-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TRLQC/b+YGj54eIB2leg+d3RnFlvj8aj/Oros85PsqQuqVOkN1ti3xXAatcmcksc OmWnVWF2bdMkFp8RyHRk8A== 0000950172-06-000145.txt : 20060307 0000950172-06-000145.hdr.sgml : 20060307 20060307160228 ACCESSION NUMBER: 0000950172-06-000145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060306 FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REFAC OPTICAL GROUP CENTRAL INDEX KEY: 0000082788 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 131681234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA STREET 2: SUITE 550 CITY: FORT LEE STATE: NJ ZIP: 07024-7102 BUSINESS PHONE: 2015850600 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA STREET 2: SUITE 550 CITY: FORT LEE STATE: NJ ZIP: 07024-7102 FORMER COMPANY: FORMER CONFORMED NAME: REFAC DATE OF NAME CHANGE: 19990813 FORMER COMPANY: FORMER CONFORMED NAME: REFAC TECHNOLOGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES & FACILITIES CORP DATE OF NAME CHANGE: 19740509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON CLARK A CENTRAL INDEX KEY: 0001183940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12776 FILM NUMBER: 06670252 BUSINESS ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD. CITY: JACKSONVILLE STATE: FL ZIP: 32216 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-03-06 0 0000082788 REFAC OPTICAL GROUP REF 0001183940 JOHNSON CLARK A REFAC OPTICAL GROUP ONE BRIDGE PLAZA FORT LEE NJ 07024 1 0 0 0 Common Stock, $0.001 par value per share 2006-03-06 2006-03-06 4 J 0 10667 A 12667 D Options to acquire common stock 9.53 2006-03-06 4 J 0 1888 A 2006-03-06 2014-05-07 Common Stock, $0.001 par value per share 1888 23776 D Options to acquire common stock 6.99 2006-03-06 4 J 0 1888 A 2006-03-06 2015-05-09 Common Stock, $0.001 par value per share 1888 23776 D Pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended, by and among Refac Optical Group (formerly Refac) (the "Company"), OptiCare Merger Sub, Inc. and OptiCare Health Systems, Inc. ("OptiCare"), on March 6, 2006, 226,000 shares of OptiCare common stock held by Mr. Johnson were converted into 10,667 shares of the Company's common stock and options to acquire 80,000 shares of OptiCare common stock held by Mr. Johnson were converted into options to acquire 3,776 shares of the Company's common stock. Options to acquire OptiCare common stock were received by Mr. Johnson as a director of OptiCare. Options to acquire 20,000 shares of the Company's common stock were received by Mr. Johnson as a director of the Company. Such options have an exercise price of $4.50, became exercisable one third on May 19, 2003, one third on May 19, 2004 and one third on May 19, 2005 and expire on May 19, 2013. Clark Johnson 2006-03-06 -----END PRIVACY-ENHANCED MESSAGE-----