-----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, AYWttr/WBhgzAiEhyAWCnNEUVKNRlfUv9VBQeXiC6AtifnTQnRxSlCLR+D5+eRrb P6nNCVpyye8kaRnRqkbF5Q== 0000914317-09-002152.txt : 20091120 0000914317-09-002152.hdr.sgml : 20091120 20091120144550 ACCESSION NUMBER: 0000914317-09-002152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091116 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 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: 091198307 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-103969_ronc.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 16, 2009 (Date of earliest event reported) RONSON CORPORATION (Exact Name of Registrant as Specified in Charter) New Jersey 0-1031 22-0743290 - ---------------------------- ------------------------ --------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| 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)) RONSON CORPORATION FORM 8-K INDEX ITEM PAGE ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION 1 ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW 1 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS 2 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 expectations of future events. The Company cannot assure 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 2.02. Results of Operations and Financial Condition. On November 16, 2009, Ronson Corporation (the "Company") issued a press release, furnished as Exhibit 99.1 and incorporated in this Item 2.02 by reference, announcing the Company's financial results for the quarter ended September 30, 2009. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On November 20, 2009, the Company's management and the Audit Committee of the Company's Board of Directors determined that, as a result of a reevaluation of the Company's accounting classification of debt brought about by comments included in Comment Letters recently received by the Company from the Securities and Exchange Commission, the Company should restate its financial statements for the year ended December 31, 2008 included in the Company's Annual Report on Form 10-K for the period then ended so that approximately $5,296,000 previously classified as long-term debt will be reclassified as current liabilities. Consequently, the previously issued consolidated financial statements for the year ended December 31, 2008 should no longer be relied on. The Company's management and the Audit Committee have discussed these matters with Demetrius & Company, L.L.C., the Company's independent registered public accounting firm. The Company expects to file an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as soon as possible after the Company has completed its analysis of the accounting debt classification issue which management expects will be within the next week. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 99.1 Press Release, dated November 16, 2009, issued by Ronson Corporation Additional Information and Where to Find It In connection with the Company's previously announced proposed sale of each of its aviation division and consumer products division, Ronson Corporation has filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SALE TRANSACTIONS. Investors and shareholders may obtain a free copy of the proxy statement and other documents filed by the Company (when available) at the SEC's website at http://www.sec.gov. The proxy statement and such other documents may also be obtained, free of charge, by directing a request to Daryl Holcomb, Chief Financial Officer, Ronson Corporation, 3 Ronson Road, P.O. Box 3000, Woodbridge, New Jersey 07095. Ronson Corporation and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed sale transactions. Information regarding the interests of the Company's participants in the solicitation is included in the preliminary proxy statement and will be included in the definitive proxy statement relating to the proposed sale transactions when it is filed with the SEC and becomes available. SIGNATURES 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. Dated: November __, 2009 RONSON CORPORATION By: /s/ Daryl K. Holcomb -------------------- Daryl K. Holcomb Vice President, Chief Financial Officer and Controller EX-99.1 2 ex99-1.txt EX-99.1 Exhibit 99.1 RONSON REPORTS SALES AND RESULTS OF OPERATIONS IN THE THIRD QUARTER AND NINE MONTHS OF 2009 Woodbridge, N.J., November 16, 2009 - Ronson Corporation (OTC RONC.PK) (the "Company") today reported its Results of Operations for the third quarter and nine months of 2009 in comparison with the third quarter and nine months of 2008. In March 2009, the Company announced its plan to divest Ronson Aviation, Inc. ("Ronson Aviation"). On March 30, 2009, because of a request from Wells Fargo that the Company retain a Chief Restructuring Officer, the Company retained Joel Getzler of Getzler Henrich & Associates LLC as its Chief Restructuring Officer. On May 18, 2009, the Company announced that it had entered into an agreement to sell substantially all of the assets of the wholly-owned subsidiary, Ronson Aviation. In August 2009, the Company entered into a letter of intent to sell substantially all of the assets of Ronson Consumer Products. On October 8, 2009, the Company entered into an agreement to sell substantially all of the assets of Ronson Consumer Products, including both Ronson Consumer Products Corporation ("RCPC") and Ronson Corporation of Canada Ltd. ("Ronson-Canada"). 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 $(383,000) in the third quarter of 2009 as compared to $(249,000) in the third quarter of 2008. The Company's Loss from Continuing Operations in the nine months of 2009 was $(941,000) as compared to $(822,000) in the nine months of 2008. The Company had a Loss from Discontinued Operations in the third quarter of 2009 of $(1,258,000) as compared to $(238,000) in the third quarter of 2008. The Company had a Loss from Discontinued Operations of $(2,592,000) in the nine months of 2009 as compared to $(164,000) in the nine months of 2008. The Loss from Discontinued Operations in the third quarter of 2009 included expenses for increased professional fees of $532,000, (before 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 nine months of 2009, the Company's Loss from Discontinued Operations included a forbearance fee to Wells Fargo of $500,000 (before income taxes) and the increased professional fees of about $1,778,000 (before 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-
RONSON CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30: 2009 2008 ---------- ---------- Net Sales $ -- $ -- Loss from continuing operations before interest and other items (309,000) (348,000) Loss from continuing operations before income taxes (457,000) (431,000) Income tax benefits (74,000) (2) (182,000) Loss from continuing operations (383,000) (249,000) Loss from discontinued operations before income taxes (1) (638,000) (3) (326,000) Income tax expense (benefit) related to discontinued operations (1) 620,000 (2) (88,000) Loss from discontinued operations (1) (1,258,000) (238,000) Net loss (1,641,000) (487,000) Basic and diluted loss per common share (4): Continuing operations $ (0.07) $ (0.05) Discontinued operations (0.25) (0.05) Basic and diluted $ (0.32) $ (0.10) Average common shares outstanding (4): Basic and diluted 5,084,000 5,084,000 FOR THE NINE MONTHS ENDED SEPT 30: - ---------------------------------- 2009 2008 ---------- ---------- Net sales $ -- $ -- Loss from continuing operations before interest and other (971,000) (1,175,000) Loss from continuing operations before income taxes (1,421,000) (1,420,000) Income tax benefits (480,000) (2) (598,000) Loss from continuing operations (941,000) (822,000) Loss from discontinued operations before income taxes (1) (2,808,000) (3) (144,000) Income tax expense (benefit) related to discontinued operations (1) (216,000) (2) 20,000 Loss from discontinued operations (1) (2,592,000) (164,000) Net loss (3,533,000) (986,000) Basic and diluted loss per common share (4): Continuing operations $ (0.18) $ (0.16) Discontinued operations (0.51) (0.03) Basic and diluted $ (0.69) $ (0.19) Average common shares outstanding (4): Basic and 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) In the third quarter of 2009, the Company reviewed the deferred income tax assets and determined that a portion would not be realized, and, therefore, the valuation allowance was increased, which increased the income tax expense, by approximately $922,000 as follows: Continuing operations $118,000 Discontinued operations 804,000 (3) The Loss from Discontinued Operations in the third quarter and nine months of 2009 included expenses for increased professional fees consisting of legal fees, fees related to the Chief Restructuring Officer, other increased fees charged by Wells Fargo, investment banking expenses and a forbearance fee to Wells Fargo as follows: Quarter Nine Months Increased professional fees $532,000 $1,778,000 Forbearance fee 50,000 500,000 Total 582,000 2,278,000 (4) Diluted 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 Loss per Common Share for those periods. Important Additional Information and Where to Find It: This press release is for informational purposes only. It is not a solicitation of a proxy. In connection with the Company's previously announced proposed sale of each of its aviation division and consumer products division, Ronson Corporation has filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SALE TRANSACTIONS. Investors and shareholders may obtain a free copy of the proxy statement and other documents filed by the Company (when available) at the SEC's website at http://www.sec.gov. The proxy statement and such other documents may also be obtained, free of charge, by directing a request to Daryl Holcomb, Chief Financial Officer, Ronson Corporation, 3 Ronson Road, P.O. Box 3000, Woodbridge, New Jersey 07095. Ronson Corporation and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed sale transactions. Information regarding the interests of the Company's participants in the solicitation is included in the preliminary proxy statement and will be included in the definitive proxy statement relating to the proposed sale transactions when it is filed with the SEC and becomes available. 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-----