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): August 14, 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 8.01 Other Events.
On August 14, 2006, the Registrant issued a press release announcing that its
Board of Directors had extended the expiration date for the exercise of the
non-transferable payment right granted to qualifying stockholders in connection
with its February 28, 2003 merger with a wholly-owned subsidiary of Palisade
Concentrated Equity Partnership, L.P. pursuant to the Agreement and Plan of
Merger among the parties, dated as of August 19, 2002, as amended. Such
expiration date has been extended for one year from September 30, 2006 to
September 30, 2007. A copy of the press release is furnished herewith as Exhibit
99.1.
The information, including the exhibit attached hereto, in this Current Report
is being furnished and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in this Current Report shall
not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, except as otherwise expressly
stated in such filing.
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: August 14, 2006 By:/s/ Robert L. Tuchman
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Name: Robert L. Tuchman
Title: Senior Vice President
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated August 14, 2006.
Exhibit 99.1
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
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REFAC OPTICAL GROUP EXTENDS PERIOD OF TIME
TO EXERCISE PAYMENT RIGHTS
Fort Lee, New Jersey (August 14, 2006) - Refac Optical Group (AMEX: REF) today
announced an extension in the expiration date for the exercise of the
non-transferable payment right (the "Payment Right") granted to qualifying
stockholders in connection with its February 28, 2003 merger (the "Palisade
Merger") with a wholly owned subsidiary of Palisade Concentrated Equity
Partnership, L.P. pursuant to an Agreement and Plan of Merger, dated as of
August 19, 2002, as amended (the "Palisade Merger Agreement"). The expiration
date has been extended for one year from September 30, 2006 to September 30,
2007.
Under the terms of the Palisade Merger Agreement, the Payment Right
applies to stockholders who received their Refac common stock, par value $0.001
per share, as part of the consideration in the Palisade Merger (the "Merger
Shares") and have continuously held such Merger Shares from the date of the
Palisade Merger. The Payment Right gives such stockholders the right to sell
their Merger Shares to Refac at $8.29 per share.
Since the Palisade Merger, Refac's financial statements have
reflected the estimated amount required to satisfy all Payment Rights as
temporary equity with a similar amount reducing additional paid-in capital. It
has also restricted a portion of its investments being held to maturity to
maintain the "Contingent Fund" called for by the Palisade Merger Agreement. As
of July 31, 2006, Refac estimated that approximately 502,000 shares of its
common stock were subject to the Payment Right and accordingly maintained the
Contingent Fund at $4,162,000.
Refac will be mailing eligible stockholders instructions on
how to exercise their Payment Right.
About Refac Optical Group
Refac Optical Group, a leader in the retail optical industry and the sixth
largest retail optical chain in the United States, operates 532 retail locations
in 47 states and Canada, consisting of 509 licensed departments, five
freestanding stores, 18 eye health centers and professional optometric
practices, two surgery centers, one of which is a laser correction center, and
two manufacturing laboratories. The licensed departments include 352 located at
J.C. Penney stores, 63 at Sears, 29 at Macy's and Marshall Field's department
stores, 23 at Boscov's department stores, and 30 at The Bay. These licensed
departments are full-service retail vision care stores that offer an extensive
selection of designer brands and private label prescription eyewear, contact
lenses, sunglasses, ready-made readers and accessories.