10-Q/A 1 form10qa-104327_ronc.txt 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 10-Q/A (Amendment No. 2) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2009 Commission file number: 1-1031 RONSON CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-0743290 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation) 3 Ronson Road Woodbridge, New Jersey 07095 (Address of principal executive offices, including zip code) (732) 469-8300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes |_| No |_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Smaller Reporting Company |_| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of March 31, 2009, there were 5,083,539 shares of the registrant's common stock outstanding. EXPLANATORY NOTE Ronson Corporation (the "Company") is filing this Amendment No. 2 (this "Amendment No. 2") to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 (the "First Quarter 10-Q"), which was originally filed on May 20, 2009, to address comments from the staff (the "Staff") of the Securities and Exchange Commission in connection with the Staff's regular periodic review of the Company's filings. As a result of comments received from the Staff, the Company re-evaluated its classification of debt and determined to restate its consolidated financial statements for the fiscal year ended December 31, 2008 included in our Annual Report on Form 10-K for such fiscal year to reclassify certain Long-Term Debt as Current Liabilities and to make corresponding revisions to Item 7 -Management's Discussion and Analysis of Financial Condition and Results of Operations. These revisions were incorporated in Amendment No. 1 to our Annual Report on Form 10-K filed on November 23, 2009 ("Amendment No. 1") and, similarly, were implemented in an amendment to the First Quarter 10-Q in order to provide consistent presentation of financial information. In response to additional comments from the Staff, this Amendment No. 2 is being filed solely to amend the disclosure contained under Item 9A(T) - Controls and Procedures and to amend the Certifications so that they contain the exact language of Item 601(b)(31)(i) of Regulation S-K and are currently dated as of the date of this Amendment No. 2. Except as discussed above, the Company has not modified or updated disclosures presented in the First Quarter 10-Q, as previously amended, in this Amendment No. 2, except as required to reflect the items discussed above. Accordingly, this Amendment No. 2 does not reflect events occurring after the filing of the First Quarter 10-Q, as previously amended, or modify or update those disclosures affected by subsequent events or discoveries, and information contained in the First Quarter 10-Q and not affected by these restatements and reclassifications are unchanged. Events occurring after the filing of the First Quarter 10-Q or other disclosures necessary to reflect subsequent events have been or will be addressed in the Company's reports filed subsequent to the First Quarter 10-Q. This Amendment No. 2 should be read in conjunction with the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the First Quarter 10-Q, including any amendments to those filings. Item 4T. - Controls and Procedures Restatement As discussed in the Current Report on Form 8-K filed on November 20, 2008 and in our Annual Report on Form 10-K, as amended, management has restated its consolidated financial statements for the fiscal year ended December 31, 2008 and, similarly, restated the financial statements contained in the Company's Quarterly Report on Form 10-Q in order to provide consistent presentation of financial information. The determination to restate the previously issued financial information was made as a result of reassessment of the classification of certain debt based upon comments received from the Staff of the Securities and Exchange Commission relating to such classification and the Company's application of available guidance contained in Emerging Issues Task Force Statement 86-30 in this regard. Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report. While management's initial evaluation indicated that the Company's disclosure controls and procedures were effective, information brought to our attention by the Staff of the Securities and Exchange Commission prompted the Company to review the accounting treatment applied to certain debt and to determine that such treatment was improper and that such improper treatment constituted a material weakness in the Company's internal control over financial reporting. As described in the Explanatory Note and in Note 17 to our consolidated financial statements contained in Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, our consolidated financial statements for such period have been restated to correct the accounting treatment previously accorded to such debt and the application of the guidance provided by Emerging Issues Task Force Statement 86-30. A re-evaluation of our disclosure controls and procedures was performed as of the end of the period covered by this Quarterly Report of the effectiveness of the Company's disclosure controls and procedures. Based upon this re-evaluation, the Company's CEO and CFO concluded that, in light of the material weakness, the Company's disclosure controls and procedures were not effective as of December 31, 2008. Changes in Internal Controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls in the first fiscal quarter or subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RONSON CORPORATION Dated: December 22, 2009 By: /s/ Louis V. Aronson, II ------------------------ Louis V. Aronson, II President and Chief Executive Officer Dated: December 22, 2009 By: /s/ Daryl K Holcomb ------------------------ Daryl K. Holcomb Vice President, Chief Financial Officer & Controller EXHIBIT INDEX 31 Rule 13a-14(a)/15d-14(a) Certification filed herewith 32 Section 1350 Certification filed herewith