Attached files
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| EX-10.1 - EXHIBIT 10.1 - RONSON CORP | ex10-1.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): March 5, 2010
RCLC,
INC.
(Exact
Name of Registrant as Specified in Charter)
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New
Jersey
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001-01031
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22-0743290
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3
Ronson Road, P.O. Box 3000, Woodbridge, New Jersey
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07095
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (732)
469-8300
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RONSON
CORPORATION
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(Former
name or former address, if changed since last
report)
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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
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ITEM
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PAGE
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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1
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ITEM
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
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1
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ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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1
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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.
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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(a)
(1) On March 5, 2010, RCLC,
Inc. (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”), under which Wells Fargo has agreed not to assert existing
events of default under the Borrowers’ credit facilities with Wells Fargo
through March 31, 2010, or such earlier date determined under the Forbearance
Agreement.
The amendment to the Forbearance
Agreement maintains the maximum revolving credit line at $1,400,000, subject to
an automatic increase to $1,900,000 upon receipt by Wells Fargo of evidence of
approval (the “EDA Approval”) from the New Jersey Economic Development Authority
(the “EDA”) of a bond issuance to finance the acquisition by Hawthorne TTN
Holdings, LLC (“Hawthorne”) of the assets of RAI pursuant to the previously
disclosed Asset Purchase Agreement dated as of May 15, 2009, as amended, among
the Company, RAI and Hawthorne. Further, the amendment to the
Forbearance Agreement maintains the overadvance limit at $1,000,000, subject to
an automatic increase to $1,500,000 upon receipt of evidence of the EDA
Approval. The EDA Approval was received on March 9, 2010 and, as
such, the increases in each of the revolving credit line and the overadvance
limit have been put into effect.
In addition, the amendment to the
Forbearance Agreement deletes, in their entirety, Sections 2.9(h) and 2.9(i)(i)
of the credit facility which provided for the payment by the Company of
termination fees under certain circumstances.
RAI will
continue to be permitted to request advances under the Wells Fargo credit
facility until March 31, 2010; provided, however, that Wells Fargo will have no
obligation to make advances to RAI if (a) the Governor of the State of New
Jersey vetoes or fails to confirm the EDA Approval or (b) Wells Fargo, in its
reasonable discretion, believes that the bond issuance pursuant to the EDA
Approval is not expected to occur by March 31, 2010.
Based on
currently available information, the Company expects that the closing of the
sale of the RAI assets will occur by March 31, 2010.
As
previously reported, as a result of the consummation of the sale of the
Company’s consumer products business to Zippo Manufacturing Company on February
2, 2010, RCPC and Ronson Canada are no longer permitted to request advances
under the credit facility with Wells Fargo and any remaining assets of RCPC and
Ronson Canada are no longer considered in borrowing base
calculations.
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.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
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(a) The
text of Item 1.01(a)(1) of this Current Report on Form 8-K with respect to the
Company’s entry into an Twelfth Amendment to Forbearance Agreement is
incorporated by reference to this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits: The following exhibits are filed herewith:
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No.
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Description
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10.1
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Twelfth
Amendment to Forbearance Agreement dated as of March 5, 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
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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.
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RCLC,
INC. (formerly Ronson Corporation)
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||
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Date: March
11, 2010
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By:
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/s/
Daryl K. Holcomb
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Name:
Daryl K. Holcomb
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Title:
Vice President, Chief Financial Officer and
Controller
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Exhibit
Index
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No.
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Description
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10.1
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Twelfth
Amendment to Forbearance Agreement dated as of March 5, 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
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