Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
FORM 10-K/A
(Amendment No. 2)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year ended December 31, 2008
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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) Securities registered pursuant to Section
12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
Yes |_| No |X|
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
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 |_|
Smaller Reporting Company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of June 30, 2008, the last business day of
the registrant's most recently completed second fiscal quarter, computed by
reference to the average bid and asked price of such common equity, last
reported in the over-the-counter market, was $4,284,298.
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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the 2008 Annual
Meeting of Shareholders are incorporated by reference into Part I.
EXPLANATORY NOTE
Ronson Corporation (the "Company") is filing this Amendment No. 2 (this
"Amendment No. 2") to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (the "2008 10-K"), which was originally filed on April 15,
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 year ended December 31, 2008 included
in our 2008 10-K 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 the 2008 10-K filed on November 23, 2009
("Amendment No. 1"). 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 2008 10-K (as amended by Amendment No. 1) 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 2008 10-K, as previously amended, or modify or update those
disclosures affected by subsequent events or discoveries and information
contained in the 2008 10-K and not affected by these restatements and
reclassifications are unchanged. Events occurring after the filing of the 2008
10-K or other disclosures necessary to reflect subsequent events have been or
will be addressed in the Company's reports filed subsequent to the 2008 10-K.
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 2008 10-K, including any amendments to those filings.
Item 9A(T). Controls and Procedures
Restatement
As discussed in the Current Report on Form 8-K filed on November 20, 2008 and
elsewhere in this Annual Report on Form 10-K, as amended, management has
restated its consolidated financial statements for the fiscal year ended
December 31, 2008. 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 fiscal year covered by this Annual 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 December 31, 2008 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.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting. A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.
The Company's management, including the CEO and CFO, does not expect that our
Disclosure Controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
In conjunction with the restatement 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, a
re-evaluation was performed by the Company's management, including the CEO and
CFO, of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2008, based on the criteria for effective internal
control described in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organization of the Treadway Commission. Based on this
re-evaluation, the Company's management concluded that, in light of the material
weakness in our internal control over financial reporting related to our need to
restate our consolidated financial statements because of our improper
classification of debt, the Company's internal control over financial reporting
was not effective as of December 31, 2008.
This Annual Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report. This report shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject the liabilities of that section, and is not incorporated by reference
into any filing of the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
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 last 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.
Dated: December 22, 2009
RONSON CORPORATION
By: /s/ Louis V. Aronson, II
-------------------------
Louis V. Aronson, II
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
Dated: December 22, 2009
/s/ Louis V. Aronson, II
-----------------------------------
Louis V. Aronson, II
President and Chief Executive Officer
and Director
Dated: December 22, 2009
/s/ Daryl K. Holcomb
-----------------------------------
Daryl K. Holcomb
Vice President, Chief Financial Officer
Controller
Dated: December 22, 2009
/s/ Erwin Ganz
-----------------------------------
Erwin Ganz
Treasurer, Assistant Secretary and
Director
Dated: December 22, 2009
/s/ Justin P. Walder
-----------------------------------
Justin P. Walder
Secretary and Director
Dated: December 22, 2009
/s/ Barbara Collins
-----------------------------------
Barbara Collins
Director
Dated: December 22, 2009
/s/ John H. Bess
-----------------------------------
John H. Bess
Director
Dated: December 22, 2009
/s/ Edward E. David
-----------------------------------
Edward E. David
Director
Dated: December 22, 2009
/s/ Gerard J. Quinnan
-----------------------------------
Gerard J. Quinnan
Director
EXHIBIT INDEX
31 Rule 13a-14(a)/15d-14(a) Certification filed herewith
32 Section 1350 Certification filed herewith
