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): December 5, 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):

x 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 1.01Entry into a Material Definitive Agreement.

On December 5, 2005, Refac, a Delaware corporation (the "Company"), entered into an amendment (the "U.S. Vision Amendment") to the Agreement and Plan of Merger (the "U.S. Vision Merger Agreement"), dated August 22, 2005, with U.S. Vision, Inc., a Delaware corporation ("U.S. Vision"), and USV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Refac. The U.S. Vision Merger Agreement previously provided that either Refac or U.S. Vision may generally terminate the Merger Agreement if the transactions contemplated thereby were not completed by December 31, 2005. The U.S. Vision Amendment extends this date to April 30, 2006. The U.S. Vision Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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: December 8, 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

10.1Amendment No. 1 to Merger Agreement, dated as of December 5, 2005, by and among Refac, U.S. Vision Merger Sub, Inc. and U.S. Vision, Inc.

EX-10.1

AMENDMENT NO. 1

This Amendment No. 1, dated December 5, 2005 (this "Amendment"), amends the Agreement and Plan of Merger, (the "Agreement"), dated as of August 22, 2005, by and among REFAC, a Delaware corporation (“Parent”), USV Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), U.S. Vision, Inc., a Delaware corporation (the “Company”), Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership, William A. Schwartz, Jr., Gayle E. Schmidt, George T. Gorman, Carmen J. Nepa, III, Pinnacle Advisors Limited, a New York corporation, WRS Advisors III, LLC, a New York limited liability company, and Marc Cornstein. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement

WHEREAS, Parent, Merger Sub, the Company and the Stockholders entered into the Agreement;

WHEREAS, pursuant to Section 9.03 of the Agreement, the Agreement may be amended by an instrument in writing signed on behalf of Parent, Merger Sub and the Company;

WHEREAS, the parties desire to amend the Agreement on the terms hereinafter set forth.

NOW, THEREFORE, Parent, Merger Sub and the Company, intending to be legally bound, hereby agree to the following amendment to the Agreement:

1.Amendment to Section 9.01(b)(i). Section 9.01(b)(i) is hereby amended and restated in its entirety as follows:

" if the Merger is not consummated on or before April 30, 2006; provided that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or results in, the failure of the Merger to occur on or before such date;"

2.Limited Effect. Except as expressly specified herein, the terms and provisions of the Agreement shall continue and remain in full force and effect and shall remain the valid and binding obligation of the parties thereto in accordance with its terms.

3.Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

4.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have duly executed this Amendment, all as of the date first written above.

REFAC

By:     /s/ Robert L. Tuchman

Name: Robert L. Tuchman

Title: Chief Executive Officer

USV MERGER SUB, INC.

By:     /s/ Robert L. Tuchman

Name: Robert L. Tuchman

Title: President

U.S. VISION, INC.

By:     /s/ Carmen J. Nepa, III

Name: Carmen J. Nepa, III

Title: Chief Financial Officer