-----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, SLKdP8xU7CKFT8v4ObvcT0P6RUM+1TmC7reQI+6DgtAYyLG0eavesiapRCtGvQyK aRdu5JQ+U+8er5qvNvaNFg== 0000914317-05-002351.txt : 20050721 0000914317-05-002351.hdr.sgml : 20050721 20050721092941 ACCESSION NUMBER: 0000914317-05-002351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050713 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050721 DATE AS OF CHANGE: 20050721 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: 05965078 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-69760_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 13, 2005 ------------- 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 3 RONSON CORPORATION FORM 8-K INDEX PAGE ---- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3 Page 3 of 3 Item 1.01. Entry into a Material Definitive Agreement On July 13, 2005, Ronson Aviation, Inc. and Ronson Consumer Products Corporation, both wholly-owned subsidiaries of Ronson Corporation (the "Company") entered into Amended Loan and Security Agreements with Bank of America, successor by merger to Fleet National Bank (the "Lender"). Each of these Agreements were due to expire on June 30, 2005. The Company and Bank of America have amended these Agreements, extending the dates of expiration to September 30, 2005. Other than the extended expiration date, the terms of the Agreements remain substantially unchanged. Item 9.01. Financial Statements and Exhibits a) Financial Statements: None. b) Pro Forma Financial Information: None. c) Exhibits: 10-a Seventh Amendment to Loan and Security Agreement between Ronson Consumer Products and Bank of America 10-b Reaffirmation of Guaranty dated January 6, 1995 by Ronson Corporation 10-c Reaffirmation of Guaranty dated July 8, 1997 by Ronson Aviation, Inc. 10-d Fourth Amendment to Loan and Security Agreement between Ronson Aviation and Bank of America 10-e Reaffirmation of Guaranty dated August 28, 1997 by Ronson Consumer Products Corporation 10-f Reaffirmation of Guaranty dated August 28, 1997 by Ronson Corporation 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 20, 2005 EX-10.A 2 ex10-a.txt Exhibit 10-a SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is made as of this 30th day of June, 2005, by and between RONSON CONSUMER PRODUCTS CORPORATION, a New Jersey corporation (the "Borrower") and BANK OF AMERICA, N.A., successor-by-merger to Fleet National Bank (the "Lender"). WHEREAS, the Borrower and the Lender are parties to a certain Loan and Security Agreement dated January 6, 1995 as amended from time to time (collectively, the "Loan Agreement"), relating to financing by the Lender to the Borrower (all capitalized terms used, but not specifically defined herein, shall have the meaning provided for such terms in the Loan Agreement); and WHEREAS, the Borrower has requested and the Lender has agreed to make certain revisions to the terms and conditions of the Loan Agreement, as amended by the Amendment; and WHEREAS, to induce the Lender to amend certain terms and conditions of the Loan Agreement, the Borrower has offered to execute and deliver the Amendment. NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower agree as follows: 1. As of the date of this Amendment Subsection 6.33(e) of the Loan Agreement is hereby deleted in its entirety with no material to be placed in its stead. 2. Notwithstanding anything contained in the Loan Documents to the contrary, it is agreed and understood that all Obligations are due and payable in full on September 30, 2005. 3. The Borrower shall pay on demand all legal fees, recording expenses and other reasonable and necessary disbursements of the Lender and its counsel incident to the preparation, execution and delivery of this Amendment. 4. The Borrower acknowledges that its obligations to the Lender pursuant to the Loan Agreement, as amended herein, are due and owing by the Borrower to the Lender without any defenses, set-offs, recoupments, claims or counterclaims of any kind as of the date hereof. To the extent that any defenses, set-offs, recoupments, claims or counterclaims may exist as of the date hereof, the Borrower waives and releases the Lender from the same. 5. The Borrower hereby agrees with, reaffirms and acknowledges the representations and warranties contained in the Loan Agreement. Furthermore, the Borrower represents that the representations and warranties contained in the Loan Agreement continue to be true and in full force and effect. This agreement, reaffirmation and acknowledgment is given to the Lender by the Borrower without defenses, claims or counterclaims of any kind. To the extent that any such defenses, claims or counterclaims against the Lender may exist, the Borrower waives and releases the Lender from the same. 6. The Borrower ratifies and reaffirms all terms, covenants, conditions and agreements contained in the Loan Agreement. All terms, covenants, representations and warranties made to Lender by Borrower in the Loan Agreement are to be true, accurate and complete for the duration of the term of the Loan Agreement. 7. All other terms and conditions of the Loan Agreement, and any and all Exhibits annexed thereto and all other writings submitted by the Borrower to the Lender pursuant thereto, shall remain unchanged and in full force and effect. 8. This Amendment shall not constitute a waiver or modification of any of the Lender's rights and remedies or of any of the terms, conditions, warranties, representations, or covenants contained in the Loan Agreement, except as specifically set forth above, and the Lender hereby reserves all of its rights and remedies pursuant to the Loan Agreement and applicable law. 9. The failure of the Borrower to satisfy any of the terms and conditions of this Amendment shall constitute an Event of Default under the Loan Agreement, and the Lender shall be entitled to all of its rights and remedies under the Loan Agreement and applicable law. 10. This Amendment may be executed in counterparts, each of which, when taken together, shall be deemed to be one and the same instrument. Executed on the date first written above. WITNESS: RONSON CONSUMER PRODUCTS CORPORATION /s/ Daryl K. Holcomb By: /s/ Louis V. Aronson, II - ----------------------------- ---------------------------------- Daryl K. Holcomb Louis V. Aronson, II Vice President President and Chief Executive Officer BANK OF AMERICA, N.A. successor-by-merger to Fleet National Bank By: /s/ Kathleen Auth ---------------------------------- Kathleen Auth Vice President -2- EX-10.B 3 ex10-b.txt Exhibit 10-b REAFFIRMATION OF GUARANTY ------------------------- The undersigned guarantor of the Obligations of the Borrower to the Lender pursuant to a Corporate Guaranty Agreement dated January 6, 1995 ("Guaranty") does hereby acknowledge and consent to the transaction contemplated by the Amendment and reaffirms the covenants, representations and warranties in the Guaranty are absolute, unconditional and in full force and effect. Further, the undersigned agrees to maintain earnings (or losses) (but excluding therefrom extraordinary items and non-recurring gains) before interest, taxes, depreciation and amortization of not less than: (i) $810,000 for the period ending June 30, 2005 and (ii) $1,076,000 for the period ending September 30, 2005, tested on a rolling 4 quarter basis. At the option of the Lender, any default of this covenant may be deemed an Event of default under the Loan Agreement. WITNESS: RONSON CORPORATION By: /s/ Daryl K. Holcomb By: /s/ Louis V. Aronson, II ----------------------------- --------------------------------- Daryl K. Holcomb Louis V. Aronson, II Vice President President and Chief Executive Officer EX-10.C 4 ex10-c.txt Exhibit 10-c REAFFIRMATION OF GUARANTY ------------------------- The undersigned guarantor of the Obligations of the Borrower to the Lender pursuant to a Corporate Guaranty and Security Agreement dated July 8, 1997 ("Guaranty") does hereby acknowledge and consent to the transaction contemplated by the Amendment and reaffirms the covenants, representations and warranties in the Guaranty are absolute, unconditional and in full force and effect. WITNESS: RONSON AVIATION, INC. By: By: /s/ Louis V. Aronson, II ----------------------------- ---------------------------------- Louis V. Aronson, II President and Chief Executive Officer EX-10.D 5 ex10-d.txt Exhibit 10-d FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is made as of this 30th day of June, 2005, by and between RONSON AVIATION, INC., a New Jersey corporation (the "Borrower") and BANK OF AMERICA, N.A. (successor-by-merger to Fleet National Bank) (the "Lender"). WHEREAS, the Borrower and the Lender are parties to a certain Loan and Security Agreement dated August 28, 1997, as amended (the "Loan Agreement"), relating to financing by the Lender to the Borrower (all capitalized terms used, but not specifically defined herein, shall have the meaning provided for such terms in the Loan Agreement); and WHEREAS, the Borrower has requested and the Lender has agreed to make certain revisions to the terms and conditions of the Loan Agreement, as amended by the Amendment; and WHEREAS, to induce the Lender to amend certain terms and conditions of the Loan Agreement, the Borrower has offered to execute and deliver the Amendment. NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower agree as follows: 1. As of the date of this Amendment, the reference in 2.1(d) of the Loan Agreement to "June 30, 2005" as the final maturity date is replaced with "September 30, 2005" as the final maturity date. 2. As of the date of this Amendment, Section 6.28(c) of the Loan Agreement is hereby deleted in its entirety with no material placed in its stead. 3. The Borrower shall pay on demand all legal fees, recording expenses and other reasonable and necessary disbursements of the Lender and its counsel incident to the preparation, execution and delivery of this Amendment. 4. The Borrower acknowledges that its obligations to the Lender pursuant to the Loan Agreement, as amended herein, are due and owing by the Borrower to the Lender without any defenses, set-offs, recoupments, claims or counterclaims of any kind as of the date hereof. To the extent that any defenses, set-offs, recoupments, claims or counterclaims may exist as of the date hereof, the Borrower waives and releases the Lender from the same. 5. The Borrower hereby agrees with, reaffirms and acknowledges the representations and warranties contained in the Loan Agreement. Furthermore, the Borrower represents that the representations and warranties contained in the Loan Agreement continue to be true and in full force and effect. This agreement, reaffirmation and acknowledgment is given to the Lender by the Borrower without defenses, claims or counterclaims of any kind. To the extent that any such defenses, claims or counterclaims against the Lender may exist, the Borrower waives and releases the Lender from the same. 6. The Borrower ratifies and reaffirms all terms, covenants, conditions and agreements contained in the Loan Agreement. All terms, covenants, representations and warranties made to Lender by Borrower in the Loan Agreement are to be true, accurate and complete for the duration of the term of the Loan Agreement. 7. All other terms and conditions of the Loan Agreement, and any and all Exhibits annexed thereto and all other writings submitted by the Borrower to the Lender pursuant thereto, shall remain unchanged and in full force and effect. 8. This Amendment shall not constitute a waiver or modification of any of the Lender's rights and remedies or of any of the terms, conditions, warranties, representations, or covenants contained in the Loan Agreement, except as specifically set forth above, and the Lender hereby reserves all of its rights and remedies pursuant to the Loan Agreement and applicable law. 9. The failure of the Borrower to satisfy any of the terms and conditions of this Amendment shall constitute an Event of Default under the Loan Agreement, and the Lender shall be entitled to all of its rights and remedies under the Loan Agreement and applicable law. 10. This Amendment may be executed in counterparts, each of which, when taken together, shall be deemed to be one and the same instrument. Executed on the date first written above. WITNESS: RONSON AVIATION, INC. By: /s/ Louis V. Aronson, II - ----------------------------- ---------------------------------- Louis V. Aronson, II President and Chief Executive Officer BANK OF AMERICA, N.A. successor-by-merger to Fleet National Bank By: /s/ Kathleen Auth ---------------------------------- Kathleen Auth Vice President -2- EX-10.E 6 ex10-e.txt Exhibit 10-e REAFFIRMATION OF GUARANTY ------------------------- The undersigned guarantor of the Obligations of the Borrower to the Lender pursuant to a Corporate Guaranty Agreement dated August 28, 1997 ("Guaranty") does hereby acknowledge and consent to the transaction contemplated by the Amendment and reaffirms the covenants, representations and warranties in the Guaranty are absolute, unconditional and in full force and effect. WITNESS: RONSON CONSUMER PRODUCTS CORPORATION By: /s/ Daryl K. Holcomb By: /s/ Louis V. Aronson, II ----------------------------- --------------------------------- Daryl K. Holcomb Louis V. Aronson, II Vice President President and Chief Executive Officer EX-10.F 7 ex10-f.txt Exhibit 10-f REAFFIRMATION OF GUARANTY ------------------------- The undersigned guarantor of the Obligations of the Borrower to the Lender pursuant to a Corporate Guaranty Agreement dated August 28, 1997 ("Guaranty") does hereby acknowledge and consent to the transaction contemplated by the Amendment and reaffirms the covenants, representations and warranties in the Guaranty are absolute, unconditional and in full force and effect. Further, the undersigned agrees to maintain earnings (or losses) (but excluding therefrom extraordinary items and non-recurring gains) before interest, taxes, depreciation and amortization of not less than (i) $810,000 for the period ending June 30, 2005 and (ii) $1,076,000 for the period ending September 30, 2005, tested on a rolling 4 quarter basis. At the option of the Lender, any default of this covenant may be deemed an Event of default under the Loan Agreement. WITNESS: RONSON CORPORATION By: /s/ Daryl K. Holcomb By: /s/ Louis V. Aronson, II ----------------------------- --------------------------------- Daryl K. Holcomb Louis V. Aronson, II Vice President President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----