8-K 1 form8k-94225_ronc.txt 8-K 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) August 13, 2008 --------------- 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 RONSON CORPORATION FORM 8-K INDEX PAGE ---- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 3 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION 3 ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3 Page 3 Item 1.01 Entry into a Material Definitive Agreement On August 13, 2008, Capital One, N.A. provided Ronson Consumer Products Corporation ("RCPC") with a modification of the mortgage loan because Ronson Corporation ("the Company") did not meet a minimum Earnings before Income Taxes covenant for the six months ended June 30, 2008. In connection with the modification, the interest rate on the mortgage loan was increased to 9.00% effective 9/1/08, 9.50% effective 1/1/09, 10.00% effective 4/1/09, 10.50% effective 7/1/09, and 11.00% effective 10/1/09. The final due date of the mortgage was changed to January 1, 2010, from the prior due date of November 1, 2016. The mortgage modification also eliminated the prepayment penalty on the agreement until April 1, 2009, when it is partially reinstated. Based on current interest rates, under the terms of the original mortgage loan prior to the modification, the prepayment penalty would have been as much as $700,000. Item 2.02 Results of Operations and Financial Condition On August 14, 2008, the Company issued a Press Release in the form attached as Exhibit 99.1, which is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant. (a) The contents of Item 1.01 of this Current Report on Form 8-K are hereby incorporated herein by reference. Item 9.01 Financial Statements and Exhibits a) Financial Statements: None b) Pro Forma Financial Information: None c) Exhibits: 10.1 Second Note and Mortgage Modification Agreement Modifying Note and Mortgage Dated September 27, 2006, between Ronson Consumer Products Corporation and Capital One, N.A. 99.1 Ronson Reports Sales And Results Of Operations In The Second Quarter And First Half Of 2008 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 Dated: August 15, 2008