SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NEWMAN MARK S

(Last)

(First)

(Middle)

5 SYLVAN WAY

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REFAC OPTICAL GROUP [ REF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to acquire common stock	$4.24	03/06/2006		J⁽¹⁾		7,080		03/06/2006	05/21/2012	Common Stock, $0.001 par value per share	7,080	⁽²⁾	33,688⁽³⁾	D
Options to acquire common stock	$13.77	03/06/2006		J⁽¹⁾		2,360		03/06/2006	02/28/2013	Common Stock, $0.001 par value per share	2,360	⁽²⁾	33,688⁽³⁾	D
Options to acquire common stock	$9.53	03/06/2006		J⁽¹⁾		1,888		03/06/2006	05/07/2014	Common Stock, $0.001 par value per share	1,888	⁽²⁾	33,688⁽³⁾	D
Options to acquire common stock	$6.99	03/06/2006		J⁽¹⁾		2,360		03/06/2006	05/09/2015	Common Stock, $0.001 par value per share	2,360	⁽²⁾	33,688⁽³⁾	D

Explanation of Responses:

1. 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, options to acquire 290,000 shares of OptiCare common stock held by Mr. Newman were converted into options to acquire 13,688 shares of the Company's common stock.

2. Options to acquire OptiCare common stock were received by Mr. Newman as a director of OptiCare.

3. Options to acquire 20,000 shares of the Company's common stock were received by Mr. Newman as a director of the Company. Such options have an exercise price of $4.78 and expire on May 7, 2014. One third of such options became exercisable on each of May 7, 2004 and May 7, 2005 and the remaining third will become exercisable on May 7, 2006.

	Robert L. Tuchman, Attorney-in-Fact	03/06/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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