SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

YIMOYINES DEAN J

(Last)

(First)

(Middle)

C/O OPTICARE HEALTH SYSTEMS INC

87 GRANDVIEW AVENUE

(Street)

WATERBURY

06708

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2006

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	8,496	D⁽¹⁾
Common Stock, $0.001 par value per share	264,955	I⁽²⁾	Shares are held by Dean Yimoyines' spouse, Linda Yimoyines

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to acquire common stock⁽¹⁾	03/06/2006	08/13/2009	Common Stock, $0.001 par value per share	15,340	$123.94	D
Options to acquire common stock⁽¹⁾	03/06/2006	08/13/2009	Common Stock, $0.001 par value per share	13,520	$54.24	D
Options to acquire common stock⁽¹⁾	03/06/2006	01/04/2012	Common Stock, $0.001 par value per share	23,600	$3.18	D
Options to acquire common stock⁽¹⁾	03/06/2006	05/21/2012	Common Stock, $0.001 par value per share	7,080	$4.24	D
Options to acquire common stock⁽¹⁾	03/06/2006	12/20/2012	Common Stock, $0.001 par value per share	23,600	$7.63	D
Options to acquire common stock⁽¹⁾	03/06/2006	02/28/2013	Common Stock, $0.001 par value per share	3,540	$13.77	D
Options to acquire common stock⁽¹⁾	02/28/2007	02/28/2013	Common Stock, $0.001 par value per share	1,180	$13.77	D
Options to acquire common stock⁽¹⁾	03/06/2006	03/31/2014	Common Stock, $0.001 par value per share	1,770	$14.41	D
Options to acquire common stock⁽¹⁾	03/31/2006	03/31/2014	Common Stock, $0.001 par value per share	1,770	$14.41	D
Options to acquire common stock⁽¹⁾	03/31/2007	03/31/2014	Common Stock, $0.001 par value per share	1,770	$14.41	D
Options to acquire common stock⁽¹⁾	03/31/2008	03/31/2014	Common Stock, $0.001 par value per share	1,770	$14.41	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended (the "Merger Agreement"), by and among Refac Optical Group (formerly Refac) (the "Company"), OptiCare Merger Sub, Inc. and OptiCare Health Systems, Inc. ("OptiCare"), on March 6, 2006, 180,000 shares of OptiCare common stock held by Dr. Dean Yimoyines were converted to 8,496 shares of the Company's common stock, and 2,011,450 options to acquire shares of OptiCare common stock held by Dr. Yimoyines were converted into 94,940 options to acquire shares of the Company's common stock.

2. Pursuant to the Merger Agreement, on March 6, 2006, 6,510,391 shares of OptiCare common stock held by Linda Yimoyines, Dr. Yimoyines' wife, were converted into 264,955 shares of the Company's common stock. Dr. Yimoyines disclaims ownership of such shares.

	Robert L. Tuchman, Attorney-in-Fact	03/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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