-----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, LQuPd+URVCgOV8bqCpRZOyCYC5bGtOvAa5GhNgjVSauGkK1LLNj4+nQyGd8nwL9w wRsVt9KRWqlLv8U8/kdeQw== 0000950172-06-000150.txt : 20060308 0000950172-06-000150.hdr.sgml : 20060308 20060308150325 ACCESSION NUMBER: 0000950172-06-000150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060306 FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 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: PALISADE CONCENTRATED HOLDINGS LLC CENTRAL INDEX KEY: 0001116225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12776 FILM NUMBER: 06672839 BUSINESS ADDRESS: STREET 1: ONE BRIDGE ST CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 2015857733 MAIL ADDRESS: STREET 1: ONE BRIDGE ST 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 0001116225 PALISADE CONCENTRATED HOLDINGS LLC ONE BRIDGE PLAZA, SUITE 695 FORT LEE NJ 07024 0 0 1 0 Common Stock, $0.001 par value per share 2006-03-06 4 J 0 3741509 A 15804895 I General Partner Common Stock, $0.001 par value per share 2006-03-06 4 J 0 5756999 A 15804895 I General Partner 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, 9,285,838 shares of OptiCare common stock held by Palisade Concentrated Equity Partnership, L.P. ("Palisade") were converted into 3,741,509 shares of Refac common stock. 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 Refac common stock. 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. Palisade Concentrated Holdings, LLC ("PCH") serves as General Partner of Palisade Concentrated Equity Partnership, LP ("PCEP"), the direct owner of the shares of common stock. The Investment Manager of PCEP is Palisade Capital Management, LLC, an SEC registered investment adviser. Certain members of PCM are also members of PCH and limited partners in PCEP. Steven E. Berman, General Partner 2006-03-06 -----END PRIVACY-ENHANCED MESSAGE-----