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): December 22, 2005
Ridgefield Acquisition Corp.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-16335 84-0922701
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(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
100 Mill Plain Road, Danbury, Connecticut 06811
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(Address of Principal Executive Offices)
(203) 791-3871
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(Registrant's Telephone Number, including area code)
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))
Section 3 Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On December 22, 2005, Ridgefield Acquisition Corp. (the "Company") sold
100,000 restricted shares of the Company's common stock, $.10 par value (the
"Shares") to RAM Capital Management Trust I ("RAM Capital") pursuant to a Stock
Purchase Agreement (the "Agreement") between the Company and RAM Capital dated
December 8, 2005. The purchase price for the Shares was $165,000 or $1.65 per
share. A copy of the Agreement is attached hereto as Exhibit 10.16.
The Shares are restricted securities and were issued by the Company in a
private transaction pursuant to Section 4(2) of the Securities Act of 1933.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following Exhibits are hereby filed as part of this Current
Report on Form 8-K:
Exhibit Description
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10.16 Stock Purchase Agreement, dated December 8, 2005, between
Ridgefield Acquisition Corp. and RAM Capital Management Trust I.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Ridgefield Acquisition Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 23, 2005
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson,
CEO and President