Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - RONSON CORP | ex10-2.htm |
EX-10.1 - EXHIBIT 10.1 - RONSON CORP | ex10-1.htm |
EX-10.3 - EXHIBIT 10.3 - RONSON CORP | ex10-3.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): May 5, 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):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
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))
ITEM
|
PAGE
|
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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2
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
|
2
|
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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2
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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.
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On May 5, 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”), under which Wells Fargo agreed not to
assert existing events of default under the Borrowers’ credit facilities with
Wells Fargo through May 7, 2010, or such earlier date determined under the
Forbearance Agreement, to provide the Borrowers with additional time to
consummate the sale of RAI’s assets to Hawthorne TTN Holdings, LLC (“Hawthorne”)
pursuant to the previously disclosed Asset Purchase Agreement dated as of May
15, 2009, as amended (the “Hawthorne Asset Purchase Agreement”), among the
Company, RAI and Hawthorne. Since the sale of RAI’s assets to
Hawthorne has not been consummated, on May 10, 2010, the Borrowers further
extended the Forbearance Agreement with Wells Fargo through June 11, 2010, or
such earlier date determined under the Forbearance Agreement, to provide the
Borrowers with additional time, among other things, to consummate the sale of
RAI’s assets to Hawthorne pursuant to the Hawthorne Asset Purchase Agreement or,
alternatively, to pursue a sale of RAI to a third party other than
Hawthorne.
In addition to the extension of
forbearance, the amendment increases the maximum revolving credit line to
$2,400,000 and increases the overadvance limit to $1,325,000, subject to
interest thereon accruing at a rate equal to the prime rate plus 8% per
annum.
The amendment further provides that
Wells Fargo’s forbearance is conditioned upon, among other things, its receipt
of evidence (a) not later than May 11, 2010, that the Borrowers have engaged an
investment banking firm to market RAI and/or its assets under terms of
engagement reasonably acceptable to Wells Fargo, (b) not later than June 5,
2010, that the Borrowers have signed an asset purchase agreement to sell RAI or
its assets to a third party other than Hawthorne, which Wells Fargo in its
reasonable discretion believes will provide proceeds sufficient to repay all
indebtedness due and owing by the Borrowers to Wells Fargo, and (c) not later
than June 10, 2010, that the Freeholders of Mercer County, New Jersey have
consented to the assignment of RAI’s lease of premises at Mercer County Airport
to the proposed third party purchaser of RAI.
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. RAI could continue to request advances
under the Wells Fargo credit facility until June 11, 2010 or such earlier
termination date as determined under the Forbearance Agreement.
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
amendments to the Forbearance Agreement attached as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K.
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 of this Current Report on Form 8-K with respect to the
Company’s entry into amendments to the Forbearance Agreement is incorporated by
reference to this Item 2.03.
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e) On
May 10, 2010, the Company entered into an amendment of the previously reported
engagement agreement between the Company and Getzler Henrich & Associates
LLC (“Getzler Henrich”), a corporate turnaround and restructuring firm, pursuant
to which Joel Getzler is retained as Chief Restructuring Officer of the Company
and Getzler Henrich is providing operational restructuring services to the
Company. The amendment extends the term of Getzler Henrich’s
engagement, which was set to expire on April 30, 2010, until June 30,
2010. In addition to agreed to fees paid to Mr. Getzler and Getzler
Henrich under the engagement agreement, commencing with the week of May 4, 2010,
the Company shall pay Getzler Henrich for the services of Don Baxter or other
Getzler Henrich analyst, at such analyst’s per-hour rate, currently $300 per
hour.
The
foregoing summary set forth in response to this Item 5.02 does not purport to be
complete and is qualified in its entirety by reference to the full text of the
amendment to the engagement agreement between the Company and Getzler Henrich
attached as Exhibit 10.3 to this Current Report on Form 8-K.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits: The following exhibits are filed herewith:
No.
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Description
|
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10.1
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Sixteenth
Amendment to Forbearance Agreement dated as of May 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
|
|
10.2
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Seventeenth
Amendment to Forbearance Agreement dated as of May 7, 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
|
|
10.3
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Letter
Amendment dated as of April 30, 2010 to Engagement Agreement dated March
30, 2009 between Ronson Corporation and Getzler Henrich & Associates
LLC
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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.
RCLC,
INC. (formerly Ronson Corporation)
|
||
Date: May
11, 2010
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By:
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/s/
Daryl K. Holcomb
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Name:
Daryl K. Holcomb
|
||
Title:
Vice President, Chief Financial Officer and
Controller
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Exhibit
Index
No.
|
Description
|
|
10.1
|
Sixteenth
Amendment to Forbearance Agreement dated as of May 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
|
|
10.2
|
Seventeenth
Amendment to Forbearance Agreement dated as of May 7, 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
|
|
10.3
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Letter
Amendment dated as of April 30, 2010 to Engagement Agreement dated March
30, 2009 between Ronson Corporation and Getzler Henrich & Associates
LLC
|