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): July 13, 2006
Refac Optical Group
(Exact name of registrant as specified in its charter)
DELAWARE 001-12776 13-1681234
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(State or other jurisdiction of (Commission I.R.S. Employer
incorporation or organization) File Number) Identification No.)
ONE BRIDGE PLAZA, SUITE 550, FORT LEE, NEW JERSEY 07024
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(Address of principal executive offices) (Zip Code)
(201) 585-0600
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(Registrant's telephone number,
including area code)
None
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(Former name, former address and former fiscal year,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 13, 2006, OptiCare Health Systems, Inc. ("OptiCare"), a
Delaware corporation and wholly-owned subsidiary of Refac Optical Group, a
Delaware corporation ("Refac"), sold its managed vision business (the
"Business") to a wholly-owned subsidiary of Centene Corporation, pursuant to the
Stock Purchase Agreement (the "Agreement"), among the parties, dated as of April
24, 2006. In connection with the transaction, OptiCare received a cash purchase
price of $8.8 million, subject to certain post-closing adjustments. Of such
amount, $1 million will be held in escrow until the first anniversary of the
closing to satisfy OptiCare's indemnification obligations under the Agreement.
Such obligations are generally subject to a cap on liability of $1,000,000,
subject to certain exceptions. Refac has guaranteed the payment and performance
of OptiCare's obligations under the Agreement.
The Business, based in Rocky Mount, North Carolina, contracts with
insurers, employer groups, managed care plans, HMOs and other third-party payors
to manage claims payment and other administrative services of eye health
benefits in 15 states. Further information regarding the transaction is included
in the Agreement, which was included as Exhibit 2.1 to the Current Report on
Form 8-K filed by Refac on April 28, 2006.
On July 13, 2006, Refac issued a press release announcing the closing
of the transaction. The press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
See attached exhibit index.
SIGNATURES
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 hereunto duly authorized.
REFAC OPTICAL GROUP
Dated: July 13, 2006 By: /s/ Robert L. Tuchman
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Name: Robert L. Tuchman
Title: Senior Vice President
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated July 13, 2006