Current Report

UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~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): ~~December~~January 218, ~~2004~~ 2005

Raytech Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-9298	06-1182033
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Suite 295, Four Corporate Drive, Shelton, CT	06484
(Address of principal executive offices)	(Zip Code)

203-925-8021 Registrant's telephone number, including area code

Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

~~Item~~On ~~2.05~~January ~~Costs~~18, ~~Associated~~2005, the registrant, Raytech Corporation (“Raytech”), and Allomatic Products Company, a majority owned subsidiary of Raytech (“Allomatic”), entered into a Stock Purchase Agreement with ~~Exit~~Raymark orIndustries, ~~Disposal~~Inc. ~~Activities~~by its Chapter 11 Trustee (“Raymark”). The transaction will increase Raytech’s indirect ownership of Allomatic from approximately 57% of its outstanding common stock to approximately 96% of its outstanding common stock.

OnThe ~~December~~Agreement 2,provides ~~2004,~~that Allomatic will purchase the ~~Board~~41,904 shares of ~~Directors~~Allomatic ofcommon ~~Raytech~~stock ~~Corporation~~that ~~decided~~are toowned ~~relocate~~by Raymark and, in payment therefor, Allomatic will issue a 10-year unsecured subordinated promissory note in the ~~corporate~~initial ~~office~~principal ~~functions~~amount ~~from~~of ~~Shelton~~$7,200,000 ~~Connecticut~~(the to“Note”), the ~~existing~~terms ~~manufacturing~~of ~~and~~which ~~development~~are ~~facilities~~summarized ~~located~~under inItem ~~Crawfordsville,~~2.03 ~~Indiana~~below. The ~~relocation~~sale ~~process~~of ~~will~~the ~~begin~~shares ~~immediately~~to ~~and~~Allomatic under the Agreement is ~~expected~~subject to bethe ~~completed~~approval byof ~~September~~the ~~2005~~Bankruptcy Court for the District of Connecticut.

~~Management~~Approximately ~~estimates~~83% ~~that~~of ~~the~~Raytech’s ~~one-time~~common ~~termination~~stock ~~benefits~~is ~~associated~~owned ~~with~~by the ~~transition~~Raytech toCorporation ~~Indiana~~Asbestos ~~will~~Personal beInjury ~~approximately~~Settlement ~~$900,000~~Trust ~~with~~(the ~~additional~~“PI ~~costs~~Trust”). ofSince ~~closing~~ the ~~Shelton~~majority ~~office~~of ~~estimated~~Raymark’s atcreditors ~~$50,000,~~are ~~all~~asbestos-related ofclaimants, ~~which~~it ~~are~~is ~~expected~~anticipated tothat bethe ~~paid~~assets inof ~~cash~~Raymark ~~during~~will ~~2005~~ultimately ~~and~~be ~~2006.~~transferred ~~These~~to ~~estimates~~the doPI ~~not~~Trust ~~include~~established ~~any~~for ~~costs~~those ~~associated~~same ~~with~~claimants. ~~terminating~~Raytech ~~the~~directors ~~Shelton,~~Richard ~~Connecticut~~Lippe ~~lease,~~and ~~which~~Archie Dykes are ~~not~~Trustees ~~anticipated~~of tothe bePI ~~material.~~Trust ~~Management~~and ~~does~~Raytech ~~not~~director ~~anticipate~~Robert ~~any~~Carter ~~significant~~is ~~contract~~the ~~termination~~court-appointed ~~costs~~Legal ~~associated~~Representative ~~with~~of future claimants under the ~~closing~~PI Trust.

~~Management’s~~Item ~~estimates~~2.03 ~~are~~Creation ~~based~~of ona ~~currently~~Direct ~~available~~Financial ~~information~~Obligation ~~and~~or ~~are~~an ~~subject~~Obligation tounder ~~change.~~an Off-Balance Sheet Arrangement of a Registrant

~~Caution~~The ~~Regarding~~Note, ~~Forward~~which ~~Looking~~will ~~Statements~~be issued upon the closing of the transactions contemplated by the Agreement, will be subordinated to Allomatic’s existing and future senior indebtedness, and will bear interest at an annual rate of 8% payable quarterly; one-half of which is payable in cash and one-half of which is payable, at Allomatic’s option, in either cash or by increasing the outstanding principal amount of the Note. Principal payments on the Note are due on each annual anniversary of the issue date of the Note, beginning in 2011, at an annual rate of 3% of the then outstanding principal balance, with a final payment in full in 2015. Allomatic may redeem the Note, in whole or in part, at any time without premium or penalty.

~~Statements~~In inaddition ~~this Report relating~~ to ~~management’s~~certain ~~views~~financial ofreporting ~~plans~~requirements, ~~objectives~~the ~~and~~Note ~~other~~contains ~~matters~~net ~~for~~worth ~~future~~and ~~operating~~current ~~periods~~ratio ~~are~~covenants ~~“forward-looking~~as ~~statements”~~well as ~~defined~~merger inand ~~the~~asset ~~Private~~sale ~~Securities~~limitations, ~~Litigation~~which ~~Reform~~if ~~Act~~not ofmet ~~1995. These statements are subject to significant risks and uncertainties that~~ could cause ~~actual~~an ~~results~~event toof ~~differ~~default ~~materially~~permitting ~~from~~ the ~~statements.~~holder ~~Forward-looking~~of ~~statements~~the ~~relating~~Note ~~are~~to ~~based~~accelerate onthe ~~assumptions~~repayment ~~made as~~ of the ~~date~~entire ofprincipal ~~this~~amount ~~Report concerning certain factors~~ and ~~are~~all ~~subject~~accrued tointerest ~~change.~~then ~~The~~outstanding ~~Registrant~~under ~~has~~the ~~no obligation to update its forward-looking statements~~Note.

~~SIGNATURES~~9.01 Financial Statements and Exhibits

Exhibit 2 (a). Stock Purchase Agreement dated as of January 18, 2005, by and among Allomatic Products Company, Raytech Corporation and Raymark Industries, Inc., by its Chapter 11 Trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Raytech Corporation

(Registrant)

Date ~~December 8~~January 21, ~~2004~~2005

(Signature)*

/s/ John B. ~~Devlin___________________________________________~~Devlin

John B. Devlin, Vice President, Treasurer and Chief Financial Officer

*Print name and title of the signing officer under his signature.

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