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 13, 1996
REFAC Technology Development Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-7704 13-1681234
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
122 East 42nd Street, New York, New York 10168
(Address of Principal Executive Offices) (Zip Code)
(212) 687-4741
Registrant's Telephone Number,
Including Area Code
N/A
Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a), (b) On November 27, 1996, Eugene M. Lang,
Chairman and Chief Executive Officer of the Registrant,
disposed of by gift 387,833 shares of common stock, par
value $0.10 per share (the "Shares"), of the Registrant to
the Eugene M. Lang Foundation (the "Foundation"). On
November 29, 1996, Mr. Lang disposed of by gift 401,510
Shares to the Foundation. On December 6, 1996, Mr. Lang
disposed of by gift 71,000 Shares to the Foundation.
On December 13, 1996, the Registrant entered into
a Stock Repurchase Agreement with Mr. Lang and the
Foundation, dated as of December 13, 1996 (the "Stock
Repurchase Agreement") (see Item 5, below), pursuant to
which the Registrant will purchase 832,912 Shares from Mr.
Lang and 942,088 Shares from the Foundation (or a total of
1,775,000 Shares) at a price of $8.25 per Share (or an
aggregate total purchase price of $14,643,750). Upon the
closing of the purchase, the source of funds for such
purchase is anticipated to be the cash and proceeds of sales
of marketable securities of the Registrant. As a result of
the foregoing, control of the Registrant is in the board of
directors of the Registrant.
ITEM 5. OTHER EVENTS.
On December 13, 1996, the Registrant entered into
the Stock Repurchase Agreement with Mr. Lang and the
Foundation. A copy of the Stock Repurchase Agreement is
included as an exhibit hereto and is hereby incorporated by
reference herein. Pursuant to the Stock Purchase Agreement,
Mr. Lang has agreed to sell, and the Registrant has agreed
to purchase, 832,912 Shares, of the Registrant at a price
per Share of $8.25, and the Foundation has agreed to sell,
and the Registrant has agreed to purchase, 942,088 Shares at
a price per Share of $8.25.
Mr. Lang has entered into a Retirement Agreement
with the Registrant, dated as of December 13, 1996, a copy
of which is included as an exhibit hereto, pursuant to which
Mr. Lang has agreed to resign as Chairman and Chief
Executive Officer of the Issuer. In connection with Mr.
Lang's retirement, and in recognition of his years of valued
service to the Registrant, the Registrant has agreed to make
charitable donations totaling $500,000 to certain charities
selected by Mr. Lang.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99(a) Stock Repurchase Agreement between REFAC
Technology Development Corporation and Eugene M.
Lang and the Organizations, dated as of December
13, 1996.
99(b) Retirement Agreement between REFAC Technology
Development Corporation and Eugene M. Lang, dated
as of December 13, 1996.
SIGNATURE
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 thereto
duly authorized.
REFAC Technology Development
Corporation
Date: December 20, 1996 By: /s/ Eugene M. Lang
Name: Eugene M. Lang
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Description Page
99(a) Stock Repurchase Agreement between
REFAC Technology Development
Corporation and Eugene M. Lang and
the Organizations, dated as of
December 13, 1996.
99(b) Retirement Agreement between REFAC
Technology Development Corporation
and Eugene M. Lang, dated as of
December 13, 1996.