U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0-7704
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
PART I
REGISTRANT INFORMATION
Refac
Full Name of Registrant
Refac Technology Development Corporation
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Former name if applicable
The Hudson River Pier
115 River Road,
Address of principal executive office (Street and number)
Edgewater, New Jersey, 07020
City, State and Zip Code
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed period. (Attach extra sheets if needed.)
The Company has recently determined, after discussing its recent activity
in connection with its efforts to reposition itself for sale or liquidation
with its independent auditors, Grant Thornton LLP, that the Company has met
the requirement that its "assets held for sale" are considered under FASB
144 "components of an entity" that will be eliminated from its ongoing
operations, and the Company will not have any significant continuing
involvement in the operation of these components. Accordingly, the Company
is required to change the presentation of its financial statements for the
quarter ending June 30, 2002 to reflect certain business segment operations
as discontinued operations. The Company is unable to revise its financial
statements in this manner by the due date without unreasonable effort and
expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Raymond A. Cardonne, Vice President, 201 943-4400
Secretary and Chief Financial Officer
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
EXPLANATION OF THE ANTICIPATED CHANGE IN RESULTS
There will be a significant change in the Company's results of operations
between the periods ended June 30, 2001 and June 30, 2002 due to the
discontinued operations presentation, the FAS 142 cumulative effect of change
in accounting principle concerning transitional impairment of goodwill, as
well as the impairment of the remaining goodwill and assets under FAS 142 and
144. Also, the continuing operations were impacted as a result of the sale of
the KeyCorp stock in 2001, but not in 2002.
Pursuant to SFAS 142, the Company engaged an independent valuation consultant
to perform a transitional fair value based impairment test and recorded in the
six months ended June 30, 2002 an impairment loss, measured as of January 1,
2002, of $2,083,000, net of expected tax benefit, as a cumulative effect of
change in accounting principle. Pursuant to SFAS 142, the Company evaluated
the impairment of the remaining goodwill and recorded an additional impairment
loss of $1,889,000, net of expected tax benefit, in the June 30, 2002 quarter
which is reflected in the results of the discontinued operations.
The Company's planned liquidation of its licensing-related securities
(KeyCorp) was completed during the quarter ended June 30, 2001 and such
gains and dividends accounted for revenues of $588,000 and $1,828,000, for
the three and six months ended June 30, 2001, respectively. As this
completed the liquidation of the KeyCorp stock, there is no income for the
comparable periods in 2002.
Refac
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date August 15, 2002 By /s/ Raymond A. Cardonne
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Vice President, Secretary and
Chief Financial Officer