-----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, EoPM1gTZHflSUMq3Fccn3zfWm9NTC1n66QzeGeUe1q5xehjC7HZyxUfBip7yzfTR A00u3Nc768b5oczpQAupTA== 0000950172-06-000149.txt : 20060307 0000950172-06-000149.hdr.sgml : 20060307 20060307171649 ACCESSION NUMBER: 0000950172-06-000149 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: VERU DENNISON T CENTRAL INDEX KEY: 0001225341 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12776 FILM NUMBER: 06670839 BUSINESS ADDRESS: STREET 1: C/O PALISADE CAPITAL STREET 2: ONE BRIDGE PLAZA NORTH #695 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 2015857733 MAIL ADDRESS: STREET 1: C/O PALIDADE CAPITAL STREET 2: ONE BRIDGE PLAZA NORTH #695 CITY: FORT LEE STATE: NJ ZIP: 07024 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-03-06 0 0000082788 REFAC OPTICAL GROUP REF 0001225341 VERU DENNISON T C/O PALIDADE CAPITAL ONE BRIDGE PLAZA NORTH #695 FORT LEE NJ 07024 1 0 1 0 Common Stock, $0.001 par value per share 2006-03-06 4 J 0 3741509 A 15804895 D Common Stock, $0.001 par value per share 2006-03-06 4 J 0 5756999 A 15804895 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, 92,858,838 shares of OptiCare common stock held by Palisade Concentrated Equity Partnership, L.P. ("Palisade") were converted into 3,741,509 shares of the Company's common stock. Palisade Concentrated Holdings, LLC ("PCH") is the general partner of Palisade. Mr. Veru is a member of PCH. As a member of PCH, Mr. Veru shares in the carried interest on the portfolio companies which depends upon the profits realized therefrom. Includes 6,306,387 shares of the Company's common stock beneficially owned by Palisade. Mr. Veru disclaims ownership of such shares. Pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended, by and among the Company, USV Merger Sub, Inc. and U.S. Vision, Inc. ("U.S. Vision"), on March 6, 2006, 13,902,439 shares of U.S. Vision common stock held by Palisade were converted into 5,756,999 shares of the Company's common stock. Mr. Veru disclaims ownership of such shares. Includes 6,306,387 shares of the Company's common stock held by Palisade prior to the completion of the transactions described in Notes 1 and 2 above. Mr. Veru disclaims ownership of such shares. Dennison T. Veru 2006-03-06 -----END PRIVACY-ENHANCED MESSAGE-----