8-K 1 form8k-109989_rclc.htm FORM 8-K form8k-109989_rclc.htm


 
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 10, 2010
 
RCLC, INC.
(Exact Name of Registrant as Specified in Charter)

New Jersey
001-01031
22-0743290
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1480 Route 9 North, Suite 301, Woodbridge, New Jersey
07095
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (732) 469-8300

 
(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 
 

 

RCLC, INC.
FORM 8-K INDEX

ITEM
PAGE
   
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
1
   
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A 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.

On August 10, 2010, RCLC, Inc. (formerly Ronson Corporation) (the “Company”) and its wholly-owned subsidiaries, RCPC Liquidating Corp. (formerly Ronson Consumer Products Corporation) (“RCPC”), Ronson Aviation, Inc. (“RAI”) and RCC Inc. (formerly Ronson Corporation of Canada Ltd.) (“Ronson Canada” and collectively with the Company, RCPC, and RAI, the “Borrowers”), further extended the previously reported forbearance agreement (the “Forbearance Agreement”) with their principal lender, Wells Fargo Bank, National Association (“Wells Fargo”), by entering into a Twenty-First Amendment to Forbearance Agreement, under which Wells Fargo agreed not to assert existing events of default under the Borrowers’ credit facilities with Wells Fargo through August 16, 2010, or such earlier date determined under the Forbearance Agreement, as amended.  As previously reported, the Forbearance Agreement had expired by its terms on July 26, 2010.  In addition to extending the term of the Forbearance Agreement, Wells Fargo waived the default that occurred under the Forbearance Agreement as a result of the Forbearance Agreement having expired by its terms on July 26, 2010.

The amendment also increases the maximum revolving credit line to $2,500,000 and the overadvance limit to $2,275,000, subject to interest thereon accruing at a rate equal to the prime rate plus 8% per annum.  In consideration for Wells Fargo’s agreement to enter into the amendment and its agreement to negotiate a debtor in possession financing facility with the Borrowers in the event of a bankruptcy filing, Wells Fargo was paid a fee in the amount of $225,000, which amount was charged as a revolving advance under the Borrowers’ credit facility with Wells Fargo.

The foregoing summary set forth in response to this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Forbearance Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.


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 with respect to the Company’s entry into an amendment to the Forbearance Agreement is incorporated by reference to this Item 2.03.


Item 9.01
Financial Statements and Exhibits.

(d) Exhibits:  The following exhibits are filed herewith:

No.
 
Description
     
10.1
 
Twenty-First Amendment to Forbearance Agreement dated as of August 10, 2010 among RCLC, Inc. (formerly Ronson Corporation), RCPC Liquidating Corp. (formerly Ronson Consumer Products Corporation), Ronson Aviation, Inc., RCC Inc. (formerly Ronson Corporation of Canada Ltd.) and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division
 







1

 
 

 

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.
 
   
 
RCLC, INC. (formerly Ronson Corporation)
     
Date: August 13, 2010
By:  
 /s/ Daryl K. Holcomb
 
Name: Daryl K. Holcomb
 
Title:   Vice President, Chief Financial Officer and Controller

 
 

 

Exhibit Index
 
No.
 
Description
     
10.1
 
Twenty-First Amendment to Forbearance Agreement dated as of August 10, 2010 among RCLC, Inc. (formerly Ronson Corporation), RCPC Liquidating Corp. (formerly Ronson Consumer Products Corporation), Ronson Aviation, Inc., RCC Inc. (formerly Ronson Corporation of Canada Ltd.) and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division