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): August 15, 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, 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):

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))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On August 15, 2005, the Registrant announced its results of operations for its second quarter ended June 30, 2005. A copy of the press release of the Registrant is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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 9.01Financial 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
Dated: August 16, 2005	By:/s/Raymond A. Cardonne, Jr.
	Name: Raymond A. Cardonne, Jr.
	Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 15, 2005 (furnished herewith)

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 SECOND QUARTER RESULTS

Fort Lee, New Jersey, August 15, 2005 - Refac (AMEX: REF) today reported that it had a net loss for the second quarter of 2005 of $614,000 or ($0.09) per share. During the comparable period in 2004, the Company had a net loss of $39,000, or ($0.01) per share, on a diluted basis.

Revenues for the three months ended June 30, 2005 were $189,000 as compared to $491,000 for the same period in 2004. The revenue decline of $302,000 in the second quarter of 2005 was due to decreases in income from the Company’s contract with Patlex Corporation (“Patlex”) and related party consulting income of $287,000 and $14,000, respectively. Expenses for the three months ended June 30, 2005 were $1,175,000 as compared to $662,000 for the same period in 2004. The $513,000 increase in expenses in the second quarter of 2005 over the comparable period of 2004 was primarily due to costs incurred in connection with the possible acquisition of two affiliated companies totaling $469,000.

For the six months ended June 30, 2005, the Company reported net income of $268,000 or $0.04 per share, on a diluted basis, attributable entirely to its continuing operations. During the same period in 2004, the Company had a net loss of $208,000, or ($0.03) per share, on a diluted basis, which consisted of a net loss from continuing operations of $213,000, or ($0.03) per share, and a gain, net of tax, from discontinued operations of $5,000, or less than $0.01 per share.

    Revenues from continuing operations for the six months ended June 30, 2005 were $2,028,000 as compared to $894,000 for the same period in 2004. The revenue increase of $1,134,000 was attributable to non-recurring licensing-related income of $1,500,000 arising from the settlement of a litigation, offset by declines in income relating to the Company’s agreement with Patlex and related party consulting of $330,000 and $35,000, respectively. Expenses from continuing operations for the six months ended June 30, 2005 were $1,791,000 as compared to $1,412,000 for the same period in 2004. The $379,000 increase in expenses in the first half of 2005 as compared to the same period in 2004 was principally attributable to costs incurred in connection with the possible acquisition of two affiliated companies totaling $469,000.

Refac Operating Results

(UNAUDITED)

	Three Months Ended June 30,
	2005			2004
Total revenues	$	189,000		$	491,000
Net loss	$	(614,000	)	$	(39,000	)
Net loss per diluted share	$	(0.09	)	$	(0.01	)
Number of diluted shares		6,995,547			6,993,393

	Six Months Ended June 30,
	2005		2004
Total revenues	$	2,028,000	$	894,000
Net income (loss) from continuing operations	$	268,000	$	(213,000	)
Income from discontinued operations, net of taxes	$	-	$	5,000
Net income (loss)	$	268,000	$	(208,000	)
Diluted income (loss) per share from continuing operations	$	0.04	$	(0.03	)
Income per diluted share from discontinued operations		-		-
Net income (loss) per diluted share	$	0.04	$	(0.03	)
Number of diluted shares		7,070,568		6,990,811

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