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): November 30, 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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The Company's employment agreement with Robert L. Tuchman, its Senior
Vice President and General Counsel, will terminate on December 31, 2006 and
will not be renewed. In addition, Mr. Tuchman has resigned from the Company's
Board of Directors.
The Company and Mr. Tuchman have entered into an agreement, dated as
of November 30, 2006 (the "Agreement"). Following is a brief summary of the
Agreement. Reference should be made to the full text of the Agreement, which is
filed herewith as Exhibit 10.1 and incorporated herein by reference.
The Agreement provides that Mr. Tuchman will continue as the Company's
Senior Vice President and General Counsel through December 31, 2006.
Following his termination, Mr. Tuchman will be entitled to receive
from the Company a severance payment of $175,000 and a bonus for his services
in 2006 of $175,000. Mr. Tuchman and his eligible dependents will also continue
to participate in the Company's benefit plans through December 31, 2007.
On January 2, 2007, Mr. Tuchman will exercise his Payment Right (as
defined in the Company's merger agreement, dated August 19, 2002, with Palisade
Concentrated Equity Partnership, L.P.) with respect to 31,184 shares of the
Company's common stock. The proceeds will be used, together with other cash, to
pay all amounts due under the Company's outstanding loan to Mr. Tuchman.
The Agreement provides for the immediate vesting of Mr. Tuchman's
stock options, which will continue in accordance with their terms of issuance.
Mr. Tuchman and the Company may not make any disparaging statements
regarding one another. Mr. Tuchman also may not disclose any confidential
information obtained in connection with his employment.
On November 30, 2006 the Company issued a press release announcing the
foregoing. The press release is furnished herewith as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
See Exhibit Index below.
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: November 30, 2006 By: /s/ Raymond A. Cardonne
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Name: Raymond A. Cardonne
Title: Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Agreement between Robert L. Tuchman and Refac Optical Group, dated
November 30, 2006.
99.1 Press release issued by Refac Optical Group on November 30, 2006.
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