8-K 1 nyc567863.txt 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 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (201) 585-0600 ------------------------------------------------------------- (Registrant's telephone number, including area code) None ---------------------------------------------------------------- (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 -------------------------------- Name: Robert L. Tuchman Title: Senior Vice President EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated July 13, 2006

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 6, 2006

Refac Optical Group

(Exact name of registrant as specified in its charter)

DELAWARE	001-12776	13-1681234
(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
(Address of principal executive offices)	(Zip Code)

(201) 585-0600 (Registrant’s telephone number, including area code)

None (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):

r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Items

On July 6, 2006, the Company issued a press release announcing that it had reached an agreement in principle with EyeMed Vision Care, a leading managed vision care company, whereby the Company’s U.S. Vision subsidiary would become a participating provider of managed care benefits in EyeMed’s vision care networks. A copy of such press release is furnished herewith as Exhibit 99.1. Such press release 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. Such press release shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and 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: July 11, 2006	By: /s/ Robert L. Tuchman
	Name: Robert L. Tuchman
	Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated July 6, 2006

Filing Compare · REFAC OPTICAL GROUP