-----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, HwRWYENVVhkkxTyC9ckBeLeS73Qq4H+khOorZjNgW3+RAk9vSycohJU0rYJmUPRK Kmb2x96NcWR42SSw6bgbaQ== 0000914317-08-002453.txt : 20081010 0000914317-08-002453.hdr.sgml : 20081010 20081010153242 ACCESSION NUMBER: 0000914317-08-002453 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081010 DATE AS OF CHANGE: 20081010 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-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-53454 FILM NUMBER: 081118278 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-A12G 1 form8a12g-94889_ronc.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-A/A Amendment No. 1 --------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RONSON CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-0743290 (State or other jurisdiction of (IRS Employer Identification No.) incorporation) Corporate Park III, Campus Drive, PO Box 6707, Somerset, NJ 08875-6707 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on Which Registered: -------------------- ------------------------------------------ None None If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |_| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |X| Securities Act registration statement file number to which this form relates: ____________ (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights ------------------------------------------------------- (Title of Each Class) ------------------------------------------------------- ================================================================================ Explanatory Note This Amendment No. 1 amends and supplements the Registration Statement on Form 8-A filed by Ronson Corporation on December 16, 1998, relating to the registration of preferred share purchase rights. Item 1. Description of Registrant's Securities to be Registered. The Board of Directors of Ronson Corporation (the "Company") has approved Amendment Number 3 to the Company's Preferred Shares Rights Agreement (the "Rights Agreement"), extending the final expiration date of the Rights Agreement to September 1, 2011. The Rights Agreement was originally adopted with a ten-year term expiring on October 22, 2008. The full text of Amendment Number 3 to the Rights Agreement is filed as Exhibit 4 to this Amendment No. 1 on Form 8-A/A to the Company's Registration Statement on Form 8-A and is incorporated herein by reference. Pursuant to Section 12 of the Rights Agreement as originally adopted, the Company has filed with Registrar and Transfer Company, as rights agent, its certificate reflecting adjustments to the purchase price of rights under the Rights Plan which result from share dividends declared by the Company's Board of Directors since adoption of the Rights Plan. As a result of these dividends, the purchase price of each right to purchase one one-thousandth share of the Company's Series A Participating Preferred Stock, $.001 par value, issuable under the Rights Plan has been adjusted to $14.22 (from $20.00), and the redemption price to the Company for each such right has been adjusted to $0.0071 (from $0.0100). Item 2. Exhibits. No. Description - ------ ----------------------------------------------------------------------- 1 Preferred Shares Rights Agreement dated as of December 8, 1998 between Ronson Corporation and Registrar and Transfer Co. (incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed by the Company on December 16, 1998). 2 Amendment Number 1 to Preferred Shares Rights Agreement between Ronson Corporation and Registrar and Transfer Co. 3 Amendment Number 2 to Preferred Shares Rights Agreement between Ronson Corporation and Registrar and Transfer Co. (incorporated by reference to Exhibit 99.a to the Current Report on Form 8-K filed by the Company on October 8, 2003). 4 Amendment Number 3 to Preferred Shares Rights Agreement between Ronson Corporation and Registrar and Transfer Co. 5 Certificate of Adjusted Exercise Price of the Company. SIGNATURES Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. RONSON CORPORATION Date: October 10, 2008 By: /s/ Louis V. Aronson II ------------------------------------- Louis V. Aronson II President and Chief Executive Officer Exhibit Index No. Description - ------ ----------------------------------------------------------------------- 1 Preferred Shares Rights Agreement dated as of December 8, 1998 between Ronson Corporation and Registrar and Transfer Co. (incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed by the Company on December 16, 1998). 2 Amendment Number 1 to Preferred Shares Rights Agreement between Ronson Corporation and Registrar and Transfer Co. 3 Amendment Number 2 to Preferred Shares Rights Agreement between Ronson Corporation and Registrar and Transfer Co. (incorporated by reference to Exhibit 99.a to the Current Report on Form 8-K filed by the Company on October 8, 2003). 4 Amendment Number 3 to Preferred Shares Rights Agreement between Ronson Corporation and Registrar and Transfer Co. 5 Certificate of Adjusted Exercise Price of the Company. EX-2 2 ex2.txt EX-2 Ex. 2 AMENDMENT NUMBER 1 TO RIGHTS AGREEMENT This Amendment hereby amends the Preferred Shares Rights Agreement dated as of December 8, 1998, between RONSON CORPORATION, a New Jersey corporation (the "Company") and Registrar and Transfer Company, with an address at 10 Commerce Drive, Cranford, New Jersey (the "Rights Agent"). WITNESSETH WHEREAS, the Company has entered into a Preferred Shares Rights Agreement dated as of December 8, 1998 (the "Agreement") between the Company and Registrar and Transfer Company; and WHEREAS, the Board of Directors of the Company has determined to amend the Agreement in order to clarify the expansive ability of the Board of Directors of the Corporation to determine that an Acquiring Person, as such term is defined in the Agreement, has become such inadvertently; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. The definition of Acquiring Person set forth in Section 1(a) of the Agreement, is hereby amended in its entirety to read as follows: "(a) "Acquiring Person" shall mean any Person other than Louis V. Aronson II and his heirs, executors, administrators and assignees, who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 12% or more of the Common Shares then outstanding, but shall not include the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 12% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 12% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), then such Person shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company such Person does not beneficially own 12% or more of the Common Shares of the Company then outstanding. Notwithstanding the foregoing, (i) if the Company's Board of Directors determines in good faith that a Person who would otherwise be an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and if such Person divested or divests as promptly as practicable sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be or to have become an "Acquiring Person" as defined pursuant to the foregoing provisions of this paragraph (a), then such Persons shall not be deemed to be or to have become an "Acquiring Person," for any purposes of this Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 12% or more of the Common Shares outstanding, such Person shall not be or become an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), unless and until such time as such Person shall become the Beneficial Owner of additional Common Shares (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless, upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the Beneficial Owner of 12% or more of the Common Shares then outstanding." 2. The form of Rights Certificate attached to the Agreement and all other related documents shall be modified, where appropriate, to make reference to this amendment. 3. Except as so amended, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. REGISTRAR AND TRANSFER CO. RONSON CORPORATION Rights Agent /s/William Tatler /s/Louis V. Aronson II - ------------------------------ ------------------------------------- William Tatler Louis V. Aronson II Vice President President and Chief Executive Officer EX-4 3 ex4.txt EX-4 Ex. 4 AMENDMENT NUMBER 3 TO RIGHTS AGREEMENT This Third Amendment hereby amends the Preferred Shares Rights Agreement dated as of December 8, 1998, as heretofore amended, between Ronson Corporation, a New Jersey corporation (the "Company"), and Registrar and ------- Transfer Company, with an address at 10 Commerce Drive, Cranford, New Jersey (the "Rights Agent"). ------------ WITNESSETH: WHEREAS, the Company has entered into a Preferred Shares Rights Agreement dated as of December 8, 1998, as heretofore amended (the "Agreement"), --------- between the Company and the Rights Agent; and WHEREAS, the Board of Directors of the Company has determined to amend the Agreement, as set forth below, in order to extend the Final Expiration Date (as defined in the Agreement); and WHEREAS, the Board of Directors of the Company, after due consideration, has determined that the amendment of the Agreement, as provided herein, is in the best interests of the Company and its shareholders; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. The definition of Final Expiration Date set forth in Section 1(r) of the Agreement, is hereby amended in its entirety to read as follows: "(r) "Final Expiration Date" shall mean September 1, 2011." 2. The reference to "October 22, 2008" contained in the form of Rights Certificate attached to the Agreement as Exhibit B is hereby deleted and a reference to "September 1, 2011" is hereby inserted in lieu thereof. 3. The date referenced under clause (a) of Exhibit C to the Agreement under the caption "Expiration of Rights" is hereby deleted and a reference to "September 1, 2011" is hereby inserted in lieu thereof. 4. The form of Rights Certificate attached to the Agreement and all other related documents shall be modified, where appropriate, to make reference to this amendment. 5. Except as so amended, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. REGISTRAR AND TRANSFER CO. RONSON CORPORATION Rights Agent /s/William Tatler /s/Louis V. Aronson II - --------------------------------- -------------------------------------- William Tatler Louis V. Aronson II Vice President President and Chief Executive Officer EX-5 4 ex5.txt EX-5 Ex. 5 RONSON CORPORATION CERTIFICATE OF ADJUSTED EXERCISE PRICE The undersigned hereby certifies that he is the duly elected, qualified and acting Vice President and Chief Financial Officer of Ronson Corporation, a New Jersey corporation (the "Company"), and pursuant to Section 12 of that ------- certain Preferred Shares Rights Agreement between the Company and Registrar and Transfer Co., as Rights Agent (the "Rights Agent"), dated as of December 8, ------------ 1998, as amended by an Amendment Number 1 to Rights Agreement, an Amendment Number 2 to Rights Agreement and an Amendment Number 3 to Rights Agreement (collectively the "Rights Agreement"), hereby certifies to the Rights Agent as ---------------- follows: 1. The Board of Directors of the Company: 1) on March 14, 2002 declared a 5% share dividend on the outstanding shares of the Company's common stock, $1.00 par value ("Common Stock"), payable on April 15, 2002 to shareholders of ------------ record on April 5, 2002; 2) on March 18, 2003 declared a 5% share dividend on the outstanding shares of Common Stock, payable on April 15, 2003 to shareholders of record on April 3, 2003; 3) on February 12, 2004 declared a 5% share dividend on the outstanding shares of Common Stock, payable on April 15, 2004 to shareholders of record on April 1, 2004; 4) on February 15, 2005 declared a 5% share dividend on the outstanding shares of Common Stock payable on April 15, 2005 to shareholders of record on April 1, 2005; 5) on February 23, 2006 declared a 5% share dividend on the outstanding shares of Common Stock payable on April 17, 2006 to shareholders of record on March 31, 2006; 6) on February 1, 2007 declared a 5% share dividend on the outstanding shares of Common Stock payable on April 16, 2007 to shareholders of record on March 30, 2007; and 7) on February 1, 2008 declared a 5% share dividend on the outstanding shares of Common Stock payable on April 15, 2008 to shareholders of record on March 28, 2008 (the transactions under clauses (a) through (g), inclusive, immediately preceding hereinafter referred to as the "Stock Dividends"). --------------- 2. The Rights Agreement requires certain adjustments to the terms of the Rights (as defined in the Rights Agreement) issued pursuant to the Rights Agreement in order to preserve, without increasing or decreasing, the benefits accruing to the holders of the Rights following the Stock Dividends. 3. Pursuant to Section 11(n) of the Rights Agreement, the Exercise Price (as defined in the Rights Agreement) will be deemed decreased to $14.22. 4. Pursuant to Section 23(a) of the Rights Agreement, the Redemption Price of each Right (as these terms are defined in the Rights Agreement) will be deemed decreased to $0.0071. 5. As of the date hereof, a Distribution Date (as defined in the Rights Agreement) has not occurred. IN WITNESS WHEREOF, the undersigned has executed this certificate this _7th day of October, 2008. /s/ Daryl Holcomb -------------------------- Daryl Holcomb Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----