-----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, O4G0zXad2xJP+ZDVCrjzd7+w+MwUmRHiP6YbgWtJ8qEE4e4gI7tYCmQe1+9lM2ZW LgG90xUnrt3nO8lIav0X8Q== 0000950172-96-000865.txt : 19961223 0000950172-96-000865.hdr.sgml : 19961223 ACCESSION NUMBER: 0000950172-96-000865 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961220 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REFAC TECHNOLOGY DEVELOPMENT CORP CENTRAL INDEX KEY: 0000082788 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 131681234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39761 FILM NUMBER: 96683835 BUSINESS ADDRESS: STREET 1: 122 EAST 42ND ST STE 4000 CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 2126874741 MAIL ADDRESS: STREET 2: 122 EAST 42ND ST STE 4000 CITY: NEW YORK STATE: NY ZIP: 10168 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES & FACILITIES CORP DATE OF NAME CHANGE: 19740509 FORMER COMPANY: FORMER CONFORMED NAME: REFAC INC DATE OF NAME CHANGE: 19720628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANG EUGENE M FOUNDATION CENTRAL INDEX KEY: 0001029441 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O REFAC TECHNOLOGY DEVELOPMENT CORP STREET 2: 122 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 2128474741 MAIL ADDRESS: STREET 1: C/O REFAC TECHNOLOGY DEVELOPMENT CORP STREET 2: 122 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10168 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 REFAC Technology Development Corporation ____________________________________________________________ (Name of Issuer) Common Stock, Par Value $0.10 Per Share ____________________________________________________________ (Title of Class and Securities) 758654-10-7 ___________________________________________________________ (CUSIP Number of Class of Securities) Eugene M. Lang Foundation c/o REFAC Technology Development Corporation 122 East 42nd Street New York, New York 10168 (212) 687-4741 _____________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Mark N. Kaplan, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 November 27, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule d-1(b)(3) or (4), check the following box: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 758654-10-7 _________________________________________________________________ (1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Eugene M. Lang Foundation, 13-6153412 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS* OO** _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) _________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York _________________________________________________________________ (7) SOLE VOTING POWER 942,088 SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 942,088 WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 0 _________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 942,088 _________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) _________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.8% _________________________________________________________________ (14) TYPE OF REPORTING PERSON* OO*** _________________________________________________________________ ** Gift to the Eugene M. Lang Foundation as described herein. *** The Eugene M. Lang Foundation is a not-for-profit charitable trust. ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to shares (the "Shares") of the Common Stock, par value $0.10 per Share, of REFAC Technology Development Corporation, a Delaware corporation (the "Issuer"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended. The address of the Issuer's principal executive office is 122 East 42nd Street, New York, New York 10168. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c), (f). This statement is being filed by the Eugene M. Lang Foundation, a not-for-profit charitable trust formed under the laws of the State of New York (the "Foundation"). The address of the principal place of business and principal office of the Foundation is 122 East 42nd Street, New York, New York 10168. The business address, principal employment or occupation and citizenship of each of the officers and trustees of the Foundation are set forth on Schedule I hereto and incorporated herein by reference. (d) and (e). During the last five years, none of the Foundation nor, to the best knowledge of the Foundation, the persons identified on Schedule I hereto, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In 1985 and 1986, Eugene M. Lang transferred as charitable donations and gifts 81,745 Shares to the Foundation. On November 27, 1996, Eugene M. Lang transferred as a charitable donation and gift 387,833 Shares to the Foundation. On November 29, 1996, Eugene M. Lang transferred as a charitable donation and gift 401,510 Shares to the Foundation. On December 6, 1996, Eugene M. Lang transferred as a charitable donation and gift 71,000 Shares to the Foundation. ITEM 4. PURPOSE OF TRANSACTION. The Foundation has acquired the ownership of the Shares described in Item 5, below, for the purpose of increasing the endowment of the Foundation in order to make charitable donations or gifts to various not-for- profit organizations. (a) On December 13, 1996, the Foundation entered into a Stock Repurchase Agreement with the Issuer, a copy of which is included as Exhibit 1 hereto and is incorporated by reference herein (the "Stock Repurchase Agreement"), pursuant to which the Foundation has agreed to sell, and the Issuer has agreed to purchase, 942,088 Shares at a price per Share of $8.25, and Eugene M. Lang has agreed to sell, and the Issuer has agreed to purchase, 832,912 Shares at a price per Share of $8.25. (b)-(j) None. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a)-(c) In 1985 and 1986, Eugene M. Lang transferred as charitable donations and gifts 81,745 Shares to the Foundation. On November 27, 1996, Eugene M. Lang transferred as a charitable donation and gift 387,833 Shares to the Foundation. On November 29, 1996, Eugene M. Lang transferred as a charitable donation and gift 401,510 Shares to the Foundation. On December 6, 1996, Eugene M. Lang transferred as a charitable donation and gift 71,000 Shares to the Foundation. As of the close of business on the date hereof, the Foundation has beneficial ownership of 942,088 Shares. The Foundation has sole voting and dispositive power with respect to such Shares. Shares which are beneficially owned by the Foundation represent approximately 17.8 percent of the outstanding class of Shares (this percentage is based upon 5,301,877 Shares reported as issued and outstanding on November 1, 1996 in the Issuer's Report on Form 10-Q for the quarter ended September 30, 1996, and assumes no other Shares are issued to any other person). Eugene M. Lang disclaims beneficial ownership of Shares owned by the Foundation. (d), (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 13, 1996, the Foundation entered into the Stock Repurchase Agreement with the Issuer, a copy of which is included as Exhibit 1 hereto and is incorporated by reference herein, pursuant to which the Foundation has agreed to sell, and the Issuer has agreed to purchase, 942,088 Shares at a price per Share of $8.25, and Eugene M. Lang has agreed to sell, and the Issuer has agreed to purchase, 832,912 Shares at a price per Share of $8.25. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit No.: Description: 1 Stock Repurchase Agreement between REFAC Technology Development Corporation and Eugene M. Lang and the Organizations, dated as of December 13, 1996. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 20, 1996 EUGENE M. LANG FOUNDATION By: /s/ Eugene M. Lang Name: Eugene M. Lang Title: Trustee EXHIBIT INDEX Exhibit No.: Description: 1 Stock Repurchase Agreement between REFAC Technology Development Corporation and Eugene M. Lang and the Organizations, dated as of December 13, 1996. SCHEDULE I 1. Trustees and Executive Officers of the Eugene M. Lang Foundation (the "Foundation"). The name, business or residence address, title and present principal occupation or employment of each of the trustees and executive officers of the Foundation, and the name, principal business and address of any organization in which such employment is conducted are set forth below. Unless otherwise indicated each person listed below is a United States citizen. Trustees are identified by an asterisk. Business or Principal Occupation Name Residence Address or Employment ----------------- ----------------- -------------------- Eugene M. Lang* REFAC Technology Chairman Development Corporation 122 East 42nd Street New York, NY 10168 (patent licensing firm) Theresa Lang* 912 Fifth Avenue Homemaker New York, NY 10021 David A. Lang* David A. Lang Consultant 200 West 57th Street New York, NY 10019 (marketing) Belinda Lang* American Express Vice President Tower C 3 World Trade Center 200 Vesey Street New York, NY 10285 (credit card marketing) Stephen Lang* 281 McLain Street Actor Bedford Hills, NY 10507 Kristina Lang* 281 McLain Street Homemaker Bedford Hills, NY 10507 Jane Lang* Sprenger & Lang Attorney 1614 20th Street NW Washington, D.C. 20009 (law firm) Paul Sprenger* Sprenger & Lang Attorney 1614 20th Street NW Washington, D.C. 20009 (law firm) EX-99 2 EXHIBIT 1 - STOCK REPURCHASE AGREEMENT STOCK REPURCHASE AGREEMENT BETWEEN REFAC TECHNOLOGY DEVELOPMENT CORPORATION AND EUGENE M. LANG AND THE ORGANIZATIONS DATED AS OF DECEMBER 13, 1996 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE SHARES; THE CLOSING 1.1 Purchase and Sale of Shares. . . . . . . . . 2 1.2 Appointment of the Sellers' Representative. . 2 1.3 Closing. . . . . . . . . . . . . . . . . . . 3 1.4 Deliveries by the Sellers. . . . . . . . . . 3 1.5 Deliveries by REFAC. . . . . . . . . . . . . 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF EACH SELLER 2.1 Authorization; Binding Obligation. . . . . . 5 2.2 Title to the Shares. . . . . . . . . . . . . 5 2.3 Consents and Approvals; No Violation. . . . . 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF REFAC 3.1 Authorization; Binding Obligation. . . . . . 7 ARTICLE IV CONDITIONS TO SIGNING 4.1 Employment Agreement . . . . . . . . . . . . . 8 4.2 Opinion of Investment Banker . . . . . . . . . 8 ARTICLE V CONDITIONS TO CLOSING 5.1 Conditions Precedent to Obligations of REFAC. 8 5.2 Conditions Precedent to the Obligations of the Sellers. . . . . . . . . . . . . . . . . . . 9 ARTICLE VI MISCELLANEOUS 6.1 Survival of Representation and Warranties. . 10 6.2 Governing Law. . . . . . . . . . . . . . . . 11 6.3 Notices. . . . . . . . . . . . . . . . . . . 11 6.4 Expenses. . . . . . . . . . . . . . . . . . . 13 6.5 Specific Performance. . . . . . . . . . . . . 13 6.6 Descriptive Headings; Interpretation. . . . . 13 6.7 Counterparts. . . . . . . . . . . . . . . . . 14 6.8 Severability. . . . . . . . . . . . . . . . . 14 6.9 No Third-Party Beneficiaries. . . . . . . . . 15 ARTICLE VII DEFINITIONS 7.1 Definitions. . . . . . . . . . . . . . . . . 15 THIS STOCK REPURCHASE AGREEMENT ("Agreement"), dated December 13, 1996, is between REFAC Technology Development Corporation, a Delaware corporation ("REFAC"), Eugene M. Lang ("Lang") and the Eugene M. Lang Foundation (the "Sellers"). WHEREAS the Sellers are the direct beneficial owners of 1,775,000 shares ("Shares") of common stock (the "Common Stock") of REFAC, and each Seller is the direct beneficial owner of the number of shares of Common Stock of REFAC set forth next to each such Seller's name on Schedule 1 hereto. WHEREAS REFAC desires to purchase, and the Sellers desire to sell, the Shares, upon the terms and conditions set forth herein, at a price of $8.25 per share. NOW, THEREFORE, in consideration of the premises and agreements hereinafter set forth, intending to be legally bound, the parties hereby agree as follows: ARTICLE I PURCHASE AND SALE OF THE SHARES; THE CLOSING 1.1 Purchase and Sale of Shares. Upon the terms and subject to the conditions hereof, at the Closing (as defined in Section 1.3) the Sellers severally shall sell, assign, transfer and deliver to REFAC, and REFAC shall accept and purchase from the Sellers severally all of the Shares owned by the Sellers, free and clear of all Encumbrances. REFAC shall pay to the Sellers severally $8.25 per Share, or an aggregate of $14,643,750, in Federal, clearing house or other immediately available funds. 1.2 Appointment of the Sellers' Representative. Each Seller hereby irrevocably appoints Lang (the "Sellers' Representative") as such Seller's attorney-in-fact and representative, to do any and all things and to execute any and all documents in such Seller's name, place and stead in connection with this Agreement and the transactions contemplated hereby, including, without limitation, to accept on such Seller's behalf any amount payable to such Seller under this Agreement, to give or receive, on such Seller's behalf, any notice or instruction under this Agreement, or to amend, terminate or extend, or waive the terms of, this Agreement. REFAC shall be entitled to rely, as being binding upon such Seller, upon any document or other writing executed by the Sellers' Representative, and REFAC shall not be liable to any Seller for any action taken or omitted to be taken by REFAC in reliance thereon. 1.3 Closing. Upon the terms and subject to the conditions contained in this Agreement, the closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York 10022, at 10:00 A.M., New York City Time on the earlier of (i) February 15, 1997 or (ii) such other time and place as the Sellers and REFAC shall mutually agree upon in writing. The date on which the Closing actually takes place is referred to as the "Closing Date". 1.4 Deliveries by the Sellers. At the Closing, the Sellers severally are delivering to REFAC (unless previously delivered) the following: (a) stock certificates representing the Shares, accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer, with all necessary transfer tax and other revenue stamps affixed thereto; (b) a receipt for the payments provided for by Section 1.1 hereof; (c) the resignation of Lang as Chief Executive Officer of REFAC; and (d) an executed Retirement Agreement (as defined in Section 5.1(c)). 1.5 Deliveries by REFAC. At the Closing, REFAC is delivering (unless previously delivered) the following: (a) To the Sellers, the payments provided for in Section 1.1 hereof; (b) To the Sellers, certain resolutions of the Board of Directors of REFAC approving this Agreement, the Amended and Restated Employment Agreement (as defined in Section 4.1 and the Retirement Agreement and the transactions contemplated hereby and thereby; and (c) To Lang, an executed Retirement Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES OF EACH SELLER Each Seller represents and warrants to REFAC as follows: 2.1 Authorization; Binding Obligation. This Agreement has been duly and validly executed and delivered by such Seller and, assuming due authorization by REFAC, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. Each Seller has the legal capacity and all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform such Seller's obligations hereunder. Such execution, delivery and consummation has been duly and validly authorized by all necessary action on the part of such Seller, and no other proceedings on the part of such Seller are necessary to authorize such execution, delivery and consummation. 2.2 Title to the Shares. Immediately prior to the Closing, each Seller was the record and beneficial owner of, and had good and marketable title to, the number of Shares set forth next to each such Seller's name on Schedule 1 hereto, free and clear of all Encumbrances. Such Shares are not subject to any restrictions on transferability other than those imposed by the Securities Act and applicable state securities laws, and there are no options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire Shares from such Seller pursuant to which such Seller may be obligated to sell or transfer any of such Shares. At the Closing, REFAC is acquiring good and marketable title to such Shares, free and clear of all Encumbrances. 2.3 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance with any of the provisions hereof, will (a) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, or any other action by, any Governmental Authority by such Seller, (b) violate any Law of any Governmental Authority which may be applicable to such Seller, or by which any of such Seller's businesses, properties or assets (including without limitation, such Seller's Common Stock) may be bound or affected or (c) violate, breach, or conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to pay or result in the imposition of any Encumbrance upon any of the property (including, without limitation, such Seller's Common Stock)) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, Encumbrance, Contract, Permit, Order, or other instrument or obligation to which such Seller is a party or by which any of such Seller's businesses, properties or assets (including, without limitation, such Seller's Common Stock) may be bound or affected. ARTICLE III REPRESENTATIONS AND WARRANTIES OF REFAC REFAC represents and warrants to the Sellers as follows: 3.1 Authorization; Binding Obligation. REFAC has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by REFAC and the consummation of the transactions contemplated hereby by REFAC have been duly and validly authorized by the Board of Directors of REFAC and no other corporate proceedings on the part of REFAC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been validly executed and delivered by REFAC and, assuming due authorization, execution and delivery by the Sellers, constitutes the legal, valid and binding obligation of REFAC, enforceable against REFAC in accordance with its terms. ARTICLE IV CONDITIONS TO SIGNING 4.1 Employment Agreement. As of the date hereof, REFAC and Robert L. Tuchman ("Tuchman") shall have executed and delivered the Amended and Restated Employment Agreement dated December 13, 1996 (the "Amended and Restated Employment Agreement") substantially in the form attached hereto as Exhibit B and when delivered hereunder such Amended and Restated Employment Agreement will be a legal, valid, binding and enforceable obligation of each of REFAC and Tuchman. 4.2 Opinion of Investment Banker. As of the date hereof, REFAC shall have received an opinion from Southcoast Capital Corporation that the transaction is fair to REFAC. ARTICLE V CONDITIONS TO CLOSING 5.1 Conditions Precedent to Obligations of REFAC. The obligation of REFAC to consummate the transactions contemplated hereby is subject to the satisfaction or waiver (subject to applicable law) on or before the Closing of each of the following conditions: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of each Seller contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects as of the Closing as though made on and as of such date. (b) Performance of Agreements. The Sellers severally shall have performed and complied with all of the covenants and agreements contained in this Agreement to be performed or complied with by them at or before the Closing. (c) Retirement Agreement. REFAC and Lang shall have executed and delivered the Retirement Agreement dated December 13, 1996 (the "Retirement Agreement") substantially in the form attached hereto as Exhibit A and when delivered hereunder such Retirement Agreement will be a legal, valid, binding and enforceable obligation of each of REFAC and Lang. 5.2 Conditions Precedent to the Obligations of the Sellers. The obligations of the Sellers severally to consummate the transactions contemplated hereby are subject to the satisfaction or waiver (subject to applicable law) on or before the Closing of each of the following conditions: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of REFAC contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects as of the Closing as though made on and as of such date. (b) Performance of Agreements. REFAC shall have performed and complied with all of the covenants and agreements contained in this Agreement to be performed or complied with by REFAC at or before the Closing. (c) Retirement Agreement. REFAC and Lang shall have executed and delivered the Retirement Agreement substantially in the form attached hereto as Exhibit A and when delivered hereunder such Retirement Agreement will be a legal, valid, binding and enforceable obligation of each of REFAC and Lang. ARTICLE VI MISCELLANEOUS 6.1 Survival of Representation and Warranties. All representations and warranties made by any party contained in this Agreement, or any certificate delivered pursuant hereto or made in writing by or on behalf of REFAC or the Sellers, as the case may be, in connection with the transactions contemplated by this Agreement shall survive for three years from the date hereof. The covenants and agreements of REFAC or each of the Sellers, as the case may be, shall survive the date hereof indefinitely. 6.2 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 6.3 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, telecopied (with confirmation of receipt), delivered by nationally-recognized overnight express service or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses: (a) If to REFAC to: REFAC Technology Development Corp. 122 East 42nd Street New York, N.Y. 10168 Telephone: (212) 687-4741 Telecopy: (212) 949-8716 Attention: General Counsel Copy to: Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 Telephone: (212) 735-3000 Telecopy: (212) 735-2000 Attention: Mark N. Kaplan, Esq. (b) If to a Seller to: Eugene M. Lang REFAC Technology Development Corp. 122 East 42nd Street New York, New York 10168 Telephone: (212) 687-4741 Telecopy: (212) 949-8716 Copy to: Kronish, Lieb, Weiner & Hellman LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Telecopy: (212) 479-6275 Attention: Renee Schwartz, Esq. or to such other address as the person to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above, provided that notice of a change of address shall be deemed given only upon receipt. 6.4 Expenses. Each party hereto shall be solely responsible for all expenses incurred by it or on its behalf in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the fees and expenses of its counsel, accountants, brokers, finders, financial advisors and other representatives. 6.5 Specific Performance. Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for the other parties' failure to perform their obligations under this Agreement, the parties hereto acknowledge and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them, respectively, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure. 6.6 Descriptive Headings; Interpretation. The headings contained in this Agreement are for the reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to Sections, Exhibits or Schedules mean a Section, Exhibit or Schedule of this Agreement unless otherwise indicated. References to this Agreement shall be deemed to include the Exhibits hereto, unless the context otherwise requires. The term "person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, a governmental entity or an unincorporated organization. 6.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6.8 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the parties shall negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision, provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 6.9 No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer upon any person other than the parties hereto any rights or remedies hereunder. ARTICLE VII DEFINITIONS 7.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Closing" shall have the meaning set forth in Section 1.3 hereof. "Closing Date" shall have the meaning set forth in Section 1.3 hereof. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Common Stock " shall have the meaning set forth in the preamble. "Encumbrance" shall mean any lien, encumbrance, proxy, voting trust arrangement, pledge, security interest, collateral security agreement, financing statement (and similar notices) filed with any Governmental Authority, claim (including any claim as defined in the Code), charge, equities, mortgage, pledge, objection, title defect, option, restrictive covenant or restriction on transfer of any nature whatsoever, and the interest of the lessor in any property subject to a capital lease. "Governmental Authority" shall mean any government or political subdivision thereof, whether federal, state, local or foreign, or any agency, department, commission, board, bureau, court, tribunal, body, administrative or regulatory authority or instrumentality of any such government or political subdivision. "Law" shall mean any law (including common law), rule, regulation, restriction (including zoning), code, statute, ordinance, order, writ, injunction, judgment, decree or other requirement of a Governmental Authority. "Order" shall mean any order, judgment, injunction, award, decree, writ, rule or similar action of any Governmental Authority. "Organizations" shall have the meaning set forth in the preamble. "Permit" shall mean any franchise, license, certificate, approval, identification number, registration, permit, authorization, order or approval of, and any required registration with, any Governmental Authority. "REFAC" shall mean REFAC Technology Development Corporation, a Delaware Corporation. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Sellers" shall have the meaning set forth in the preamble. "Sellers' Representative" shall have the meaning set forth in Section 1.2 hereof. "Shares" shall have the meaning set forth in the preamble. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the day and year first above written. REFAC TECHNOLOGY DEVELOPMENT CORPORATION By: ---------------------------- Name: Title: THE SELLERS: -------------------------------- Eugene M. Lang EUGENE M. LANG FOUNDATION By:----------------------------- Name: Title: Schedule 1 Ownership of Shares Number of Shares Eugene M. Lang 832,912 Eugene M. Lang Foundation 942,088 -----END PRIVACY-ENHANCED MESSAGE-----