SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
RONSON CORPORATION
(Name of Registrant as Specified in its Charter)
------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
RONSON CORPORATION
Corporate Park III
Campus Drive
Post Office Box 6707
Somerset, New Jersey 08875
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 27, 1996
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Ronson Corporation (the "Company") will be held at the Quality
Inn, 1850 Easton Avenue, Somerset, New Jersey, on August 27, 1996 at 10 o'clock
a.m. (Eastern Daylight Time) for the following purposes:
1. To elect three (3) directors;
2. To ratify the appointment of Demetrius & Company, L.L.C. as
independent auditors for the Company for the year 1996;
3. To approve and ratify the adoption of the Ronson Corporation 1996
Incentive Stock Option Plan;
4. To consider and act upon such other business which may properly
come before the Meeting.
The Board of Directors has fixed the close of business on July 19, 1996 as
the time as of which the stockholders of record entitled to notice of and to
vote at the Meeting will be determined.
You are cordially invited to attend the Meeting in person or to send a
proxy so that your shares may be represented. Even though you have sent a proxy,
if you attend the Meeting in person, you may revoke the proxy and vote your
shares in person.
A proxy is enclosed with this notice, together with a postage-paid return
envelope. Please date and sign the proxy and mail it in the return envelope.
Justin P. Walder
Secretary
Dated: July 29, 1996
<PAGE>
RONSON CORPORATION
Corporate Park III
Campus Drive
Post Office Box 6707
Somerset, New Jersey 08875
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 27, 1996
- --------------------------------------------------------------------------------
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Ronson Corporation (the "Company"), for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on August 27, 1996 at 10 o'clock a.m.
(Eastern Daylight Time), at the Quality Inn, 1850 Easton Avenue, Somerset, New
Jersey, and at any adjournment thereof. The Meeting has been called for the
following purposes:
1. To elect three (3) directors;
2. To ratify the appointment of Demetrius & Company, L.L.C. as independent
auditors for the Company for the year 1996;
3. To approve and ratify the adoption of the Ronson Corporation 1996
Incentive Stock Option Plan;
4. To consider and act upon such other business which may properly come
before the Meeting.
Stockholders are requested to date and execute the enclosed form of proxy
and return it in the postage-paid return envelope provided. If the enclosed
proxy is signed and returned prior to the Meeting, it will be voted, unless
subsequently revoked, in accordance with the specification made thereon or, if
no specification is made, in accordance with the recommendations of management.
The enclosed proxy may be revoked at any time prior to the voting thereof by
notifying the Secretary of the Company in writing of the revocation or by filing
with the Secretary another duly executed proxy bearing a later date. Even though
you have sent a proxy, if you attend the Meeting in person, you may revoke the
proxy and vote your shares in person. Under New Jersey law, your attendance at
the Meeting by itself does not revoke your proxy, a written notice of revocation
filed with the Secretary of the Meeting prior to the voting of the proxy is also
necessary.
This proxy statement and the accompanying form of proxy are first being
mailed to stockholders on or about July 29, 1996. The expenses of preparing,
assembling, printing and mailing these proxy materials will be paid by the
Company.
The Company will also reimburse brokers, fiduciaries and nominees for the
cost of forwarding proxies and proxy statements to the beneficial owners of
Common Stock. In addition to solicitation by mail, directors, officers and
regular employees of the Company may also solicit proxies in person, by
telephone or by telegraph. Directors and officers of the Company who may also
solicit proxies will receive no additional compensation for rendering such
services. To assist in the solicitation of proxies from all stockholders,
including brokers, bank nominees, institutional holders and others, the Company
has engaged Morrow & Co. of New York City for a fee estimated to be
approximately $3,500 plus out of pocket expenses.
<PAGE>
Quorum and Voting
The Company has outstanding only one class of voting securities, Common
Stock. Each share of Common Stock is entitled to one vote. Only stockholders of
record at the close of business on July 19, 1996 are entitled to vote at the
Meeting. There were 1,801,535 shares of the Company's Common Stock outstanding
at the close of business on July 19, 1996.
The affirmative vote of holders of a majority of the Company's Common Stock
present at the Meeting in person or by proxy is required to elect three (3)
Company directors, to ratify the appointment of Demetrius & Company, L.L.C. as
the Company's independent auditors for the year 1996, and to approve and ratify
the adoption of the Ronson Corporation 1996 Incentive Stock Option Plan,
provided that a quorum, consisting of at least a majority of the Company's
outstanding Common Stock, is present.
Principal Holders of the Company's Voting Securities
Set forth below are the persons who, to the best of management's knowledge,
own beneficially more than five percent of any class of the Company's voting
securities, together with the number of shares so owned and the percentage which
such number constitutes of the total number of shares of such class presently
outstanding:
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Louis V. Aronson II 486,935 (1)(2) 24.7% (1)(2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Common Ronson Corporation Retirement Plan 165,260 (2) 8.7% (2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Common Patrick Kintz 224,166 (3) 12.4% (3)
8323 Misty Vale
Houston, Texas 77075
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 166,979 shares of unissued Common Stock issuable to Mr. L.V.
Aronson upon conversion of 166,979 shares of 12% Cumulative Convertible
Preferred Stock owned by Mr. L.V. Aronson. The above does not include
22,500 shares of unissued Common Stock issuable to Mr. L.V. Aronson upon
exercise of stock options held by Mr. L.V. Aronson for 22,500 shares under
the Ronson Corporation 1996 Incentive Stock Option Plan ("1996 Plan"). The
options under the 1996 Plan are subject to the approval of the stockholders
at the Meeting as set forth herein.
<PAGE>
(2) The Ronson Corporation Retirement Plan ("Retirement Plan") is the
beneficial owner of 165,260 shares which include 91,487 shares of unissued
Common Stock issuable to the Retirement Plan upon conversion of 91,487
shares of 12% Cumulative Convertible Preferred Stock owned by the
Retirement Plan. The shares held by the Retirement Plan are voted by the
Retirement Plan's trustees, Messrs. L.V. Aronson, E.M. Ganz and I.M.
Gedinsky. If the shares held by the Retirement Plan were included in Mr.
L.V. Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial
ownership would be 652,195 shares, or 31.7% of the class. If the shares
held by the Retirement Plan were included in Mr. Ganz's beneficial
ownership, Mr. Ganz's beneficial ownership would be 182,063 shares, or 9.6%
of the class. If the shares held by the Retirement Plan were included in
Mr. Gedinsky's beneficial ownership, Mr. Gedinsky's beneficial ownership
would be 165,260 shares or 8.7% of the class. The Retirement Plan's
holdings were reported in 1988 on Schedule 13G.
(3) Includes 196,066 shares of Common Stock owned directly, 25,000 shares owned
as joint tenant with his spouse and 3,000 shares owned by his spouse. This
information was provided to the Company by Mr. Kintz.
Security Ownership of Management
The following table shows the number of shares of Common Stock beneficially
owned by each director and nominee and by all directors and officers as a group
as of July 19, 1996, and the percentage of the total shares of Common Stock
outstanding on July 19, 1996 owned by each individual and by the group shown in
the table. Individuals have sole voting and investment power over the stock
shown unless otherwise indicated in the footnotes:
<TABLE>
<CAPTION>
Name of Individual or Amount and Nature of Percent of
Identity of Group Beneficial Ownership(2) Class
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Louis V. Aronson II 486,935 (3) 24.7% (3)
Robert A. Aronson 1,599 (1)
Barton P. Ferris, Jr. 36,349 2.0%
Erwin M. Ganz 16,803 (3) (1) (3)
Gerard J. Quinnan 500 (1)
Justin P. Walder 24,981 1.4%
Saul H. Weisman 7,923 (1)
All directors and officers as a group (nine (9)
individuals including those named above) 596,490 29.3%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares owned beneficially are less than 1% of total shares outstanding.
<PAGE>
(2) Shares listed as owned beneficially include unissued Common Stock issuable
upon conversion of 219,070 shares of 12% Cumulative Convertible Preferred
Stock and exercise of 13,500 shares subject to option under the Ronson
Corporation 1983 and 1987 Incentive Stock Option Plans as follows (refer to
Note 4 below regarding shares of Common Stock subject to options under the
1996 Plan):
<TABLE>
<CAPTION>
12% Cumulative Additional
Convertible Common Shares Common Shares
Preferred Shares Under Option Under 1996 Plan (4)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Louis V. Aronson II 166,979 -- 22,500
Robert A. Aronson 566 -- --
Barton P. Ferris, Jr. 25,411 -- --
Erwin M. Ganz 7,843 -- --
Gerard J. Quinnan -- -- --
Justin P. Walder 13,603 -- 5,000
Saul H. Weisman 4,568 -- --
All directors and officers as a group
(nine (9) individuals including
those named above) 219,070 13,500 41,000
</TABLE>
(3) Does not include 73,773 shares of issued Common Stock owned by the
Retirement Plan and 91,487 shares of unissued Common Stock issuable to the
Retirement Plan upon conversion of 91,487 shares of 12% Cumulative
Convertible Preferred Stock. The shares held by the Retirement Plan are
voted by the Retirement Plan's trustees, Messrs. L.V. Aronson, Ganz and
Gedinsky. If the shares held by the Retirement Plan were included in Mr.
L.V. Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial
ownership would be 652,195 shares or 31.7% of the class. If the shares held
by the Retirement Plan were included in Mr. Ganz's beneficial ownership,
Mr. Ganz's beneficial ownership would be 182,063 shares, or 9.6% of the
class.
(4) The Additional Common Shares Under the 1996 Plan are unissued Common Stock
issuable to the above individuals upon exercise of stock options held by
them under the 1996 Plan. The options under the 1996 Plan are subject to
the approval of the stockholders at the Meeting as set forth herein.
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and Bylaws, three
(3) directors are to be elected at this year's Meeting, two (2) to fill Class
III director positions that will expire with the 1999 Annual Meeting of
Stockholders and one (1) to fill a Class I director position that will expire
with the 1997 Annual Meeting of Stockholders. The Nominating Committee of the
Board has nominated Messrs. Louis V. Aronson II and Barton P. Ferris, Jr. for
election as the Class III directors and Gerard J. Quinnan as the Class I
director. (Classification of the Board was adopted pursuant to an amendment to
the Company's Certificate of Incorporation which was approved by the
stockholders of the Company at an Annual Meeting of Stockholders held on
November 8, 1983.)
<PAGE>
Proxies will be voted for the election of such nominees unless contrary
instructions are set forth on the proxy.
The Board of Directors recommends that stockholders vote FOR the two
nominated directors to fill the Class III positions and one nominated director
to fill the Class I position, and signed proxies returned unmarked will be voted
FOR the nominated directors.
The following table contains information regarding the present Board,
including information regarding the nominees for election, who are currently
directors of the Company.
<TABLE>
<CAPTION>
Positions and Offices with Company
Presently Held (other than that of
Term as Director); Business Experience During
Period Served Director Past Five Years (with Company unless
Name of Director Age As Director Expires otherwise noted)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Louis V. Aronson II 73 1952 - Present 1996 President & Chief Executive Officer; Chairman of
Executive Committee and Finance Committee; Member
of Nominating Committee.
Robert A. Aronson 46 1993 - Present 1998 Member of Audit Committee and Finance
Committee; Managing Member of Independence
Leather, L.L.C., Newark, NJ, the principal
business of which is the import of leather
products, May 1996 to present; Senior Vice
President/Chief Financial Officer of Dreher, Inc.,
Newark, NJ, the principal business of which is the
manufacture and import of leather products,
October 1987 to May 1996; son of the President and
Chief Executive Officer of the Company.
Barton P. Ferris, Jr. 56 1989 - Present 1996 Member of Finance Committee;
Managing Director-Corporate Finance, Commonwealth
Associates, New York, NY, the principal business
of which is investment banking and securities
brokerage, October 1995 to present; Managing
Director-Investment Banking, Lepercq, de Neuflize
& Co. Incorporated, New York, NY, the principal
business of which is investment banking and money
management, January 1990 to October 1995; Director
of Family Bargain Corporation.
Erwin M. Ganz 66 1976 - Present 1998 Chairman of Audit Committee; Member of Executive
Committee, Finance Committee and Nominating
Committee; Executive Vice President-Industrial
Operations, 1975-1993; Chief Financial Officer,
1987-1993.
Gerard J. Quinnan 67 June 1996 - 1996 Consultant for the Company, 1990-present;
Present Vice President-General Manager of Ronson Consumer
Products Corporation, 1981-1990.
<PAGE>
<CAPTION>
Positions and Offices with Company
Presently Held (other than that of
Term as Director); Business Experience During
Period Served Director Past Five Years (with Company unless
Name of Director Age As Director Expires otherwise noted)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Justin P. Walder 60 1972 - Present 1998 Secretary; Assistant Corporation Counsel;
Member of Executive Committee and Nominating
Committee; Principal in Walder, Sondak & Brogan,
P.A., Attorneys at Law, Roseland, NJ.
Saul H. Weisman 70 1978 - Present 1997 Member of Executive Committee and Audit Committee;
President, Jarett Industries, Inc., Cedar Knolls,
NJ, the principal business of which is the sale of
hydraulic and pneumatic equipment to industry.
</TABLE>
No director also serves as a director of another company registered under
the Securities Exchange Act of 1934, except for Mr. Ferris, who serves as a
director of Family Bargain Corporation.
The following table sets forth certain information concerning the executive
officers of the Company:
<TABLE>
<CAPTION>
Positions and Offices
Period Served with Company;
Name Age as Officer Family Relationships
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Louis V. Aronson II 73 1953 - Present President & Chief Executive Officer;
Chairman of the Executive Committee and the
Finance Committee; Director.
Daryl K. Holcomb 45 June 1996 - Present Vice President;
1993 - Present Chief Financial Officer;
1988 - Present Controller and Treasurer; None.
Justin P. Walder 60 1989 - Present Secretary;
1972 - Present Assistant Corporation Counsel; Director; None.
</TABLE>
Messrs. L.V. Aronson and Holcomb have been employed by the Company in
executive and/or professional capacities for at least the five year period
immediately preceding the date hereof. Mr. Walder has been Secretary, Assistant
Corporation Counsel and Director of the Company and a principal in Walder,
Sondak & Brogan, P.A., Attorneys at Law, for at least the five year period
preceding the date hereof.
<PAGE>
Certain Relationships and Related Transactions
Refer to Compensation Committee Interlocks and Insider Participation below
for information in response to this item.
During the year ended December 31, 1995, no director or officer of the
Company was indebted to the Company or its subsidiaries.
BOARD OF DIRECTORS
The Board of the Company held six (6) regular meetings during 1995. During
the year 1995, each of the incumbent directors including those standing for
reelection attended more than 75% of the total number of meetings of the Board
and Committees on which he served.
The Board currently has four standing Committees: Audit, Executive, Finance
and Nominating.
The Audit Committee consists of three individuals: Messrs. Ganz (Chairman),
R.A. Aronson and Weisman. The Audit Committee recommends the selection of
independent auditors for the Company, reviews the scope and timing of their
work, reviews with the auditors the financial accounting and reporting
principles used by the Company, the policies and procedures concerning audits,
accounting and financial controls, and any recommendations to improve its
existing practices. It also has general powers relating to accounting and
auditing matters and reviews the results of the independent audit. The Audit
Committee met one (1) time during 1995.
The Executive Committee consists of four individuals: Messrs. L.V. Aronson
(Chairman), Ganz, Walder and Weisman. The Executive Committee is empowered to
exercise all the powers of the Board when the Board is not in session or when a
quorum of the Board does not attend a meeting properly called, except that it
shall not act in conflict with any action or position previously taken by the
Board nor take certain other actions reserved to the Board. The Executive
Committee met six (6) times during 1995.
The Finance Committee consists of four individuals: Messrs. L.V. Aronson
(Chairman), R.A. Aronson, Ferris and Ganz. The Finance Committee is authorized
and directed to examine and inquire into the fiscal affairs of the Company and
its financial structure, policies and operations and from time to time to make
such reports and recommendations thereon to the Board as the Committee may deem
advisable. The Finance Committee did not meet during 1995.
The Nominating Committee consists of three individuals: Messrs. L.V.
Aronson, Ganz and Walder. The Nominating Committee makes recommendations to the
Board concerning the composition of the Board, including its size and the
qualification of its membership. It also recommends nominees to fill vacancies
or new positions on the Board and a slate of directors to serve as the Board's
nominees for election by the stockholders at the Annual Meeting. The Nominating
Committee met one (1) time during 1995. Written recommendations by stockholders
concerning proposed nominees for election to the Board will be presented to the
Nominating Committee for its consideration. Recommendations should be mailed to
the Nominating Committee of the Board before February 28, 1997 in order to be
considered in connection with the next Annual Meeting. Recommendations should
include a brief description of the proposed nominee's qualifications and other
relevant biographical data as well as a written consent of the proposed nominee
to act as a director if nominated and elected.
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table presents compensation information for the
years ended December 31, 1995, 1994 and 1993 for the Chief Executive Officer and
the other executive officer of the Company whose base salary and bonus exceeded
$100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensa- All
Annual Compensation tion Other
---------------------------- --------- Compen-
Salary Bonus Options/ sation
Name and Principal Position Year ($) ($) (1) SARS (#) ($) (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Louis V. Aronson II 1995 $403,882 $53,031 -- $ 9,264
President & Chief 1994 377,460 78,830 -- 9,174
Executive Officer 1993 365,144 31,833 -- 10,205
Daryl K. Holcomb 1995 100,625 13,322 5,500 2,424
Vice President & 1994 95,625 20,583 -- 2,040
Chief Financial Officer, 1993 95,000 7,716 7,000 2,040
Controller & Treasurer
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The compensation included in the bonus column is an incentive payment
resulting from the attainment by the Company's subsidiaries of certain
levels of net sales and profits before taxes.
(2) In 1995, All Other Compensation included matching credits by the Company
under its Employees' Savings Plan (Mr. L.V. Aronson, $3,000 and Mr.
Holcomb, $2,424); and the cost of term life insurance included in
split-dollar life insurance policies (Mr. L.V. Aronson, $6,264).
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
---------------------------------------------------------- Value at Assumed
Annual Rates of
Percent of Stock Price
Total Options Appreciation for
Options Granted to Exercise Option Term (1)
Granted Employees in Price Expiration ---------------------
Name (#) Fiscal Year (per sh) Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daryl K. Holcomb 5,500 100% $1.625 May 22, 2000 $2,469 $5,456
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts for the named executive shown in these columns have been derived by
multiplying the exercise price by the annual appreciation rate shown
(compounded for the term of the options), multiplying the result by the
number of shares covered by the options, and subtracting the aggregate
exercise price of the options. The dollar amounts set forth under this
heading are the result of calculations at the 5% and 10% rates set by the
Securities and Exchange Commission ("SEC") and, therefore, are not intended
to forecast possible future appreciation, if any, of the stock price of the
Company.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table summarizes, for each of the named executive officers,
the number of stock options unexercised at December 31, 1995. All options held
by the named executives were exercisable at December 31, 1995. "In-the-money"
options are those where the fair market value of the underlying securities
exceeds the exercise price of the options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Value of
Unexercised In-the-Money
Options at Options at
Shares Acquired Value (1) FY-End (2) (5) FY-End (3)
Name on Exercise Realized Exercisable Exercisable
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Louis V. Aronson II 20,000 $34,750 20,000 (4) $11,250
Daryl K. Holcomb -- -- 20,000 48,663
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The value realized equals the market value of the Common Stock acquired on
the date of exercise minus the exercise price.
(2) The options held by the named executive officers at December 31, 1995 are
exercisable at any time and expire at various times from May 16, 1996,
through May 22, 2000.
<PAGE>
(3) The value of the unexercised options was determined by comparing the
average of the bid and asked prices of the Company's Common Stock at
December 31, 1995, to the option prices. All options held by the named
executive officers were in-the-money at December 31, 1995.
(4) The options for 20,000 shares of Common Stock held by Mr. L.V. Aronson at
December 31, 1995 were exercised in March 1996 at a price of $3.1875 per
share, for a total cost of $63,750.
(5) Options under the 1996 Plan which were granted to the named executives,
subject to stockholder approval, are not included in the table. These
options granted in 1996 were 22,500 shares of Common Stock at $3.1625 per
share to Mr. L.V. Aronson and 10,000 shares of Common Stock at $2.875 per
share to Mr. Holcomb.
LONG-TERM INCENTIVE PLANS
None.
PENSION PLAN
No named executive is a participant in a pension plan of the Company.
COMPENSATION OF DIRECTORS
Effective November 21, 1995, directors who are not officers of the Company
receive an annual fee of $7,500 and, in addition, are compensated at the rate of
$600 for each Board meeting actually attended and $350 for each Committee
meeting actually attended. Officers of the Company receive no compensation for
their services on the Board or on any Committee.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Mr. L.V. Aronson II is a party to an employment contract with the Company
dated September 21, 1978, which, as amended on July 24, 1980, July 1, 1982,
October 11, 1985, July 7, 1988, May 10, 1989, August 22, 1991 and May 22, 1995,
provides for a term expiring December 31, 1998. The employment contract provides
for the payment of a base salary which is to be increased 7% as of January 1 of
each year. It also provides that the Company shall reimburse Mr. L.V. Aronson
for expenses, provide him with an automobile, and pay a death benefit equal to
two years' salary. During 1990, Mr. L.V. Aronson offered and accepted a 5%
reduction in his base salary provided for by the terms of his employment
contract, and, in addition, a 7% salary increase due January 1, 1991 under the
terms of the contract was waived. During 1992 also, Mr. L.V. Aronson offered and
accepted a 7% reduction in his base salary. Effective September 1, 1993, Mr.
L.V. Aronson offered and accepted a further 5% reduction in his base salary.
Under the employment contract, Mr. L.V. Aronson's full compensation will
continue in the event of Mr. L.V. Aronson's disability for the duration of the
agreement or one full year, whichever is later. The employment contract also
provides that if, following a Change in Control (as defined in the employment
contract), Mr. L.V. Aronson's employment with the Company terminated under
prescribed circumstances as set forth in the employment contract, the Company
will pay Mr. L.V. Aronson a lump sum equal to the base salary (including the
required increases in base salary) for the remaining term of the employment
contract.
<PAGE>
REPRICING OF OPTIONS
No options were repriced during the year ended December 31, 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of the Company, as a whole, provides overall guidance of the
Company's executive compensation program. All members of the Board participate
in the review and approval of each of the components of the Company's executive
compensation program described below, except that no director who is also a
Company employee participates in the review and approval of his compensation.
Directors of the Company who are also current employees of the Company are
Messrs. L.V. Aronson and Walder. Directors of the Company who are also former
employees of the Company are Messrs. R.A. Aronson, whose employment with the
Company ceased in 1987, Ganz, who retired from the Company in 1993, and Quinnan,
who retired from Ronson Consumer Products in 1990. Mr. Ganz has a consulting
agreement with the Company for the period ending December 31, 1997 which is
cancellable at any time by either party with 60 days notice and which
compensated Mr. Ganz for his services in the amount of $55,000 in the year ended
December 31, 1995, and provides compensation of $57,500 per year for the years
ending December 31, 1996 and 1997, plus participation in the Company's health
and life insurance plans. Mr. Quinnan performs consulting services for Ronson
Consumer Products, and, in 1995, Mr. Quinnan was compensated $10,950 for his
services and was provided the use of an automobile.
During the year ended December 31, 1995, the Company and Ronson Consumer
Products were provided printing services by Michael Graphics, Inc., a New Jersey
corporation, amounting to $99,313. A greater than 10% shareholder of Michael
Graphics, Inc. is the son-in-law of the Company's President, who also serves as
a director.
During the year ended December 31, 1995, Ronson Consumer Products, Ronson
Aviation and Ronson Metals retained the firm of Walder, Sondak & Brogan, P.A.,
Attorneys at Law, to perform legal services amounting to $69,662. Justin P.
Walder, a principal in that firm, is a director and officer of the Company.
Management believes that the terms received by the Company in these
transactions are as favorable to the Company as the Company could receive from
an unaffiliated third party.
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
As stated above, the Board, as a whole, provides overall guidance of the
Company's executive compensation program. The program covers the named executive
officers, all other executive officers and other key employees. The program has
three principal components: base salary, annual cash incentives under the
Company's Management Incentive Plan ("MIP"), and stock options under the
Company's 1987 and 1996 Incentive Stock Option Plans ("ISO Plans"). Mr. L.V.
Aronson's base salary is determined by the terms of his employment contract
discussed above, except for the reductions which have been offered and accepted
from time to time by Mr. L.V. Aronson. The amendments, also detailed above, to
Mr. L.V. Aronson's employment contract and the reductions offered and accepted
from time to time by Mr. L.V. Aronson have been reviewed and approved by the
Board. The Board also reviews and approves the salaries of all of the other
executive officers. Prior to the beginning of the fiscal year, the Board reviews
and approves which employees participate in the Company's MIP and the criteria
which will determine the cash awards under the plan to the participants after
the close of the fiscal year. The Board also reviews and approves all awards
under the Company's ISO Plans.
The base salaries are intended to meet the requirements of the employment
contract in effect for Mr. L.V. Aronson and to fairly compensate all the
officers of the Company for the effective exercise of their responsibilities,
their management of the business functions for which they are responsible, their
extended period of service to the Company and their dedication and diligence in
carrying out their responsibilities for the Company and its subsidiaries. In
1995 and prior years, increases have been granted to Mr. L.V. Aronson in
accordance with terms of the employment contract, except for the above mentioned
salary reductions offered and accepted from time to time by him. In 1995 and
prior years, the Board, after review, has approved increases to the other
executive officers.
The Company's MIP is based on the financial performance of the Company and
its subsidiaries and is adopted annually, after review, for the ensuing year by
the Board. Each year the Board sets the formula for determining incentive
compensation under the MIP for the Company and each subsidiary based upon (1)
the amount net sales exceed thresholds established by the Board and (2) pretax
profits as a percent of net sales. The Board determines who of the Company's and
its subsidiaries' key employees are eligible to participate in the MIP and what
each employee's level of participation may be. The thresholds set by the Board
must be met by the end of the fiscal year in order for each eligible employee to
receive an award under the MIP for that year.
The stock options granted under the Company's ISO Plans are designed to
create a proprietary interest in the Company among its executive officers and
other key employees and reward these executive officers and other key employees
directly for appreciation in the long-term price of the Company's Common Stock.
The ISO Plans directly link the compensation of executive officers and other key
employees to gains by the stockholders and encourages executive officers to
adopt a strong stockholder orientation in their work. In 1995, options were
granted to an executive officer of the Company.
The above report is presented by the Board of Directors:
Louis V. Aronson II Gerard J. Quinnan
Robert A. Aronson Justin P. Walder
Barton P. Ferris, Jr. Saul H. Weisman
Erwin M. Ganz
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative total stockholder returns on the Company's Common Stock during the
five fiscal years ended December 31, 1995 with the cumulative total returns of
the NASDAQ Stock Market (U.S. Companies) Index and the Russell 2000 Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ STOCK MARKET INDEX
AND RUSSELL 2000 INDEX
[GRAPHIC -- GRAPH PLOTTED TO POINTS IN TABLE BELOW]
<TABLE>
<CAPTION>
VALUE AS OF DECEMBER 31,
--------------------------------------------------------
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
RONSON CORP. 100.00 120.00 60.00 180.00 230.00 600.00
NASDAQ 100.00 160.56 186.87 214.51 209.69 296.30
RUSSELL 2000 100.00 146.05 172.94 205.64 201.89 259.31
</TABLE>
This graph assumes that $100 was invested in the Company's Common Stock on
December 31, 1990, in the NASDAQ Stock Market (U.S. Companies) Index and in the
Russell 2000 Index, and that dividends are reinvested.
The Company has determined that it is not possible to identify a published
industry or line-of-business index or a peer group of companies since the
Company has two distinct lines of business. The Company has selected the Russell
2000 Index since it is composed of companies with small capitalizations.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under SEC rules, the Company is required to review copies of beneficial
ownership reports filed with the Company which are required under Section 16(a)
of the Exchange Act by officers, directors and greater than 10% beneficial
owners. Based solely on the Company's review of forms filed with the Company,
the Company believes that no information is required to be reported under this
item.
INDEPENDENT AUDITORS
Demetrius & Company, L.L.C. has been selected and is recommended to
stockholders for ratification as auditors for the year ending December 31, 1996.
A representative of Demetrius & Company, L.L.C. is expected to attend the
Meeting with the opportunity to make a statement and/or respond to appropriate
questions from stockholders present at the Meeting.
The Board of Directors recommends that stockholders vote FOR the
ratification of the selection of Demetrius & Company, L.L.C., and signed proxies
returned unmarked will be voted FOR ratification.
<PAGE>
In July 1994, the Company notified its auditors, KPMG Peat Marwick LLP,
that it had determined to discontinue using the services of KPMG Peat Marwick
LLP ("former auditors") as its independent auditors. The discontinuation of the
services of the former auditors was recommended and approved by the Company's
Audit Committee and Board.
In August 1994, the Company engaged Demetrius & Company, L.L.C. as its
independent auditors. The engagement of Demetrius & Company, L.L.C. was
recommended and approved by the Company's Audit Committee and Board. The Company
did not consult with Demetrius & Company, L.L.C. on any matter during the two
fiscal years ended December 31, 1993 and 1992, or during the subsequent interim
period prior to the Company's discontinuation of the services of the former
auditors.
The reports of the former auditors on the Company's financial statements
for the two years ended December 31, 1993 and 1992 were modified as to
uncertainties. The uncertainties referred to in the former auditors' report on
the Company's financial statements for the year ended December 31, 1993 related
to an examination report from the Internal Revenue Service regarding the
Retirement Plan and to substantial doubt about the Company's ability to continue
as a going concern. The uncertainty referred to in the former auditors' report
on the Company's financial statements for the year ended December 31, 1992
related to substantial doubt about the Company's ability to continue as a going
concern. During the Company's two fiscal years ended December 31, 1993 and 1992
and the subsequent interim period prior to the Company's discontinuation of the
services of the former auditors, there were no disagreements between the Company
and the former auditors on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the former auditors, would
have caused it to make reference to such disagreements in connection with its
reports.
APPROVAL OF THE RONSON CORPORATION 1996 INCENTIVE STOCK OPTION PLAN
In 1983, the Company adopted the Ronson Corporation 1983 Incentive Stock
Option Plan (the "1983 Plan"), which authorized the grant of options to purchase
an aggregate of 66,666 shares of Common Stock on terms which would qualify the
recipients of the options for favorable federal income tax treatment. In 1987,
the Company adopted the Ronson Corporation 1987 Incentive Stock Option Plan (the
"1987 Plan"), which authorized the grant of options to purchase an aggregate of
66,666 shares of Common Stock on terms which would qualify the recipients of the
options for favorable federal income tax treatment. All of the options
authorized pursuant to the 1983 and 1987 Plans have been granted, and options
for 63,333 shares have been exercised.
The Board believes that the 1983 and 1987 Plans have been successful in
their objectives of helping to attract and retain qualified executive and other
key personnel and improving the morale of such personnel by providing
appropriate incentives for achievement, and the Board further considers it
important for the future success of the Company to continue to grant stock
options for these purposes. Since no more options are authorized under the 1983
and 1987 Plans, the Board has therefore adopted, subject to stockholder
approval, the Ronson Corporation 1996 Incentive Stock Option Plan (the "1996
Plan"), which authorizes the grant of options to purchase up to an aggregate of
100,000 shares of Common Stock, on terms substantially the same as those of the
1987 Plan. If the stockholders do not approve the 1996 Plan, any options granted
thereunder shall become null and void.
<PAGE>
Shares Subject to the Plan
Options to purchase an aggregate maximum of 100,000 shares of the Company's
Common Stock may be granted under the 1996 Plan. Available shares include shares
which are authorized but unissued or which are held by the Company as treasury
stock. On June 26, 1996, the Executive Committee of the Board approved the grant
of options to purchase a total of 64,934 shares under the 1996 Plan, subject to
stockholder approval, leaving 35,066 shares still eligible for the grant of
options under the 1996 Plan as of this date.
If any option terminates or expires without having been exercised in full,
the stock not purchased under such option shall again be available for the
purposes of the 1996 Plan.
If any change is made in the stock subject to the 1996 Plan (through
merger, consolidation, reorganization, recapitalization, stock dividend,
split-up, combination of shares, exchange of shares, change in corporate
structure, or otherwise), appropriate adjustment shall be made by the Board as
to the maximum number of shares subject to the 1996 Plan, and the number of
shares and price per share of stock subject to outstanding options.
Eligibility
Options may be granted to officers and other key employees of the Company
or any of its subsidiaries. Directors are not eligible unless they are also
officers or key employees of the Company or one of its subsidiaries.
On June 26, 1996, the Executive Committee of the Board approved the grant
of options under the 1996 Plan to purchase 64,934 shares to the following number
of individuals, subject to stockholder approval:
Non-Officer
Officers Key Employees
-------- -------------
Ronson Corporation 4 5
Ronson Consumer Products Corporation 2 5
--- ----
Total 6 10
The Board has not yet determined the approximate number of officers and/or
key employees to whom the remaining options available under the 1996 Plan may be
granted.
The grant of options to eligible employees is determined by the Board.
However, no individual director is permitted to participate in the consideration
or approval of any transactions under the 1996 Plan in which he is also
interested in his capacity as an employee. The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which options are exercisable for the first time by any employee during any
calendar year may not exceed $100,000.
<PAGE>
Term of Options
The full term of each option shall be for such period as the Board shall
determine, but in no event shall such period exceed five years from the date
such option may be granted. The options are not exercisable for a period of six
months, and the Board may provide that options granted under the 1996 Plan may
not be exercisable for a specified longer period following their grant. The
options granted by the Executive Committee of the Board on June 26, 1996 to
purchase 64,934 shares of Common Stock were for a term of five years.
Option Price
The exercise price of each option is the market price of the option shares
at the close of trading on the date such option is granted, unless the employee
owns stock possessing more than 10% of the total combined voting power of all
the Common Stock, in which case the option price is 110% of the market price.
The options granted by the Board on June 26, 1996 to purchase 64,934 shares of
Common Stock were at an exercise price of $2.875 per share, except that options
granted to Mr. L.V. Aronson to purchase 22,500 shares were at an exercise price
of $3.1625 per share.
Exercise of Options
Pursuant to the 1996 Plan, options must be exercised before the date upon
which the optionee terminates employment from the Company (one year if
employment terminates because of death or disability). Payment for shares may be
tendered in cash or shares of the Common Stock of the Company or any combination
thereof. In accordance with the Internal Revenue Code, options may be exercised
even though there may be outstanding previously granted options. No option may
be transferred by the employee except by will or otherwise upon his death.
Duration and Modification
The 1996 Plan was adopted, subject to stockholder approval, on June 19,
1996. If approved, it will remain in force until June 19, 2006. The Board may
terminate or from time to time suspend or amend the 1996 Plan, except that no
amendment may, without approval of the stockholders of the Company, (a) increase
the aggregate number of shares as to which options may be granted under the 1996
Plan, (b) change the minimum option exercise price, (c) increase the maximum
period during which options may be exercised or (d) extend the effective period
of the 1996 Plan.
Federal Income Tax Consequences
There is no taxable income to an employee when an option under the 1996
Plan is granted to him or when that option is exercised; however, the amount by
which the Fair Market Value of the shares at the time of exercise exceeds the
option price will be an "item of tax preference" for the optionee. If any
optionee exercises an option and does not dispose of the shares within two years
after the date of the grant of the option nor within one year of the date the
shares were transferred to the optionee, any gain realized upon disposition will
be taxable to the optionee as a long-term capital gain and the Company will not
be entitled to any deduction. However, if the optionee does not satisfy the
applicable holding periods, the employee may recognize ordinary income depending
on the value of the stock on the date of sale or other disposition. The Company
will be entitled to a deduction only to the extent the employee must recognize
ordinary income.
<PAGE>
Market Value of Securities Called For
As of July 19, 1996, the market value of the 64,934 shares of Common Stock
subject to options under the 1996 Plan was approximately $203,000.
<TABLE>
<CAPTION>
New Plan Benefits
Ronson Corporation 1996 Incentive Stock Option Plan
Dollar Number of
Name and Position Value ($) (1) Shares under Option (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Louis V. Aronson II -- 22,500
President & Chief Executive Officer
Daryl K. Holcomb 2,500 10,000
Vice President & Chief Financial Officer,
Controller & Treasurer
Executive Group 4,625 41,000
Non-Executive Director Group (3) -- --
Non-Executive Officer Employee Group 5,984 23,934
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar value of the options issued under the 1996 Plan was determined
by comparing the closing price of the Company's Common Stock on July 19,
1996 of $3.125 per share to the option exercise price and multiplying by
the number of shares issuable under the options granted. All options
granted were at an exercise price of $2.875 per share, the market price on
the date of the grant, except that the options granted to Mr. L.V. Aronson
were at a price of $3.1625 per share.
(2) The options for the number of shares of Common Stock listed above were
granted, subject to stockholder approval, on June 26, 1996.
(3) Directors of the Company who are not officers of the Company are not
eligible to participate in the 1996 Plan.
The above description of the 1996 Plan does not purport to include all of
the terms of the 1996 Plan which is hereby incorporated by reference.
Stockholders who request a copy of the Ronson Corporation 1996 Incentive Stock
Option Plan will be provided with a copy at no cost. Requests should be directed
to Mr. Daryl K. Holcomb, Vice President and Chief Financial Officer, P.O. Box
6707, Somerset, New Jersey, 08875, or by telephone at 908-469-8300.
Recommendation of the Board of Directors
The Board of Directors recommends that stockholders vote FOR approval and
ratification of the Ronson Corporation 1996 Incentive Stock Option Plan, and
signed proxies returned unmarked will be voted FOR approval and ratification.
<PAGE>
FINANCIAL STATEMENTS
For financial statements of the Company and its subsidiaries, stockholders
are requested to refer to the Company's Annual Report for 1995 sent to
stockholders in June 1996.
MISCELLANEOUS
Financial and other reports will be presented at the Meeting, and minutes
of the previous meeting of stockholders will be made available for inspection by
stockholders present at the Meeting, but it is not intended that any action will
be taken in respect thereof.
At the time of filing this proxy statement with the SEC, the Board was not
aware that any matters not referred to herein would be presented for action at
the Meeting. If any other matters properly come before the Meeting, it is
intended that the shares represented by proxies will be voted with respect
thereto in accordance with the judgement of the persons voting them. It is also
intended that discretionary authority will be exercised with respect to the vote
on any matters incident to the conduct of the Meeting.
Proposals by stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Company no later than March 31,
1997 in order to be included in the proxy statement and on the form of proxy
which will be solicited by the Board in connection with that meeting.
Justin P. Walder
Secretary
Date: July 29, 1996
Upon the written request of any record holder or beneficial owner of Common
Stock entitled to vote at the Meeting, the Company will provide without charge a
copy of its Annual Report on Form 10-K as filed with the SEC for the year 1995.
<PAGE>
RONSON CORPORATION
1996 INCENTIVE STOCK OPTION PLAN
ARTICLE I
GENERAL
1.01. Purpose.
This 1996 Incentive Stock Option Plan (the "Plan") is intended
to provide a method whereby key employees of Ronson Corporation and its
subsidiaries (the "Company") who are largely responsible for the management,
growth and protection of the business, and who are making and can continue to
make substantial contributions to the success of the business, may be encouraged
to acquire a larger stock ownership in the Company, thus increasing their
proprietary interest in the business, providing them with greater incentive,
encouraging their continued employment and promoting the interests of the
Company and its shareholders. Accordingly, the Company will, from time to time
during the effective period of this Plan, grant to such employees as may be
selected in the manner provided below options to purchase shares of the Common
Stock of the Ronson Corporation ("Common Stock") subject to the conditions
specified in this Plan.
This Plan is intended to qualify as an Incentive Stock Option
Plan under the Code, and it is intended that any ambiguities contained herein be
resolved accordingly.
1.02. Administration.
(a) The Plan shall be administered by the Board of Directors
(the "Committee") of Ronson Corporation as constituted from time to time. Each
director who is eligible to participate in the Plan shall abstain from
consideration or voting related to an option grant to that director, or any
amendment of a previously granted option already held by that director.
(b) Subject to the provisions of the Plan and applicable legal
requirements, the Committee shall have full and final authority in its
discretion (i) to determine the employees to be granted ISOs (as defined in
Section 2.01); (ii) to determine the number of shares of Common Stock subject to
each ISO; (iii) to determine the time or times at which ISOs will be granted;
(iv) to determine the option price of the shares of Common Stock subject to each
ISO; (v) to determine the time or times when each ISO becomes exercisable and
the duration of the exercise period; (vi) to prescribe the form or forms of the
instruments evidencing any ISOs granted under the Plan (which forms shall be
consistent with this Plan but need not be identical); (vii) to adopt, amend and
rescind such rules and regulations as, in its opinion, may be advisable in the
administration of the Plan; (viii) to construe and interpret the Plan, the rules
and regulations and the instruments evidencing ISOs granted under the Plan; and
(ix) to make all other determinations deemed necessary or advisable for the
administration of the Plan, and, in general to exercise full and final authority
over all matters relating to the Plan, the powers denominated above being by way
of example and not of limitation.
<PAGE>
(c) Decisions and determinations of the Committee on all
matters relating to the Plan shall be in its sole discretion and shall be
conclusive. No member of the Committee shall be liable for any action taken or
decision made in good faith relating to the Plan or any award thereunder.
(d) One or more individuals (who need not be members of the
Committee) may be appointed by the Committee as administrator of the Plan
("Administrator") to perform such non-discretionary administrative duties in
connection with the Plan as may be delegated to the Administrator from time to
time by the Committee.
1.03. Eligibility for Participation.
Participants in the Plan shall be selected by the Committee
from the executive officers and other key employees of the Company who occupy
responsible positions and who have the capability of making a substantial
contribution to the success of the Company. In making this selection and in
determining the form and amount of awards, the Committee shall consider any
factors deemed relevant, including the individual's functions, responsibilities,
value of services to the Company and past and potential contributions to the
Company's profitability and sound growth.
1.04. Aggregate Limitation on Awards.
(a) Shares of stock which may be issued under the Plan shall
be authorized and unissued or treasury shares of Common Stock. The maximum
number of shares of Common Stock which may be issued under the Plan shall be
100,000.
(b) For purposes of calculating the maximum number of shares
of Common Stock which may be issued under the Plan:
(i) all the shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted when cash is used as
full payment for shares issued upon exercise of an ISO; and
(ii) only the net shares issued (including the shares, if
any, withheld for tax withholding requirements) shall be counted when shares of
Common Stock are used as full or partial payment for shares issued upon exercise
of an ISO.
(c) Any shares of Common Stock subject to an ISO which for any
reason is terminated, unexercised or expired shall again be available for
issuance under the Plan.
1.05. Effective Date and Term of Plan.
(a) The Plan shall become effective on the date on which it is
adopted by the Board of Directors of the Ronson Corporation (the "Effective
Date"), provided, however, that if the Plan is not approved by the holders of a
majority of the shares of Common Stock present in person or by proxy and
entitled to vote at the 1996 Annual Meeting of Shareholders of Ronson
Corporation, the Plan and any ISOs granted thereunder shall terminate.
(b) No awards shall be made under the Plan after the date
which is ten years after the Effective Date; provided, however, that the Plan
and all awards made under the Plan prior to such date shall remain in effect
until such awards have been satisfied or terminated in accordance with the Plan
and the terms of such awards.
<PAGE>
ARTICLE II
INCENTIVE STOCK OPTIONS
2.01. Award of Incentive Stock Options.
The Committee may, from time to time and subject to the
provisions of the Plan and other terms and conditions as the Committee may
prescribe, grant to any participant in the Plan one or more "incentive stock
options" (intended to qualify as such under the provisions of Section 422 of the
Code) ("ISOs") to purchase for cash or shares the number of shares of Common
Stock allotted by the Committee. The date an ISO is granted shall mean the date
selected by the Committee as of which the Committee allots a specific number of
shares to a participant pursuant to the Plan.
2.02. Incentive Stock Option Agreements.
The grant of an ISO shall be evidenced by a written agreement
("ISO Agreement"), executed by the Company and the holder of the ISO (the
"optionee"), stating the number of shares of Common Stock subject to the ISO
evidenced thereby, and in such form as the Committee may from time to time
determine.
2.03. Option Price.
The option price per share of Common Stock deliverable upon
the exercise of an ISO shall be 100% of the fair market value of a share of
Common Stock on the date the ISO is granted; provided, however, that in the case
of an optionee who, at the time an ISO is granted to him, owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
Ronson Corporation or any parent or subsidiary of Ronson Corporation, the option
price per share shall be at least 110% of such fair market value.
2.04. Term and Exercise.
Unless otherwise provided by the Committee in the applicable
ISO Agreement, each ISO shall be fully exercisable six (6) months from the date
of its grant and may be exercised during a period of five (5) years from the
date of grant thereof (the "option term"). No ISO shall be exercisable after the
expiration of its option term.
2.05 Manner of Payment.
Each ISO Agreement shall set forth the procedure governing the
exercise of the ISO granted thereunder, and shall provide that, upon such
exercise in respect of any shares of Common Stock subject thereto, the optionee
shall pay to the Company, in full, the option price for such shares with cash
or, if authorized by the Committee in its discretion, with shares of Common
Stock owned by such optionee having a fair market value equal to the option
price of the shares as to which the ISO is being exercised.
2.06. Maximum Amount of ISO Grant.
The aggregate fair market value (determined on the date the
option is granted) of Common Stock with respect to which (i) ISOs granted to an
optionee under the Plan and (ii) incentive stock options granted to such
optionee under any other plan of the Company become exercisable for the first
time during any calendar year shall not exceed $100,000.
<PAGE>
2.07. Death of Optionee.
Upon the death of the optionee, any ISO exercisable on the
date of death may be exercised by the optionee's estate or by a person who
acquires the right to exercise such ISO by bequest or inheritance or by reason
of the death of the optionee, provided that such exercise occurs within both the
remaining option term of the ISO and one year after the optionee's death.
2.08. Disability, Retirement or Termination of Employment by Company.
Upon the termination of the optionee's employment by reason of
disability (as described in Section 22(e)(3) of the Code), retirement (at such
age or upon such conditions as shall be specified by the Committee) or decision
by the Company to terminate the optionee's employment ("Company Termination"),
the optionee may, within (i) 12 months after the date of termination of
employment due to disability or (ii) three months after the date of termination
of employment due to retirement or Company termination, exercise any ISOs to the
extent such ISOs were exercisable as of the date of such termination of
employment.
2.09. Termination for Other Reasons.
Except as provided in Section 2.07 and 2.08 or except as
otherwise determined by the Committee, all ISOs shall terminate upon the
termination of the optionee's employment.
ARTICLE III
MISCELLANEOUS
3.01. General Restriction.
Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i) the listing,
registration or qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or Federal law, or (ii)
the consent or approval of any governmental regulatory body or (iii) an
agreement by the grantee of an award with respect to the disposition of shares
of Common Stock, is necessary or desirable as a condition of, or in connection
with, the granting of such award or the issue or purchase of shares of Common
Stock thereunder, such award may not be consummated in whole or in part unless
such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee.
3.02. Non-Assignability.
No award under the Plan shall be assignable or transferable by
the recipient thereof, except by will or by the laws of descent and
distribution. During the life of the recipient, such award shall be exercisable
only by such person or by such person's guardian or legal representative.
<PAGE>
3.03. Withholding Taxes.
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, the Company shall have the right
to require the grantee to remit to the Company an amount sufficient to satisfy
any Federal, state and/or local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares. Alternatively, the
Company may issue or transfer such shares of Common Stock net of the number of
shares sufficient to satisfy the withholding tax requirements. For withholding
tax purposes, the shares of Common Stock shall be valued on the date the
withholding obligation is incurred.
3.04. Right to Terminate Employment.
Nothing in the Plan or in any agreement entered into pursuant
to the Plan shall confer upon any participant the right to continue in the
employment of the Company or affect any right which the Company may have to
terminate the employment of such participant.
3.05. Non-Uniform Determinations.
The Committee's determinations under the Plan (including
without limitation determinations of the persons to receive awards, the form,
amount and timing of such awards, the terms and provisions of such awards and
the agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan, whether or not such persons are similarly situated.
3.06. Rights as a Shareholder.
The recipient of any award under the Plan shall have no rights
as a shareholder with respect thereto unless and until certificates for shares
of Common Stock are issued to him.
3.07. Definitions.
In this Plan the following definitions shall apply:
(a) The terms "parent" and "subsidiary" shall have the
respective meanings ascribed to the terms "parent corporation" and "subsidiary
corporation" under Sections 424(e) and (f) of the Code.
(b) "Code" shall refer to the Internal Revenue Code of 1986,
as amended from time to time, and reference to a Section of the Code shall
include such Section as it is currently in force or as it may from time to time
be amended or to any analogous successor provision.
(c) "Fair market value" as of any date and in respect of any
share of Common Stock means the closing price on such date (or, if shares of
Common Stock shall not have been traded on such date, on the first immediately
preceding day on which shares of Common Stock were traded) as reported in the
consolidated trading tables of The Wall Street Journal (presently the Nasdaq
SmallCap Market) or any other publication selected by the Committee, provided
that, if shares of Common Stock shall not have been traded on the Nasdaq
SmallCap Market or other recognized market for more than ten (10) days
immediately preceding such date or if deemed appropriate by the Committee for
any other reason, the fair market value of shares of Common Stock shall be as
determined by the Committee in such other manner as it may deem appropriate.
<PAGE>
3.08. Adjustments.
In the event of any change in the outstanding Common Stock by
reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the
Committee may appropriately adjust the number of shares of Common Stock which
may be issued under the Plan, the number of shares of Common Stock subject to
ISOs theretofore granted under the Plan, and any and all other matters deemed
appropriate by the Committee.
3.09. Amendment of the Plan.
(a) The Committee may, without further action by the
shareholders and without receiving further consideration from the participants,
amend the Plan or condition or modify awards under the Plan in response to
changes in tax, securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to the Plan or to comply with stock exchange
rules or requirements.
(b) The Committee may at any time and from time to time
terminate or modify or amend the Plan in any respect, except that, without
shareholder approval, the Committee may not (i) increase the maximum number of
shares of Common Stock that may be issued under the Plan (other than increases
pursuant to Section 3.08), (ii) extend the period during which any award may be
granted or exercised or (iii) extend the term of the Plan. Except as provided in
subsection (a), the termination or any modification or amendment of the Plan
shall, not without the consent of a participant, affect his or her rights under
an award previously granted to him or her.
<PAGE>
REVOCABLE PROXY
RONSON CORPORATION
Corporate Park III, Campus Dr., P.O. Box 6707
Somerset, New Jersey 08875
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 27, 1996
The undersigned, revoking all previous proxies, hereby appoints LOUIS V.
ARONSON II, JUSTIN P. WALDER and ERWIN M. GANZ, and each of them, proxies of the
undersigned, with full power of substitution, to vote and act for the
undersigned at the Annual Meeting of Stockholders of the Corporation to be held
at 10:00 a.m. (Eastern Daylight Time) on August 27, 1996 at the Quality Inn,
1850 Easton Avenue, Somerset, New Jersey, and at any adjournment thereof, as
indicated below on those matters described in the proxy statement and in
accordance with their discretion on such other matters as may properly come
before the meeting.
The Board of Directors RECOMMENDS a vote "FOR" Proposals (1), (2) and (3).
1. ELECTION OF DIRECTORS
Nominees:
Class III (terms expire at 1999 Annual Meeting of Stockholders):
Louis V. Aronson II Barton P. Ferris, Jr.
Class I (term expires at 1997 Annual Meeting of Stockholders):
Gerard J. Quinnan
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. To ratify the appointment of DEMETRIUS & COMPANY, L.L.C. as independent
auditors for the year 1996.
[ ] For [ ] Against [ ] Abstain
3. To approve and ratify the Ronson Corporation 1996 Incentive Stock Option
Plan.
[ ] For [ ] Against [ ] Abstain
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE PROXY WILL BE VOTED (i) FOR
THE ELECTION OF ALL THREE (3) NOMINEES FOR DIRECTORS LISTED ON THIS PROXY; (ii)
FOR RATIFICATION OF THE APPOINTMENT OF DEMETRIUS & COMPANY, L.L.C. AS
INDEPENDENT AUDITORS FOR THE YEAR 1996; AND (iii) FOR APPROVAL AND RATIFICATION
OF THE RONSON CORPORATION 1996 INCENTIVE STOCK OPTION PLAN.
<PAGE>
Please sign and date this Proxy in the box below.
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
Stockholder(s) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
RONSON CORPORATION
Please sign your name (or names) exactly as it appears on your stock
certificate(s), indicating any official position or representative capacity.
When signing as an attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation or partnership, please sign in
full corporate or partnership name by authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
