/office complex is expected to start in the second quarter of next year with completion by year end 2006. RAI provides aviation related services to the general public, corporations and the U.S. Government. Its facilities are located on 18 acres at Trenton-Mercer Airport and consist of a 52,000 sq. ft. hangar and office facility, and a state-of-the-art 58,500 gallon fuel storage area. As a fixed base operator (FBO), RAI provides both jet fuel and avgas fuel; air charter; aircraft/helicopter repairs; avionic installations; and rentals of hangar and office space. REDEMPTION OF PREFERRED STOCK, 5% STOCK DIVIDEND AND COMMON STOCK CASH DIVIDEND - ------------------------------------------------------------------------------- In February of this year, the Board of Directors approved the redemption of the 34,875 outstanding shares of the Company's 12% Cumulative Convertible Preferred Stock which remained outstanding. The redemption was completed in the second quarter of 2004. In February 2004, for the third consecutive year, the Board of Directors declared a 5% stock dividend on the Company's outstanding Common Stock. I am especially pleased to advise, that after over twenty years of not paying a cash dividend, the Board of Directors declared in May 2004 a regular quarterly cash dividend of $.01 per common share on the Company's Common Stock. Subsequent regular quarterly cash dividends of $.01 per common share were declared in August and November of this year. OUTLOOK - ------- You can be assured that our goal is to build upon the renowned Ronson brand name and that our short and long term plans are in place and working. Mindful of the challenges and distractions related to the world and national conditions, as well as other factors, we look to successfully meet our goals for the benefit of the long term interests of our shareholders and for increasing shareholder value. FORWARD-LOOKING STATEMENTS - -------------------------- The President's Remarks contains forward-looking statements that anticipate results based on management's plans and expectations that are subject to uncertainty. Forward-looking statements are based on current expectations of future events. The Company cannot ensure that any forward-looking statement will be accurate, although the Company believes that it has been reasonable in its expectations and assumptions. If underlying assumptions prove inaccurate or that unknown risks or uncertainties materialize, actual results could vary materially from our projections. Investors should understand that it is not possible to predict or identify all such factors and should not consider this to be a complete statement of all potential risks and uncertainties. The Company assumes no obligation to update any forward-looking statements as a result of future events or developments. RONSON CORPORATION CORPORATE PARK III CAMPUS DRIVE P.O. BOX 6707 SOMERSET, NEW JERSEY 08875-6707 -----END PRIVACY-ENHANCED MESSAGE-----