RONSON CORP
8-K, 1995-08-04
MISCELLANEOUS CHEMICAL PRODUCTS
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                       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 22, 1995
                                                          ------------


                               RONSON CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New Jersey                    1-1031                  22-0743290
- -------------------------------        -----------           -------------------
(State or other jurisdiction of       (Commission            (I.R.S. Employer
incorporation or organization)         File Number           Identification No.)


             Campus Drive, P.O. Box 6707, Somerset, NJ         08875-6707
       ------------------------------------------------------------------
            (Address of principal executive offices)           (Zip Code)


                                 (908) 469-8300
              ----------------------------------------------------
              (Registrant's telephone number, including area code)
<PAGE>
                               RONSON CORPORATION

                                 FORM 8-K INDEX




        ITEM 5.    OTHER EVENTS


        ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS
<PAGE>
        Item 5.  Other Events

                 The  Registrant is a party to an employment  agreement with Mr.
        Louis V. Aronson II, dated  December 21, 1978, as amended July 24, 1980,
        July 1, 1982,  October 11, 1985,  July 7, 1988, May 10, 1989, and August
        22, 1991. On May 22, 1995, this agreement was amended.  The amendment is
        attached hereto as Exhibit 1.


        Item 7.  Financial Statements and Exhibits

                 a) Financial Statements:  None.

                 b) Exhibits:

                    1. Amendment dated May 22, 1995, to Employment  Agreement of
        December 21, 1978, as amended July 24, 1980,  July 1, 1982,  October 11,
        1985, July 7, 1988, May 10, 1989, and August 22, 1991, between Mr. Louis
        V. Aronson II and Ronson Corporation.


                                   SIGNATURE

        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.


                        Ronson Corporation

                        /s/Daryl Holcomb
                        ------------------------  
                        Daryl Holcomb
                        Chief Financial Officer,
                        Controller and Treasurer



        Dated:  July 31, 1995

                                                                       EXHIBIT 1



                        THIS  AGREEMENT  made and entered  into this 22nd day of
        May 1995, by and between RONSON CORPORATION,  a corporation of the State
        of New Jersey,  having its principal place of business at Corporate Park
        III, Campus Drive, Post Office Box 6707, Somerset, New Jersey 08875-6707
        (hereinafter  called  the  "Corporation"),  and  LOUIS  V.  ARONSON  II,
        residing at P.O. Box 9, Oldwick,  New Jersey 08858  (hereinafter  called
        "Aronson"):

                              W I T N E S S E T H:
                              --------------------


                        WHEREAS,  the  Corporation  and Aronson  entered into an
        Agreement  dated  December 21, 1978,  which was extended and modified by
        Agreements dated July 24, 1980, July 1, 1982,  October 11, 1985, July 7,
        1988,  May  10,  1989,  and as  further  amended  on  August  22,  1991,
        concerning  Aronson's  employment  with the  Corporation in an executive
        capacity as General Manager,  President,  and Chief Executive Officer of
        all domestic and foreign operations; and

                        WHEREAS,  the August  22,  1991  Agreement  by its terms
        expires on December 31, 1996; and

                        WHEREAS,  the  Corporation  is  cognizant  of  Aronson's
        substantial   contribution  to  the  Corporation's  operations  and  the
        importance  of  assuring  the  continuity  of his  services  in the best
        interests of the Corporation; and

                        WHEREAS,  the Corporation wishes to amend the August 22,
        1991 Agreement's  expiration date from December 31, 1996 to December 31,
        1998, and said extension is agreeable to Aronson;

                        NOW THEREFORE,

                        For and in  consideration  of the  premises  and  mutual
        covenants and agreements herein contained, the parties agree as follows:


                        (1) The July 7, 1988  Agreement,  and as further amended
        on May 10,  1989 and as further  amended on August 22,  1991,  is hereby
        extended for a period of two (2) years as follows:

                            (a) The Corporation agrees to and does hereby employ
        Aronson to do and perform all duties and  services of a  managerial  and
        executive  character as General  Manager,  President and Chief Executive
        Officer of the  Corporation's  manufacturing,  marketing,  financial and
        other  operations  which  may be  required  of  Aronson  by the Board of
        Directors  of the  Corporation  to December 31,  1998.  The  Corporation
        further agrees that this Agreement will continue after December 31, 1998
        from year to year -- that is to say,  from  January 1, 1999 to  December
        31, 1999 and for each  succeeding  year following  1999,  subject to the
        same terms and conditions  herein  contained unless the employment shall
        be  terminated  by not less than twelve  months  prior notice in writing
        given by either party to the other, or unless the parties agree to a new
        employment   contract  prior  to  the  expiration   date.  The  earliest
        termination date,  however,  shall be December 31, 1998. The Corporation
        agrees that  Aronson's  annual salary shall be payable  semi-monthly  or
        shall be paid as requested by Aronson,  with the understanding  that the
        sum drawn by Aronson shall not on an annual basis exceed the annual base
        salary.

                            (b) In the  event of the death of  Aronson  prior to
        the expiration of this Agreement, the Corporation shall pay to the widow
        of Aronson (or in the event of her death, to his designated  beneficiary
        or  beneficiaries)   the  equivalent  of  two  full  years  compensation
        including any of the incentive compensation, deferred or otherwise, that
        was payable to Aronson during the year immediately  preceding his death.
        These sums of money shall be paid in equal quarterly installments over a
        period of three years,  and until the sums of money have been fully paid
        and  satisfied,  interest  on any unpaid  balance  shall be at the prime
        interest rate as determined by Citibank, N.A.


                        (2) All of the terms, conditions and obligations, as set
        forth in the December 21, 1978, July 24, 1980, July 1, 1982, October 11,
        1985, July 7, 1988, May 10, 1989, and August 22, 1991 Agreements,  shall
        continue  in full force and  effect,  except to the extent  specifically
        modified by this Agreement.

                        IN WITNESS  WHEREOF,  the  Corporation  has caused  this
        instrument  to be  executed  by its  duly  authorized  officers  and its
        Corporate seal to be affixed,  and Aronson has hereunto set his hand and
        seal the day and year first above written.




        ATTEST:                         RONSON CORPORATION



        /s/Saul Weisman                 BY:  /s/Justin P. Walder
        ------------------------            -----------------------------


        WITNESS:



        /s/Christina M. Palmieri             /s/Louis V. Aronson II
        ------------------------            -----------------------------



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