Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - RONSON CORP | ex10-1.htm |
| EX-10.2 - EXHIBIT 10.2 - RONSON CORP | ex10-2.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 29, 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
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ENTRY
INTO MATERIAL DEFINITIVE AGREEMENT
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1
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ITEM
2.04.
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TRIGGERING
EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
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1
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ITEM
5.02.
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DEPARTURE
OF CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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2
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ITEM
9.01.
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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.
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On July 29, 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”), entered into an Amendment to Credit Agreement and Security
Agreement (the “Credit Agreement Amendment”) with their principal lender, Wells
Fargo Bank, National Association (“Wells Fargo”), which further amends the
Credit and Security Agreement, dated as of May 30, 2008 (as amended, modified,
supplemented or restated from time to time, the “Credit Agreement”), to which
the Borrowers and Wells Fargo are a party.
As previously reported, certain
events of default have occurred and are continuing under the Credit Agreement
which would permit Wells Fargo to accelerate the payment of all outstanding
indebtedness owed by the Company to Wells Fargo. These events of
default extend to maintaining financial covenant compliance relating to minimum
net income, net cash flow and tangible net worth requirements, failure to obtain
certain waivers and other agreements with third parties required under the
Credit Agreement and failure to meet certain financial reporting due
dates. Wells Fargo had agreed to forbear from exercising its rights
under the Credit Agreement pursuant to a forbearance agreement, dated March 29,
2009, which subsequently has been amended and extended numerous times (the
forbearance agreement, as amended, the “Forbearance Agreement”). The
most recent amendment to the Forbearance Agreement expired by its terms on July
26, 2010 and Wells Fargo has refused to provide further extension thereof
resulting in a termination event under such agreement again permitting Wells
Fargo to accelerate the payment of all outstanding indebtedness owed by the
Company. The total outstanding indebtedness to Wells Fargo as of
August 1, 2010 is approximately $2.862 million.
Notwithstanding the expiration of the
Forbearance Agreement and the existence of a termination event, Wells Fargo
agreed to an amendment of the Credit Agreement fixing the accommodation
overadvance limit at $1.65 million if drawn upon by July 30, 2010 and $1.5
million if drawn upon thereafter. The Company has drawn upon $1.5
million. Pursuant to the terms of the Credit Agreement Amendment
interest will accrue on the accommodation overadvance at the prime rate plus 8%
per annum. Additionally, 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 advanced under the Credit Agreement and any remaining
asserts of RCPC and Ronson Canada are no longer considered in borrowing base
calculations. The Credit Agreement Amendment contains an
acknowledgement by the Borrowers of the events of default, the expiration of the
Forbearance Agreement and the attendant existence of a termination event, and
the fact that Wells Fargo has no obligation to provide further
advances.
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 Credit Agreement
and Security Agreement annexed as Exhibit 10.1 to this Current Report on Form
8-K.
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Item
2.04
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Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
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The
text of Item 1.01 of this Current Report on Form 8-K with respect to the
expiration of the Forbearance Agreement and the existence of a termination
event that would permit Wells Fargo to accelerate the payment of all
outstanding indebtedness owed by the Company to Wells Fargo is
incorporated by reference to this item 2.04.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On July
29, 2010, the Company executed an amendment to the previously disclosed
engagement agreement between the Company and Getzler Henrich & Associates
LLC (“Getzler Henrich”), a corporate tunaround 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 to expire on July 31, 2010 through August 31,
2010. The amendment further confirms that, as of July 3, 2010, the
Company owes $1,909,981.52, consisting of $1,709,981.52 in fees and expenses and
$200,000 in Signing Bonus, to Getzler Henrich under the engagement agreement,
and such amount is owing and payable in full, without offset, deduction or
counterclaim of any kind or character whatsoever.
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
annexed hereto as Exhibit 10.2 to this Current Report on Form 8-K.
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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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Amendment
to Credit Agreement and Security Agreement, dated as of July 29, 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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10.2
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Letter
Amendment fully executed July 29, 2010 to Engagement Agreement, dated
March 30, 2008 between Ronson Corporation, now known as, RCLC, Inc., 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.
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RCLC,
INC. (formerly Ronson Corporation)
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||
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Date: August
4, 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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Amendment
to Credit Agreement and Security Agreement, dated as of July 29, 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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10.2
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Letter
Amendment fully executed July 29, 2010 to Engagement Agreement, dated
March 30, 2008 between Ronson Corporation, now known as, RCLC, Inc., and
Getzler Henrich & Associates
LLC.
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