Refac Optical (REF) S-8 POS Registration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on ___, 2007 Registration No. 333-139588

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

REFAC OPTICAL GROUP

(Exact name of Registrant as Specified in Its Charter)

Delaware	13-1681234
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification Number)

5 Harmon Drive	08012
Blackwood, New Jersey	(Zip Code)
(Address of Principal Executive Offices)

OptiCare Health Systems, Inc. Amended and Restated 2002 Stock Incentive Plan

Nonqualified Stock Option Agreements, dated May 21, 2004, between U.S. Vision, Inc. and each of William
A. Schwartz, Jr., Gayle Schmidt, George Gorman and Carmen Nepa

Warrant, dated May 30, 2003, between U.S. Vision, Inc. and William A. Schwartz., Jr.

Nonqualified Stock Option Agreement, dated January 30, 2006, between U.S. Vision, Inc. and David
Cornstein

Nonqualified Stock Option Agreement, dated August 4, 2003,
between U.S. Vision, Inc. and Pinnacle Advisors Limited

Nonqualified Stock Option Agreements, dated April 27, 2005 between U.S. Vision, Inc. and each of Joseph W.
Marino, Elliott Singer and David C. Stone

J. David Pierson
Refac Optical Group
5 Harmon Drive
Blackwood, New Jersey 08012
(Name and Address of Agent For Service)

856-228-0077
(Telephone Number, Including Area Code, of Agent For Service)

EXPLANATORY NOTE

     On December 22, 2006, Refac Optical Group, a Delaware corporation (the “Company”), filed a registration statement on Form S-8 (the “Registration Statement”), pertaining to the registration of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable under the OptiCare Health Systems, Inc. Amended and Restated 2002 Stock Incentive Plan, the Nonqualified Stock Option Agreements, dated May 21, 2004, between U.S. Vision, Inc. and each of William A. Schwartz, Jr., Gayle Schmidt, George Gorman and Carmen Nepa, the Warrant, dated May 30, 2003, between U.S. Vision, Inc. and William A. Schwartz., Jr., the Nonqualified Stock Option Agreement, dated January 30, 2006, between U.S. Vision, Inc. and David Cornstein, the Nonqualified Stock Option Agreement, dated August 4, 2003, between U.S. vision, Inc. and Pinnacle Advisors Limited and the Nonqualified Stock Option Agreements, dated April 27, 2005 between U.S. Vision, Inc. and each of Joseph W. Marino, Elliott Singer and David C. Stone. The Company is filing this post-effective Amendment No. 1 to the Registration Statement to remove from registration the Common Stock registered under the Registration Statement.

     On April 26, 2007, ROG Acquisition, Inc. (“ROG”), a Delaware corporation, was merged with and into the Company in a “short-form” merger under Section 253 of the Delaware General Corporation Law. As a result of the merger, the Company is no longer a ‘public’ company. The merger became effective at 5:00 p.m. Eastern time on April 26, 2007 (the “Effective Time”). The Company shall be filing a certification and notice of termination on Form 15 with respect to the Common Stock on April 30, 2007.

     As a result of the merger, the Company has terminated all offerings of Common Stock pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statement which remained unissued at the Effective Time.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Blackwood, State of New Jersey, as of this 27th day of April, 2007.

REFAC OPTICAL GROUP
By:	/s/ J. David Pierson
	J. David Pierson
	President and Chief Executive Officer

Date	Signature	Title
April 27, 2007	/s/ J. David PiersonJ. David Pierson	President and CEO (Principal Executive Officer)
April 27, 2007	/s/ Carmen J. NepaCarmen J. Nepa, III	Corporate Controller and Chief Accounting Officer (Principal Financial and Accounting Officer)
April 27, 2007	/s/ James T. Jahnke	Director
	James T. Jahnke
April 27, 2007	/s/ Clark A. Johnson	Director
	Clark A. Johnson
April 27, 2007	/s/ Joseph W. Marino	Director
	Joseph W. Marino
April 27, 2007	/s/ Mark S. Newman	Director
	Mark S. Newman
April 27, 2007	/s/ J. David Pierson	Director
	J. David Pierson
April 27, 2007	/s/ Jeffrey D. Serkes	Director
	Jeffrey D. Serkes
April 27, 2007	/s/ Dennison T. Veru	Director
	Dennison T. Veru

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