8-K

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): May 9, 2005

Refac

(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, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On May 9, 2005, Mark Hoffman resigned as a member of the board of directors (the "Board") of Refac (the "Company"). As previously disclosed in the Company's 2004 Annual Report on Form 10-K, Mr. Hoffman planned to resign from the Board as part of a realignment of responsibilities for the private equity portfolio holdings of Palisade Capital Management, L.L.C. ("PCM"), a private investment firm which is an affiliate of Palisade Concentrated Equity Partnership L.P. ("Palisade"), the Company's controlling shareholder.

On May 9, 2005, Dennison T. Veru was elected to the Board to fill the vacancy created by Mr. Hoffman's resignation. Until his appointment as a director of the Company's Board, Mr. Veru served as the Executive Vice President and Co-Investment Officer of PCM. In July 2004, Mr. Veru became of member of PCM. From November 1992 until December 1999, he served as President and Director of Research of Awad & Associates, a money management division of Raymond James Financial. Mr. Veru was also elected to serve as a member of the Board’s Compensation Committee to fill the vacancy created by Mr. Hoffman’s resignation.

On May 11, 2005, the Company issued a press release regarding Mr. Veru's appointment, which is furnished herewith as Exhibit 99.1.

PCM on behalf of itself and/or its portfolio companies requests, from time to time, that the Company provide certain consulting services. In consideration for these services, PCM pays the Company a basic monthly retainer of $5,000, subject to quarterly adjustment based on the services actually rendered during each quarter. Either party has the right to terminate this agreement at any time without any prior notice. Under this arrangement, PCM paid the Company $75,000 with respect to services rendered during 2004 and $21,000 during the first quarter of 2005.

The Company also provides consulting services directly to Neurologix, Inc., a public Company of which PCM owns approximately 26% of the outstanding capital stock at a basic monthly retainer of $5,000, subject to quarterly adjustment based upon the services actually rendered during such quarter. Either party has the right to terminate this agreement at any time without any prior notice. Under this agreement, Neurologix, Inc. paid the Company $95,000 with respect to services rendered during 2004 and $23,000 during the first quarter of 2005.

Pursuant to employment agreements entered into on April 1, 2005, each of the Company’s Chief Executive Officer and Chief Financial Officer may enter into separate arrangements for his own account with PCM and/or any of its affiliated companies that are engaged in private equity or investment management pursuant to which he may become a member, partner, officer, director or stockholder of such entity or may provide consulting or professional services thereto provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under such employment agreement.

Other related party transactions include management indebtedness, a subleasing arrangement with Palisade Capital Securities, LLC ("PCS"), an affiliate of Palisade and PCM, under which the Company occupied approximately 1,185 gross rentable square feet through June 2004 and the maintenance of brokerage accounts at PCS for the Company's marketable securities (principally, treasury notes being held to maturity).

Item 9.01Financial 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

Date: May 11, 2005By:/s/ Robert L. Tuchman

 Name: Robert L. Tuchman

 Title: President and Chief Executive Officer

EXHIBIT INDEX

Number	Title
99.1	Press Release, dated May 11, 2005

EX-99.1

Exhibit 99.1

News about Refac

Contact:	Raymond A. Cardonne
	201-585-0600
Fax:	201-585-2020
E-mail:	cardonne@refac.com
Web site:	www.refac.com

REFAC REPORTS FIRST QUARTER RESULTS

Change in Board of Directors

Fort Lee, New Jersey, May 11, 2005 - Refac (AMEX: REF) today reported that it had net income for the three months ended March 31, 2005 of $882,000 or $0.13 per share, on a diluted basis. During the same period in 2004, the Company had a net loss of $169,000 or ($0.02) per share, on a diluted basis.

Revenues and expenses from continuing operations for the three months ended March 31, 2005 were $1,839,000 and $616,000, respectively, as compared to $403,000 and $750,000, respectively, for the same period in 2004. Revenues increased by $1,436,000 in the first quarter of 2005 primarily due to the non-recurring settlement payment of $1,500,000 relating to a lawsuit brought by a former client of Refac Licensing, Inc. against Taco Bell Corp., offset by a $64,000 decline in revenues relating to the Company’s agreement with Patlex Corporation and revenues from related party consulting services.

General and administrative expenses were $131,000 lower in the first quarter of 2005 as compared to 2004. This reduction is primarily the result of a decrease in management incentive compensation and executive search firm retainer fees of $263,000, offset by an increase in net rent and professional fees of $120,000.

Change in Board of Directors

Mark S. Hoffman, a Managing Director and member of Palisade Capital Management, L.L.C. (“PCM”), has been a director of the Company since the closing of its merger with a subsidiary of Palisade Concentrated Equity Partnership, L.P. (“Palisade”) on February 28, 2003. As part of a realignment of portfolio company assignments at PCM, Mr. Hoffman has resigned from the Company’s Board effective as of May 9, 2005. On the same date, the Board elected Dennison (Dan) T. Veru, who is the Executive Vice President and a member of PCM, to fill the vacancy. PCM is the investment manager to Palisade, which owns approximately 90% of the Company’s outstanding common stock.

Pending Acquisition Discussions

             On April 8, 2005, the Company announced that it had entered into acquisition discussions with two affiliated companies, U.S. Vision, Inc. (“U.S. Vision”), which operates 518 retail optical locations in 47 states and Canada, consisting of 506 licensed departments and 12 freestanding stores, and OptiCare Health Systems, Inc. (“OptiCare”), which operates 18 retail optical centers in the State of Connecticut and is a managed vision care provider in the United States. Refac, U.S. Vision and OptiCare are all controlled by Palisade, which owns 88% of U.S. Vision’s outstanding common stock and 84% of OptiCare’s outstanding common stock (on a fully diluted basis). These discussions are continuing and, as a result, the asset management search the Company had been pursuing is currently on hold.

* * * * *

Refac

Operating Results

	Three Months Ended March 31, (Unaudited)
	2005		2004
Total revenues	$	1,839,000	$	403,000
Net income (loss) from continuing operations		882,000		(174,000	)
Income from discontinued operations, net of taxes		-		5,000
Net income (loss)	$	882,000	$	(169,000	)
Income (loss) per diluted share from continuing operations	$	0.13	$	(0.02	)
Income per diluted share from discontinued operations		-		-
Net income (loss) per diluted share	$	0.13	$	(0.02	)
Number of diluted shares		6,993,393		6,988,228

CAUTIONARY STATEMENT REGARDING

FORWARD-LOOKING STATEMENTS

This News Release includes certain statements of the Company that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and which are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements and other information relating to the Company are based upon the beliefs of management and assumptions made by and information currently available to the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, or performance, as well as underlying assumptions and statements that are other than statements of historical fact, including statements regarding the Company’s acquisition plans. When used in this document, the words “expects,” “anticipates,” “estimates,” “plans,” “intends,” “projects,” “predicts,” “believes,” “may” or “should,” and similar expressions, are intended to identify forward-looking statements. These statements reflect the current view of the Company's management with respect to future events. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, but not limited to, the Company’s ability to come to acceptable terms with U.S. Vision and/or OptiCare or, if it does come to terms, that these will prove to be beneficial acquisitions for the Company. Investors are cautioned that all forward-looking statements involve those risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Forward-looking statements speak only as of the date they are made and the Company undertakes no duty or obligation to update any forward-looking statements in light of new information or future events.

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