-----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, Kj9bYnxwpu4tDtX9B9WjByQljLalAZ2szkEF0DXB1TTytw1UaqI+ek80mjPBNSac j3H4twkcpGFlfGKy9645lg== 0000914317-09-001773.txt : 20090824 0000914317-09-001773.hdr.sgml : 20090824 20090824165451 ACCESSION NUMBER: 0000914317-09-001773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090819 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090824 DATE AS OF CHANGE: 20090824 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: 091031651 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-102655_ronc.txt 8-K UNITED STATES SECURITIES AND 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 19, 2009 --------------- Ronson Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New Jersey 0-1031 22-0743290 - ------------------------------- ----------- ------------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 3 Ronson Road, P.O. Box 3000 Woodbridge, New Jersey 07095 - -------------------------------------------- -------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (732) 636-2430 ------------------------------ 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 (see General Instruction A.2. below): [_] 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 7 RONSON CORPORATION FORM 8-K INDEX PAGE ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3 Page 3 of 7 Item 2.02. Results of Operations and Financial Condition On August 19, 2009, Ronson Corporation (the "Company") issued a press release 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 REPORTS SALES AND RESULTS OF OPERATIONS IN THE SECOND QUARTER AND FIRST HALF OF 2009 Page 4 of 7 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 24, 2009 EX-99.A 2 ex99-a.txt EX-99.A Exhibit 99.a RONSON REPORTS SALES AND RESULTS OF OPERATIONS IN THE SECOND QUARTER AND FIRST HALF OF 2009 Woodbridge, N.J., August 19, 2009 - Ronson Corporation (OTC RONC.PK) (the "Company") today reported its Results of Operations for the second quarter and first half of 2009 in comparison with the second quarter and first half of 2008. In March, the Company announced its plan to divest Ronson Aviation, Inc. On May 18, 2009, the Company announced that it has entered into an agreement to sell substantially all of the assets of the wholly-owned subsidiary, Ronson Aviation. On August 12, 2009, the Company announced that it has entered into a non-binding letter of intent to sell substantially all of the assets of Ronson Consumer Products, including both Ronson Consumer Products Corporation and Ronson Corporation of Canada Ltd. Therefore, the operations of Ronson Consumer Products and Ronson Aviation have been classified as discontinued in the Consolidated Statements of Operations below. The results of continuing operations include only the Company. The Company's Loss from Continuing Operations was $(266,000) in the second quarter of 2009 as compared to $(268,000) in the second quarter of 2008. The Company's Loss from Continuing Operations in the first half of 2009 was $(558,000) as compared to $(573,000) in the first half of 2008. The Company had a Loss from Discontinued Operations in the second quarter of 2009 of $(215,000) as compared to Earnings from Discontinued Operations of $30,000 in the second quarter of 2008. The Company had a Loss from Discontinued Operations of $(1,334,000) in the first half of 2009 as compared to Earnings from Discontinued Operations of $74,000 in the first half of 2008. The Loss from Discontinued Operations in the second quarter of 2009 included expenses for increased professional fees of $654,000 (about $393,000 net of income taxes), consisting of legal fees, fees related to the Chief Restructuring Officer, other increased fees charged by Wells Fargo and investment banking expenses. In the first half of 2009, the Company's Loss from Discontinued Operations included a forbearance fee of $450,000 (about $270,000 net of income taxes) and the increased professional fees of about $1,246,000 (about $748,000 net of income taxes). Ronson Corporation's operations include its wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd., and 3) Ronson Aviation, Inc. -More- ROSON CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30: - ------------------------------ 2009 2008 ----------- ------------ Net Sales $ -- $ -- Loss from continuing operations (266,000) (268,000) Earnings (loss) from discontinued operations (215,000)(1) 30,000(1) Net Loss (481,000) (238,000) Earnings (loss) per common share(2): Continuing operations $ (0.05) $ (0.05) Discontinued operations (0.04) -- Basic $ (0.09) $ (0.05) Continuing operations $ (0.05) $ (0.05) Discontinued operations (0.04) -- Diluted $ (0.09) $ (0.05) Average common shares outstanding(2): Basic 5,084,000 5,084,000 Diluted 5,084,000 5,084,000 FFOR THE SIX MONTHS ENDED JUNE 30: - ---------------------------------- 2009 2008 ----------- ------------ Net sales $ -- $ -- Loss from continuing operations (558,000) (573,000) Earnings (loss) from discontinued operations (1,334,000)(1) 74,000(1) Net loss (1,892,000) (499,000) Earnings(loss)per common share (2): Continuing operations $ (0.11) $ (0.11) Discontinued operations (0.26) 0.01 Basic $ (0.37) $ (0.10) Continuing Operations $ (0.11) $ (0.11) Discontinued Operations (0.26) 0.01 Diluted $ (0.37) $ (0.10) Average common shares outstanding (2): Basic 5,084.000 5,084.000 Diluted 5,084.000 5,084.000 -More- FOOTNOTES: (1) In the first quarter of 2009, the Company announced plans to divest Ronson Aviation. In August 2009, the Company entered into a non-binding letter of intent to sell substantially all of the assets of Ronson Consumer Products. As a result, the operations of Ronson Consumer Products and Ronson Aviation have been classified as discontinued in all periods presented. (2) Diluted Earnings (Loss) per Common Share includes the dilutive effect of outstanding stock options. The stock options were anti-dilutive for all the periods presented and, therefore, were excluded from the computation of Diluted Earnings (Loss) per Common Share for those periods. This press release 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 expectation 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. COMPANY CONTACT: DARYL K. HOLCOMB (732) 438-0320 -----END PRIVACY-ENHANCED MESSAGE-----