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: February 28, 2003
(Date of earliest event reported)
REFAC
(Exact Name of Registrant as Specified in Charter)
Delaware 0-7704 13-1681234
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
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
On February 28, 2003, the registrant completed its merger with a
subsidiary of Palisade Concentrated Equity Partnership, L.P. ("Palisade"),
pursuant to the Agreement and Plan of Merger, dated August 19, 2002, by and
between the registrant, Palisade and Palisade Merger Corp., as amended.
Attached hereto as Exhibit 99.1 is a press release issued by the registrant
regarding the merger.
The Company entered into Amendment No.2 to Rights Agreement (the
"Amendment"), dated as of February 26, 2003, with American Stock Transfer &
Trust Company, a copy of which is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The Amendment provides that the rights
under the Rights Agreement shall expire on the earliest of (i) the
effective date of the merger of the Company with a subsidiary of Palisade
Concentrated Equity Partnership, L.P. ("Palisade"), as provided in the
Agreement and Plan of Merger, dated as of August 19, 2002, by and among the
Company, Palisade and Palisade Merger Corp., (ii) 5:00 P.M., New York City
time, on April 26, 2012, or such later date as may be established by the
Board of Directors prior to the expiration of the rights or (iii) the time
at which the rights are redeemed or exchanged.
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: February 28, 2003 By: /s/ Robert L. Tuchman
--------------------------
Robert L. Tuchman
Chief Executive Officer,
President and General Counsel
EXHIBITS
4.1 Amendment No.2 to Rights Agreement, dated as of February 26, 2003,
between Refac and American Stock Transfer & Trust Company, incorporated
by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A filed February 28, 2003.
99.1 Press release issued on February 28, 2003 by Refac.
EXHIBIT 99.1
REFAC COMPLETES MERGER WITH
SUBSIDIARY OF PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.
Edgewater, New Jersey, February 28, 2003 - Refac (AMEX: REF) announced
today that it has completed its merger with a wholly-owned subsidiary of
Palisade Concentrated Equity Partnership, L.P. ("Palisade"). The combined
company has taken the name Refac and its new common stock will trade on the
American Stock Exchange under the ticker symbol "REF". Earlier today,
Refac's stockholders voted to approve the merger at a special meeting of
stockholders. Approximately 85% of the votes cast, representing
approximately 61% of the outstanding shares, voted in favor of the merger.
As a result of the merger, Palisade owns approximately 80% of the combined
company's outstanding shares. Palisade intends to use Refac as a vehicle
for making acquisitions.
Under the terms of the merger, Refac stockholders will receive
$3.60 in cash and 0.2 shares of the combined company's common stock.
Stockholders who hold such shares received in the merger continuously until
June 30, 2005 have the right to sell them to the combined company at a
price which will depend upon Refac's liquid distributable assets as of
March 31, 2003 and June 30, 2005.
Following the merger, Robert L. Tuchman will continue to serve as
Refac's Chairman of the Board and Chief Executive Officer and Raymond A.
Cardonne will continue to serve as its Vice President, Chief Financial
Officer and Secretary. Robert L. Tuchman, Mark N. Kaplan and Clark A.
Johnson will stay on as members of Refac's Board of Directors, together
with four new directors - - - Mark S. Hoffman, Richard S. Meisenberg,
Melvin Meskin and Jeffrey D. Serkes.
"We are excited that we have been able to close this merger," said
Robert L. Tuchman, Chairman and CEO of Refac. "We believe it provides
maximum value to the Company's shareholders. Shareholders not only receive
an immediate cash payment, but they also have the opportunity to
participate in any growth we may enjoy under Palisade's leadership."
* * * * *
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This News Release statement includes certain statements of the
Company that may constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and which are made
pursuant to the Private Securities Litigation Reform Act of 1995. These
forward-looking statements and other information relating to the Company
are based upon the beliefs of management and assumptions made by and
information currently available to the Company. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events, or performance, as well as underlying assumptions and statements
that are other than statements of historical fact, including statements
regarding completion of the proposed merger. When used in this document,
the words "expects," "anticipates," "estimates," "plans," "intends,"
"projects," "predicts," "believes," "may" or "should," and similar
expressions, are intended to identify forward-looking statements. These
statements reflect the current view of the Company's management with
respect to future events. Many factors could cause the actual results,
performance or achievements of the Company to be materially different from
any future results, performance, or achievements that may be expressed or
implied by such forward-looking statements.
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