-----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, CXY5z+xGUV5RsAN0mBjqs9VW6PDZh4rA9XTUr8gEVAVgHWDUQs8yjD8vrRdBiyob 3BugT50HCcYw32m1ceq8iA== 0000914317-09-002351.txt : 20091231 0000914317-09-002351.hdr.sgml : 20091231 20091231142622 ACCESSION NUMBER: 0000914317-09-002351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091228 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: 20091231 DATE AS OF CHANGE: 20091231 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: 091268320 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-104335_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) December 28, 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) [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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT 1 ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT 1 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS 1 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 1.01. Entry into a Material Definitive Agreement. (a) On December 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 the 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 February 5, 2010, or such earlier date determined under the Forbearance Agreement. In addition, the amendment to the Forbearance Agreement provides that the amount of advances which Wells Fargo will extend under the Company's maximum revolving credit line shall increase automatically from $3,500,000 to $3,700,000 and that the maximum overadvance facility shall increase automatically from $2,000,000 to $2,200,000, in each case, upon receipt by Wells Fargo of evidence satisfactory to it, in its sole discretion, that the Company's proxy statement for the solicitation of shareholder approval of the Company's contemplated sales of the assets of its Aviation Division and Consumer Products Division has been cleared by the Securities and Exchange Commission for mailing to the Company's shareholders. 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. Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: The following exhibits are filed herewith: Exhibit No. Description - --------------- -------------------------------------------------------------- Exhibit 10.1 Ninth Amendment to Forbearance Agreement, dated December 28, 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. 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. Ronson Corporation Date: December 29, 2009 ------------------------ By: /s/ Daryl Holcomb ------------------------------ Daryl Holcomb Vice President, Chief Financial Officer and Controller EX-10.1 2 ex10-1.txt EX-10.1 Exhibit 10.1 NINTH AMENDMENT TO FORBEARANCE AGREEMENT This Ninth Amendment to Forbearance Agreement (the "Amendment") is --------- entered into as of this 28th day of December, 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 December 31, 2009. Borrowers have requested that Lender amend the definition of Termination Event to extend the stated expiration date in the Forbearance Agreement from December 31, 2009 to February 5, 2010 in order to provide Borrowers with additional time to consummate 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 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: (b) For purposes of this Agreement, a "Termination Event" ---------------- shall mean the earliest to occur of (i) February 5, 2010 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 (a) 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 or (b) Section 6.1(c) of the Credit Agreement to deliver monthly financial statements to Lender for the months ending October 31, 2009 and November 30, 2009, within 30 days of the end of such months; (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. 2. Amendments to Credit and Security Agreement. The following ------------------------------------------- definitions set forth in Section 1.1 of the Credit Agreement shall be amended and restated in their entirety to read as follows: "Accommodation Overadvance Limit" means up to $2,000,000 from the Accommodation Overadvance Funding Date through the occurrence of a Termination Event (as such term is defined in the Forbearance Agreement); provided, however, that on such date as Lender shall have -------- ------- received evidence, satisfactory to Lender in its sole discretion, that the Securities and Exchange Commission (the "SEC") has (i) deemed the --- joint proxy submitted by Obligors to the SEC on December 16, 2009 (the "Proxy"), to be effective and (ii) given its consent to Obligors ----- mailing the Proxy to Parent's shareholders, the amount set forth herein shall automatically be increased to $2,200,000. "Maximum Line Amount" means $3,500,000; provided, however, -------- ------- that on such date as Lender shall have received evidence, satisfactory to Lender in its sole discretion, that the SEC has (i) deemed the Proxy to be effective and (ii) given its consent to Obligors mailing the Proxy to Parent's shareholders, the amount set forth herein shall automatically be increased to $3,700,000, unless this amount is reduced pursuant to Section 2.12, in which event it means such lower amount; 3. Release of Liens. Obligors acknowledge and agree that Lender shall ---------------- have no obligation upon or following the sale of either (a) RAI's assets to Hawthorne TTN Holdings, LLC pursuant to that certain Asset Purchase Agreement dated as of May 15, 2009, as amended, and/or (b) RCPC's assets to Zippo Manufacturing, Inc. and Nosnor, Inc., pursuant to that certain Asset Purchase Agreement dated as of October 5, 2009, to make any loans or Advances to the Obligors. 4. Reaffirmation of Forbearance Fee. Obligors hereby reaffirm their -------------------------------- agreement to pay Lender a forbearance fee in the amount of Five-Hundred Thousand Dollars ($500,000) in accordance with the terms and conditions set forth in the Seventh Amendment to Forbearance Agreement dated as of July 31, 2009. 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. Except as specifically set forth in Paragraph 1 above, --------- 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----