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, 2007
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 2.01 Completion of Acquisition or Disposition of Assets.
On April 26, 2007, Ridgefield Acquisition Corp. (the "Company") sold its
investment in Argan, Inc. ("Argan"), a publicly traded holding company.
Specifically, on April 26, 2007, the Company sold, in open market transactions,
50,000 shares of Argan at an average price of $6.26 for net proceeds of
approximately $312,484. As previously disclosed, on January 12, 2007, the
Company acquired 50,000 shares of Argan common stock in a private transaction at
a cost of approximately $212,500.
Item 8.01 Other Events.
On April 27, 2007, the Board of Directors of the Company terminated the proposed
spin-off of Bio-Medical Automation, Inc., the Company's wholly owned subsidiary
("Bio-Medical"), to the shareholders of the Company on a pro rata basis (the
"Spin-Off"). The Board of Directors of the Company authorized the spin-off of
Bio-Medical, in April 2006, in an attempt to exploit the patent held by
Bio-Medical. Based on current market conditions and the risks associated with
the business prospects of Bio-Medical, the Board determined not to go forward
with the Spin-Off.
In connection with the Company's termination of the Spin-Off of Bio-Medical, the
Company issued a press release on May 1, 2007. A copy of the press release is
attached hereto as an Exhibit.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
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: May 1, 2007
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson, President
Exhibit
Ridgefield Acquisition Corp. Announces Decision Not to Go Forward With the
Spin-Off of Subsidiary
DANBURY, CT - (BUSINESS WIRE) - May 1, 2007 - Ridgefield Acquisition Corp. (OTC
BB: RDGA) - announced today that the Board of Directors of the Company
terminated the Company's proposed spin-off of Bio-Medical Automation, Inc., the
Company's wholly owned subsidiary.
Steven N. Bronson, the president of the Company, stated that "based on current
market conditions and the risks associated with the business prospects of
Bio-Medical Automation, Inc., the Board has determined not to go forward with
the planned spin-off of Bio-Medical."
About Ridgefield Acquisition Corp.
Ridgefield Acquisition Corp., a Nevada corporation, whose securities are traded
on the NASDAQ Over-the-Counter Bulletin Board, is primarily engaged in seeking
to arrange for a merger, acquisition, business combination or other arrangement
by and between the Company and a viable operating entity. For additional
information concerning the Company, as well as the risks associated with an
investment in the Company, readers are referred to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2006.
Statement as to Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by the Company) contain statements that are
forward looking, such as statements relating to the future anticipated direction
of the industry, plans for future expansion, various business development
activities, planned capital expenditures, future funding sources, anticipated
transactions and potential contracts. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ form those
expressed in any forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those relating to
development and expansion activities, dependency on existing management,
financing activities, domestic and global economic conditions, changes in
federal or state tax laws and market competition factors. We undertake no
obligation to update information in this release.
For Information Please Contact: Steven N. Bronson, President
Ridgefield Acquisition Corp.
Tel. No. (203) 791-3871