Attached files
| file | filename |
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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): July 16, 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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1480
Route 9 North, Suite 301, 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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(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):
□ 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))
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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On July 16, 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 July 21, 2010, or such earlier date 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 amendment to the Forbearance
Agreement attached as Exhibits 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 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits: The following exhibit is filed herewith:
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No.
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Description
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10.1
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Nineteenth
Amendment to Forbearance Agreement dated as of July 16, 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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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.
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RCLC,
INC. (formerly Ronson Corporation)
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||
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Date: July
22, 2010
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By:
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/s/
Joel Getzler
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Name:
Joel Getzler
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Title:
Chief Restructuring Officer
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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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Nineteenth
Amendment to Forbearance Agreement dated as of July 16, 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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