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): June 16, 2006
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))
Item 8.01 Other Events.
On June 16, 2006, Ridgefield Acquisition Corp. (the "Company") held a Special
Meeting of Shareholders ("Special Meeting") pursuant to a Notice of Special
Meeting of Shareholders, dated May 26, 2006, and Proxy Statement, dated May 26,
2006. Only shareholders of record as of April 28, 2006 were entitled to vote at
the Special Meeting.
As of April 28, 2006, there were 1,140,773 shares of common stock entitled to
vote at the Special Meeting. An aggregate amount of 1,026,712 shares of common
stock were present in person or by proxy and entitled to vote at the Special
Meeting. Such number of shares represented approximately 90% of the Company's
outstanding shares of common stock eligible to vote at the Special Meeting.
At the Special Meeting the shareholders approved and adopted a Plan of Merger to
merge the Company with and into Ridgefield Acquisition Corp., a newly formed
Nevada corporation ("RAC Nv"), which is a wholly owned subsidiary of the
Company, in order to effectuate the reincorporation (the "Reincorporation") of
the Company as a Nevada corporation. In conjunction with the Reincorporation the
Company's authorized capital has been increased and the Company is now governed
by the articles of incorporation and bylaws of RAC Nv. For additional
information regarding the Reincorporation readers are referred to the Company's
Definitive Proxy Statement, dated May 26, 2006, on Schedule 14A which is
incorporated herein by reference.
The shareholders also voted to re-elect Steven N. Bronson, Kenneth Schwartz and
Leonard Hagan to serve on the Board of Directors of the Company until their
successors shall have been duly elected and qualified. Additionally, the
shareholders ratified and approved the Board of Directors' appointment of
Carlin, Charron & Rosen LLP as the Company's independent auditors for fiscal
year 2006.
At the Special Meeting the shareholders voted for the Proposals as follows:
PROPOSAL 1 To approve and adopt a Plan of Merger to merge the Company
with and into Ridgefield Acquisition Corp. a newly formed
Nevada corporation which is a wholly owned subsidiary of the
Company, in order to effectuate the reincorporation of the
Company as a Nevada corporation, and, among other things,
increase our authorized capital, change our articles of
incorporation, and change our bylaws.
Broker
Votes For Votes Against Abstentions Non-Votes
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1,026,582 0 130 19,466
PROPOSAL 2 To re-elect the following persons to serve as directors of the
Company until their successors are duly elected and qualified:
(1) Steven N. Bronson; (2)Leonard Hagan and (3) Kenneth
Schwartz
Broker
Votes For Votes Against Abstentions Non-Votes
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(1) Steven N. Bronson 1,025,990 500 222 19,466
Broker
Votes For Votes Against Abstentions Non-Votes
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(2) Leonard Hagan 1,026,240 250 222 19,466
Broker
Votes For Votes Against Abstentions Non-Votes
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(3) Kenneth Schwartz 1,025,990 500 222 19,466
PROPOSAL 3 To ratify and approve the Board of Directors' appointment of
Carlin, Charron & Rosen LLP as our independent auditors.
Broker
Votes For Votes Against Abstentions Non-Votes
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1,026,201 326 185 19,466
In connection with the above, the Company issued a press release on June 21,
2006, disclosing the results of the Special Meeting. A copy of the press release
is attached hereto as an Exhibit.
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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99.1 Ridgefield Acquisition Corp. press release dated June 21, 2006.
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: June 21, 2006
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson,
CEO and President