SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________
Date of Report: December 12, 2002
(Date of earliest event reported)
REFAC
(Exact Name of Registrant as Specified in Charter)
Delaware 0-7704 13-1681234
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification
No.)
115 River Road, Edgewater, New Jersey 07020
(Address of Principal Executive Offices)
(201) 943-4400
(Registrant's telephone number, including area code)
Item 5. Other events
The registrant has entered into an Amendment No.2 to the Agreement
and Plan of Merger, dated as of December 12, 2002, with Palisade
Concentrated Equity Partnership, L.P. and Palisade Merger Corp. A copy of
such amendment is filed herewith as Exhibit 10.1 and is incorporated herein
by reference.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
REFAC
Date: December 16, 2002 By: /s/ Robert L. Tuchman
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Robert L. Tuchman
Chief Executive Officer, President
and General Counsel
EXHIBITS
10.1 Amendment No.2 to the Agreement and Plan of Merger, dated as of
December 12, 2002, by and among Palisade Concentrated Equity
Partnership, L.P., Palisade Merger Corp. and Refac.
EXHIBIT 10.1
AMENDMENT NO.2 TO THE AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO.2 TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment") is dated as of December 12, 2002, by and among Palisade
Concentrated Equity Partnership, L.P., a Delaware limited partnership
("Palisade"), Palisade Merger Corp., a Delaware corporation and a direct
wholly-owned subsidiary of Palisade ("Merger Sub"), and Refac, a Delaware
corporation (the "Company").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Palisade, Merger Sub and the Company entered into an
Agreement and Plan of Merger, dated as of August 19, 2002, which was
amended pursuant to Amendment No. 1 to the Agreement and Plan of Merger,
dated as of October 21, 2002 (as amended, the "Agreement");
WHEREAS, pursuant to Section 9.04 of the Agreement, the Agreement
may be amended by a written instrument duly executed by or on behalf of
each party thereto; and
WHEREAS, Palisade, Merger Sub and the Company desire to amend the
Agreement on the terms hereinafter set forth.
NOW, THEREFORE, Palisade, Merger Sub and the Company, intending to
be legally bound, hereby agree to the following amendments to the
Agreement:
1. Definitions. Capitalized terms used but not defined herein shall
have the meanings set forth in the Agreement.
2. Amendment to Section 9.01(b)(i) of the Agreement. Section
9.01(b)(i) of the Agreement shall be amended and restated in its
entirety to read as follows:
"at any time after March 31, 2003 (the "Termination Date"),
the Merger shall not have been consummated on or prior to such
date; provided that the right to terminate the Agreement pursuant
to this Section 9.01(b)(i) shall not be available to any party
whose breach of or failure to perform any provision of this
Agreement results in the failure of the Merger to be consummated
by such time;"
3. Limited Effect. Except as expressly specified herein, the terms
and provisions of the Agreement shall continue and remain in full
force and effect and shall remain the valid and binding obligation
of the parties thereto in accordance with its terms.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to
a contract executed and performed in such State without giving
effect to the conflicts of laws principles thereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each party hereto has caused this Amendment to
be duly executed as of the day and year first above written.
PALISADE CONCENTRATED EQUITY
PARTNERSHIP, L.P.
By: Palisade Concentrated Holdings, L.L.C.,
General Partner
By: /s/ Steven Berman
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Name: Steven Berman
Title: Member
PALISADE MERGER CORP.
By: /s/ Steven Berman
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Name: Steven Berman
Title: President
REFAC
By: /s/ Robert L. Tuchman
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Name: Robert L. Tuchman
Title: President and CEO