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 6, 2008
Ridgefield Acquisition Corp.
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(Exact Name of Registrant as Specified in Charter)
Nevada 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 1.01 Entry into a Material Definitive Agreement.
On June 3, 2008, the Board of Directors duly authorized and approved
the Company's entry into a consulting agreement with Catalyst Financial LLC
("Catalyst Financial"), a full service securities brokerage, investment banking
and consulting firm, owned by Steven N. Bronson, the president and chairman of
the Company. Steven N. Bronson abstained from the vote.
On June 6, 2008, the Company entered into an agreement with Catalyst
Financial (the "Consulting Agreement"). Pursuant to the Consulting Agreement,
Catalyst Financial agreed to provide consulting services to the Company relating
to the management and administration of the Company's business affairs and in
connection with the Company's acquisition strategy, Catalyst Financial shall
assist the Company in identifying and investigating prospective target companies
for mergers, acquisitions, business combinations and similar transactions, and,
if investigation warrants, advising the Company concerning the negotiation of
terms and the financial structure of such transactions.
In consideration for the consulting services rendered and to be
rendered by the Catalyst Financial, the Company shall: (1) pay Catalyst
Financial a monthly fee in the amount of $5,000.00 commencing on June 6, 2008
and continuing thereafter on the first day of each successive month until
January 1, 2010, and (2) the Company shall issue to Catalyst Financial 120,000
shares of the Company's common stock, $.01 par value (the "Shares"). The Shares
shall be issued and valued at the closing price the Company's common stock as of
June 3, 2008. The Shares issued to Catalyst Financial shall vest at a rate of
6,000 shares per month commencing on June 30, 2008 and an additional 6,000
shares shall vest on the last day of each successive month thereafter until
January 31, 2010. The Shares are restricted securities as that term is described
in the Securities Act of 1933 (the "Act") and are issued by the Company in
reliance of Section 4(2) of the Act. The Consulting Agreement commences on June
6, 2008 and shall terminate on January 31, 2010. The above is just a summary of
the Consulting Agreement, readers are referred to the actual Consulting
Agreement for all of its terms and conditions. A copy of the Consulting
Agreement is attached hereto as Exhibit 10.19.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.19 Consulting Agreement, dated June 6, 2008, by and between Ridgefield
Acquisition Corp. and Catalyst Financial LLC.
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 9, 2008
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson, President
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