-----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, M/IspS0qwOrFKTJqAf+6dK+clkA4n8ySovS/Qiv2kBoel+PkfqtrK3Gz14HcYljE PT/FilLpxxmH0bj8cLKsSw== 0000914317-09-001294.txt : 20090603 0000914317-09-001294.hdr.sgml : 20090603 20090603164748 ACCESSION NUMBER: 0000914317-09-001294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090528 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 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: 09871796 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-101430_ronc.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) May 28, 2009 ------------ 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 MATERIAL DEFINITIVE AGREEMENT..........................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.................................4 ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT (a) On May 28, 2009, Ronson Corporation (the "Company") and its wholly-owned subsidiaries, Ronson Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of Canada Ltd. (collectively, the "Borrowers"), further extended its previously reported forbearance agreement (the "Forbearance Agreement") with their principal lender, Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo has agreed not to assert existing events of default under the Borrowers' credit facilities with Wells Fargo through July 3, 2009, or such earlier date determined under the Forbearance Agreement. The forbearance period may terminate earlier if, among other events, the Borrowers breach the Forbearance Agreement, additional events of default occur under the credit facilities with Wells Fargo or the Borrowers fail actively to pursue alternative financing or divestiture of the Company's aviation division. In connection with such extension, Wells Fargo increased the maximum amount of the Borrowers' overadvance facility, from $500,000 to $750,000, supplementing the Borrower's revolving credit line in the amount of $2,500,000. Wells Fargo has also agreed with the Borrowers to extend the forbearance period to August 5, 2009, and to increase the overadvance facility to $1,000,000, if one of two conditions is satisfied. The forbearance period will be extended, and the overadvance facility increased, if the purchaser's financing contingency under the Company's previously announced agreement to divest its aviation division is satisfied prior to July 3, 2009. Similarly, the forbearance period will be extended, and the overadvance facility increased, if, prior to July 3, 2009, the Company has procured a firm letter of intent for the divestiture of its consumer products division under terms that would permit the Company to discharge its indebtedness to Wells Fargo. Although the Company is actively seeking to consummate the sale of its aviation division and to identify opportunities to maximize the value of its consumer products division, there can be no assurance that the conditions to extend the moratorium further will be met. The foregoing summary set forth in response to this Item 1.01 is qualified by reference to the full text of the agreement attached as Exhibit 10.1. The Company's press release issued May 29, 2009 in the form attached as Exhibit 99.1, is incorporated by reference to this Item 1.01. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT (a) The text of Item 1.01 of this Current Report on Form 8-K is incorporated by reference to this Item 2.03. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements based on management's plans and expectations that are subject to uncertainty. Forward-looking statements are based on current expectation of future events. The Company cannot ensure that any forward-looking statement will be accurate. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual events could vary materially from those anticipated. 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: None (b) Pro Forma Financial Information: None (c) Shell Company Transactions: None (d) Exhibits: 10.1 Fourth Amendment to Forbearance Agreement dated May 27, 2009 among Ronson Corporation, Ronson Consumer Products Corporation, Ronson Aviation, Inc., Ronson Corporation of Canada Ltd. and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division. 99.1 Ronson Corporation Press Release dated May 29, 2009, "Ronson Corporation Reports Additional Extension of Lender Forbearance Agreement". 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 By S/DARYL HOLCOMB --------------------------------- Vice President, Chief Financial Officer & Controller Dated: June 3, 2009 EX-10.1 2 ex10-1.txt EXHIBIT 10.1 FOURTH AMENDMENT TO FORBEARANCE AGREEMENT This Fourth Amendment to Forbearance Agreement (the "Amendment") is --------- entered into as of this 27th day of May, 2009 by and among Ronson Corporation, a New Jersey corporation ("Parent"), Ronson Consumer Products Corporation, a New ------ Jersey corporation ("RCPC"), Ronson Aviation, Inc., a New Jersey corporation ---- ("RAI") and Ronson Corporation of Canada Ltd., an Ontario corporation ("Ronson --- ------ Canada") (RCPC and RAI are collectively and individually referred to as the - ------ "Domestic Borrower" or "Domestic Borrowers"; the Domestic Borrower and Ronson ------------------ ------------------- Canada are collectively and individually referred to as the "Borrower" or -------- "Borrowers", and the Borrowers, together with Parent are collectively and --------- individually referred to as the "Obligors") and Wells Fargo Bank, National -------- Association ("Lender"), acting through its Wells Fargo Business Credit operating ------ division. RECITALS: Borrowers and Lender are parties to a certain Credit and Security Agreement dated as of May 30, 2008 (as amended, modified, supplemented or restated from time to time, the "Credit Agreement"), relating to financing by ----------------- Lender to Borrowers. Certain Events of Default occurred under the Credit Agreement and, as a result thereof, Lender and Borrowers entered into that certain Forbearance Agreement dated as of March 29, 2009 (as amended modified, supplemented or restated from time to time, the "Forbearance Agreement"; capitalized terms used --------------------- but not specifically defined herein shall have the meanings provided for such terms in the Forbearance Agreement), whereby Lender agreed to forbear from exercising certain of its rights and remedies available as a result of the Existing Events of Default. The Forbearance Agreement expires pursuant to its terms not later than June 12, 2009. Borrowers have requested that Lender amend the definition of Termination Event to extend the stated expiration date in the Forbearance Agreement from June 12, 2009 to July 3, 2009 in order to provide Borrowers with additional time to explore a Liquidity Transaction and to amend certain terms and conditions of the Credit Agreement. Lender has considered Borrowers' request and, in an effort to continue working with Borrowers, hereby agrees to amend the Forbearance Agreement and the Credit Agreement on the terms and conditions set forth below. NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Amendment to Credit Agreement. As of the date hereof, the definition ----------------------------- of Accommodation Overadvance Limit set forth in Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: 1 "Accommodation Overadvance Limit" means up to $750,000 from the Accommodation Overadvance Funding Date through the occurrence of a Termination Event (as such term is defined in the Forbearance Agreement). 2. Amendment to Forbearance Agreement. As of the date hereof, Section ----------------------------------- 2(b) of the Forbearance Agreement shall be amended and restated in its entirety to read as follows: (a) For purposes of this Agreement, a "Termination Event" shall mean ----------------- the earliest to occur of (i) July 3, 2009 and (ii) any one or more of the following: (A) the failure of the Obligors to comply with the terms, covenants, agreements and conditions of this Agreement; (B) any representation or warranty made herein shall be incorrect in any material respect; (C) the occurrence of any Event of Default under the Credit Agreement, other than (i) the Existing Events of Default or (ii) breach by Obligors of their obligation pursuant to Section 6.1(a) of the Credit Agreement to deliver audited year end annual financial statements for the fiscal year ending December 31, 2008 within 90 days of the end of such fiscal year; (D) Obligors shall fail to employ a CRO (as defined below) throughout the term of this Agreement; (E) in the Lender's discretion, it determines that Parent is no longer actively pursuing a Liquidity Transaction; and (F) Any Person, other than Lender, shall exercise its rights and remedies against the Obligors as a result of defaults or events of defaults arising under any agreement between Obligors and such Person due to cross-defaults arising from the Existing Events of Default. 3. Extension of Forbearance Agreement. Lender hereby agrees that if, on ---------------------------------- July 3, 2009, a Termination Event has not occurred (other than as a result of the occurrence of July 3, 2009) and either (i) Hawthorne TTN Holdings, LLC ("Hawthorne") has satisfied the financing contingency set forth in Section 7 of that certain Asset Purchase Agreement executed by Hawthorne on April 24, 2009 (the "APA") pursuant to which Hawthorne proposes to purchase and acquire substantially all of the assets of RAI or (ii) Obligors have received a firm letter of intent for the sale of RCPC, the terms of such sale Lender determines in its sole discretion are sufficient to provide for payment in full of all Indebtedness due and owing to Lender, then the term of the Forbearance Agreement shall automatically be extended to August 15, 2009 and the Accommodation Overadvance Limit shall automatically be increased to $1,000,000. 4. Forbearance Fee. The Obligors hereby renew and affirm their ---------------- obligation to pay a forbearance fee in an amount equal to Four Hundred Fifty Thousand Dollars ($450,000), which fee was fully earned and non-refundable upon execution and delivery of the Forbearance Agreement, is included as part of the Indebtedness of Obligors to Lender under the Credit 2 Agreement and shall be charged as a Revolving Advance under the Credit Agreement upon the earlier of (a) the occurrence of a Termination Event or (b) payment of the Indebtedness. 5. Sums Secured; Estoppel. The Obligors acknowledge and reaffirm that ----------------------- their obligations to Lender as set forth in and evidenced by the Loan Documents are due and owing 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 Obligors waive and release Lender from the same. 6. No Other Changes. Except as explicitly amended by this Amendment, ---------------- all of the terms and conditions of the Forbearance Agreement shall remain in full force and effect. 7. References. All references in the Forbearance Agreement to "this ---------- Agreement" shall be deemed to refer to the Forbearance Agreement as amended hereby. 8. No Waiver. The execution of this Amendment shall not be deemed to be --------- a waiver of any Default or Event of Default under the Credit Agreement, a waiver of any Termination Event under the Forbearance Agreement or breach, default or event of default under any Loan Documents or other document held by Lender, whether or not known to Lender and whether or not existing on the date of this Amendment. 9. Waiver and Release of Claims and Defenses. The Obligors hereby waive ----------------------------------------- and release all claims and demands of any nature whatsoever that they now have or may have against Lender, whether arising under the Loan Documents or by any acts or omissions of Lender, or any of its directors, officers, employees, affiliates, attorneys or agents, or otherwise, and whether known or unknown, existing as of the date of the execution of this Amendment, and further waive and release any and all defenses of any nature whatsoever to the payment of the Obligations or the performance of their obligations under Loan Documents. 10. Reaffirmation of Loan Documents. The Obligors hereby agree with, -------------------------------- reaffirm and acknowledge their representations and warranties contained in the Loan Documents. Furthermore, the Obligors represent that their representations and warranties contained in the Loan Documents continue to be true and in full force and effect. This agreement, reaffirmation and acknowledgment is given to Lender by the Obligors without defenses, claims or counterclaims of any kind. To the extent that any such defenses, claims or counterclaims against Lender may exist, the Obligors waive and release Lender from same. 11. Ratification and Reaffirmation of Loan Documents. The Obligors --------------------------------------------------- ratify and reaffirm all terms, covenants, conditions and agreements contained in the Loan Documents. 12. No Preferential Treatment. No Obligor has entered into this --------------------------- Amendment to provide any preferential treatment to Lender or any other creditor. No Obligor intends to file for protection or seek relief under the United States Bankruptcy Code or any similar federal or state law providing for the relief of debtors. 13. Legal Representation. Each of the parties hereto acknowledge that --------------------- they have been represented by independent legal counsel in connection with the execution of this Amendment, that they are fully aware of the terms and conditions contained herein, and that they 3 have entered into and executed the within Amendment as a voluntary action and without coercion or duress of any kind. 14. Partial Invalidity; No Repudiation. If any of the provisions of ------------------------------------- this Amendment shall contravene or be held invalid under the laws of any jurisdiction, this Amendment shall be construed as if not containing such provisions and the rights, remedies, warranties, representations, covenants, and provisions hereof shall be construed and enforced accordingly in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction, or any other provisions of this Amendment in any jurisdiction. 15. Binding Effect. This Amendment is binding upon the parties hereto --------------- and their respective heirs, administrators, executors, officers, directors, representatives and agents. 16. Governing Law. This Amendment shall be governed by the laws of the ------------- State of New York. 17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVE THE RIGHT TO -------------------- A TRIAL BY JURY, AS TO ANY ACTION WHICH MAY ARISE AS A RESULT OF THE LOAN DOCUMENTS, THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH. 18. Counterparts. This Amendment and/or any documentation contemplated ------------ or required in connection herewith may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be considered one and the same document. Delivery of an executed counterpart of a signature page of this document by facsimile shall be effective as delivery of a manually executed counterpart of this document. [Signature pages follow] IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, do hereby execute this Amendment the date and year first above written. RONSON CORPORATION By: s/ JOEL GETZLER ------------------------------------ Print Name: Joel Getzler Print Title: Chief Restructuring Officer RONSON CONSUMER PRODUCTS CORPORATION By: s/ JOEL GETZLER ------------------------------------ Print Name: Joel Getzler Print Title: Chief Restructuring Officer 4 RONSON AVIATION, INC. By: s/ JOEL GETZLER ------------------------------------ Print Name: Joel Getzler Print Title: Chief Restructuring Officer RONSON CORPORATION OF CANADA LTD. By: s/ JOEL GETZLER ------------------------------------ Print Name: Joel Getzler Print Title: Chief Restructuring Officer WELLS FARGO BANK, NATIONAL ASSOCIATION By: s/ PETER GANNON ------------------------------------ Peter Gannon, Vice President 5 EX-99.1 3 ex99-1.txt EXHIBIT 99.1 RONSON CORPORATION REPORTS ADDITIONAL EXTENSION OF LENDER FORBEARANCE AGREEMENT Somerset, N.J., May 29, 2009 -- Ronson Corporation (the "Company") announced that its primary lender, Wells Fargo Bank, National Association, has further extended its moratorium during which the bank will not assert rights relating to existing events of default, through July 3, 2009 or such earlier date permitted under the Company's agreement with the bank. During the extended moratorium, the bank will continue to provide advances under the Company's revolving credit line, in amounts up to $2,500,000, in addition to an overadvance facility which has been increased from $500,000 to $750,000. Wells Fargo has also agreed with the Company to extend the moratorium to August 5, 2009, and to increase its overadvance facility to $1,000,000, if one of two conditions is satisfied. The moratorium will be extended, and the overadvance facility increased, if the purchaser's financing contingency under the Company's previously announced agreement to divest its aviation division is satisfied prior to July 3, 2009. Similarly, the moratorium will be extended, and the overadvance facility increased, if, prior to July 3, 2009, the Company has procured a firm letter of intent for the divestiture of its consumer products division under terms that would permit the Company to discharge its indebtedness to Wells Fargo. Although the Company is actively seeking to consummate the sale of its aviation division and to identify opportunities to maximize the value of its consumer products division, there can be no assurance that the conditions to extend the moratorium further will be met. Ronson Corporation's operations include its wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation in Woodbridge, New Jersey, and Ronson Corporation of Canada Ltd., and 2) Ronson Aviation, Inc., a fixed-based operation at Trenton-Mercer Airport, Trenton, New Jersey. This press release contains forward-looking statements based on management's plans and expectations that are subject to uncertainty. Forward-looking statements are based on current expectation of future events. The Company cannot ensure that any forward-looking statements will be accurate. If underlying assumptions prove inaccurate or known risks or uncertainties materialize, actual events could vary materially from those anticipated. 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. COMPANY CONTACT: DARYL K. HOLCOMB (732) 469-8300 -----END PRIVACY-ENHANCED MESSAGE-----