SC 13D/A 1 rac-13da18.txt SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 SCHEDULE 13D (Rule l3d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 18)(1) Ridgefield Acquisition Corp. ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value per share ----------------------------------------------------------------------------- (Title of Class of Securities) 765816 10 3 ----------------------------------------------------------------------------- (CUSIP Number) Steven N. Bronson 100 Mill Plain Road Danbury, Connecticut 06811 (203) 894-9755 with a copy to: James A. Prestiano, Esq. 631 Commack Road, Suite 2A Commack, New York 11725 (631) 499-6000 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 25, 2005 ---------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule l3d-l(e), 13d-1(f) or 13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and ficopies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) (Continued on following pages) -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. CUSIP No. 765816 10 3 ----------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) STEVEN N. BRONSON ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS NA ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ----------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 941,905 BENEFICIALLY ------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH 941,905 ------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 941,905 ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1l) 80.4% ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 765816 10 3 SCHEDULE 13D Item 1. Security and Issuer. Except as expressly restated and amended below, the Schedule 13D and amendments thereto, as filed on behalf of Steven N. Bronson with respect to the shares of common stock $.10 par value per share (the "Common Stock") of Ridgefield Acquisition Corp., a Colorado corporation, with its principal offices located at 100 Mill Plain Road, Danbury, Connecticut 06811 (the "Issuer"), remains in full force and effect. Item 2. Identity and Background. (a) This Amendment No. 10 to Schedule 13D is filed on behalf of Steven N. Bronson. (b) Mr. Bronson's business address is 100 Mill Plain Road, Danbury, Connecticut 06811. (c) Mr. Bronson is the Chairman and President of the Issuer. Mr. Bronson is also President of Catalyst Financial LLC ("Catalyst"), a broker-dealer registered under the Act. Catalyst's offices are located at 100 Mill Plain Road, Danbury, Connecticut 06811. (d) During the last five years Mr. Bronson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Bronson has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to the federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Bronson is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On March 25, 2005 the Issuer issued Steven N. Bronson 107,745 shares of Common Stock in exchange for deferred compensation in the amount of $113,132.55 at a price of $1.05 per share. Additionally, on March 25, 2005, the Issuer granted Mr. Bronson an option to purchase 100,000 shares of Common Stock at an exercise price of $1.16 per share and such option expires on March 24, 2010. Item 4. Purpose of Transaction. NA Item 5. Interest in Securities of the Issuer. (a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of 941,905 shares of the Issuer's Common Stock, representing approximately 80.4% of the total shares of Common Stock deemed outstanding. Mr. Bronson owns of record 691,905 shares of Common Stock, as to which he possesses sole voting and disposition power. Additionally, Mr. Bronson owns an option to purchase 150,000 shares of Common Stock at an exercise price of $1.65 per share and such option expires on March 20, 2008 and an option to purchase 100,000 shares of Common Stock at an exercise price of $1.16 per share and such option expires on March 24, 2010. Mr. Bronson's wife, Kimberly Bronson, owns, an aggregate of 33,500 shares of Common Stock and with respect to such shares, Mr. Bronson expressly disclaims any beneficial ownership. (c) NA (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities of the Issuer. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits. None After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 29, 2005 /s/ Steven N. Bronson -------------------------- (Signature) Steven N. Bronson -------------------------- (Name/Title) Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. Section l001).