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): January 19, 2007

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.)

5 HARMON DRIVE, BLACKWOOD, NEW JERSEY	08012
(Address of principal executive offices)	(Zip Code)

(856) 228-0077

(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 8.01Other Information.

On December 13, 2006, OptiCare Eye Health Centers, Inc. ("Health Centers"), a Connecticut corporation and an indirect, wholly-owned subsidiary of Refac Optical Group (the "Company") and OptiCare, P.C. (the “P.C.”), filed suit in the Superior Court in the District of Waterbury, Connecticut (the "Court") against Dr. Neal Zimmerman, a former employee of P.C., a Connecticut professional corporation with which Health Centers contracts to provide eyecare services. The lawsuit alleges that Dr. Zimmerman violated certain provisions of his employment agreement with the P.C., including the non-competition provisions therein. The lawsuit also requests a temporary injunction preventing Dr. Zimmerman from taking further action in violation of his employment agreement.

Dr. Zimmerman has commenced a suit in the Court against Health Centers, the Company, OptiCare Health Systems, Inc., a Connecticut corporation and a wholly-owned subsidiary of the Company ("OptiCare"), P.C., and Dr. Dean J. Yimoyines, a director of the Company. The Complaint, served on January 19, 2007, alleges, among other things, that the defendants have engaged in fraud, misrepresentation, conversion, theft, breach of fiduciary duty and unfair trade practices, all in breach of Dr. Zimmerman's employment agreement, constituting constructive discharge. In his lawsuit, Dr. Zimmerman requests damages and other relief and has also requested a temporary injunction against the defendants, to prevent them from seeking to enforce any non-competition agreements or restrictive covenants in his employment agreement.

The Company, Health Centers, OptiCare and Dr. Yimoyines believe that they have meritorious defenses to Dr. Zimmerman's lawsuit and intend to defend themselves vigorously.

The Company issued a press release regarding the foregoing on January 25, 2007, a copy of which is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)   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: January 25, 2007	By: /s/ Raymond A. Cardonne, Jr.
	Name: Raymond A. Cardonne, Jr.
	Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1Press Release, dated January 25, 2007.

EX-99.1 CHARTER

		Exhibit 99.1
NEWS	CONTACT:	Raymond A. Cardonne, Jr.
		Chief Financial Officer
about	Tel:	856-228-0077
	Fax:	856-228-5577
	Web site:	www.refacopticalgroup.com

REFAC OPTICAL GROUP COMMENTS ON LAWSUITS

Company Sues Former Employee of OptiCare, P.C.;

Intends to Vigorously Defend Against Counter-Lawsuit

Blackwood, New Jersey (January 25, 2007) - Refac Optical Group (AMEX: REF) today announced that its subsidiary, OptiCare Eye Health Centers, Inc. (“OEHC”), has commenced a suit in the Superior Court in the District of Waterbury, Connecticut, against Dr. Neal Zimmerman. Also joining in the lawsuit is OptiCare, P.C. (the “P.C.”), a professional corporation providing services to OEHC. Dr. Zimmerman is a former employee of the P.C. The lawsuit alleges that Dr. Zimmerman violated certain provisions of his employment agreement with the P.C., including its non-competition provisions. The lawsuit also requests a temporary injunction preventing Dr. Zimmerman from taking further action in violation of his employment agreement.

Dr. Zimmerman has filed a complaint in the same court against the Company, OEHC, another Company subsidiary, the P.C. and Dr. Dean J. Yimoyines, a director of the Company, alleging, among other things, that the defendants have engaged in fraud, misrepresentation, conversion, theft, breach of fiduciary duty and unfair trade practices, all in breach of Dr. Zimmerman’s employment agreement, constituting constructive discharge. In his lawsuit, Dr. Zimmerman requests damages and other relief and has also requested a temporary injunction against the defendants to prevent them from seeking to enforce the non-competition provisions in his employment agreement.

The Company believes that Dr. Zimmerman’s complaint was filed directly in response to the lawsuit filed against him. The Company, its defendant subsidiaries and Dr. Yimoyines believe that they have meritorious defenses to Dr. Zimmerman’s lawsuit and intend to defend themselves vigorously.

About Refac Optical Group

Refac Optical Group, a leader in the retail optical industry and the sixth largest retail optical chain in the United States, operates 531 retail locations in 47 states and Canada, consisting of 508 licensed departments, five freestanding stores, 18 eye health centers and professional optometric practices, two surgery centers, one of which is a laser correction center, and two manufacturing laboratories. Of the 508 licensed departments, 349 are located at JCPenney stores, 63 at Sears, 25 at Macy’s and Marshall Field’s department stores, 28 at Boscov’s department stores, and 30 at The Bay. These licensed departments are full-service retail vision care stores that offer an extensive selection of designer brands and private label prescription eyewear, contact lenses, sunglasses, ready-made readers and accessories.

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. 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 outcome of the lawsuits with Dr. Zimmerman. 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, 2005. 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.

-END-

8K