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): April 26, 2006
Ridgefield Acquisition Corp.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Colorado 0-16335 84-0922701
- --------------- --------------------- ---------------------
(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
100 Mill Plain Road, Danbury, Connecticut 06811
-------------------------------------------------
(Address of Principal Executive Offices)
(203) 791-3871
----------------------------------------------------
(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 April 18, 2006, the Board of Directors of the Company authorized the spin-off
of 100% of the Company's wholly owned subsidiary Bio-Medical Automation, Inc. to
the Company's shareholders as of April 28, 2006 on a pro rata basis (the
"Spin-Off"). The Board of Directors also voted to hold a special meeting of
stockholders to approve the reincorporation of the Company to change the
domicile of the Company from the State Colorado to the State of Nevada (the
"Reincorporation"), to re-elect the Company's directors and to ratify the
appointment of the Company's independent auditors.
To consummate the Spin-Off the Company will distribute all of the issued and
outstanding shares of Bio-Medical Automation, Inc., which are currently held by
the Company, as a stock dividend to the shareholders of the Company. Each
shareholder of the Company will receive one (1) share of Bio-Medical Automation,
Inc. for each one (1) share of the Company owned by such shareholder as of April
28, 2006. The Spin-Off will not require the approval of the Company's
shareholders. The shares of Bio-Medical Automation, Inc. that will be issued to
the shareholders of the Company in the Spin-Off will be restricted securities
and they will not be able to be sold unless they are registered under the
Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act")
or subject to an available exemption thereunder. Prior to the Spin-Off, the
Company will mail to its shareholders of record as of April 28, 2006, all of the
information called for by Regulation 14C under the Exchange Act. In conjunction
with the Spin-Off Bio-Medical Automation, Inc. will file a registration
statement on Form 10-SB to register all of the issued and outstanding shares of
Bio-Medical Automation, Inc. under the Exchange Act. The Spin-Off is expected to
be completed during the second quarter of 2006.
The Company also scheduled a Special Meeting of Shareholders to take place on
June 16, 2006 seeking the shareholders approval of the Reincorporation, the
re-election of Steven N. Bronson, Leonard Hagan and Kenneth Schwartz as members
of the Board of Directors of the Company and to ratify the Company's appointment
of Carlin, Charron and Rosen LLP as the Company's independent auditors for
fiscal year 2006. All shareholders of the Company as of April 28, 2006 will be
entitled to vote at the Special Meeting of Shareholders.
An information statement and proxy statement concerning the Spin-Off,
Bio-Medical Automation, Inc., the Reincorporation and the other matters to be
submitted for shareholder approval at the Special Meeting of Shareholders will
be filed with the Securities and Exchange Commission and mailed to all
shareholders of record as of April 28, 2006 on or about May 19, 2006.
In connection with the above the Company issued a press release on April 26,
2006. 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
- ------- -----------
99.1 Ridgefield Acquisition Corp. press release dated April 26, 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: April 28, 2006
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
----------------------------
Steven N. Bronson,
CEO and President