-----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, LACwC1a122JkF2uoUgLHdm0oRyE0GRGY3Y+psdwtLnH90QVhJD5DBzt2ESTlUn3A zKCo3vy+4AL4GNkmy4ENHQ== 0001169232-03-002711.txt : 20030404 0001169232-03-002711.hdr.sgml : 20030404 20030404154023 ACCESSION NUMBER: 0001169232-03-002711 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030404 GROUP MEMBERS: MARK HOFFMAN GROUP MEMBERS: PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. GROUP MEMBERS: STEVEN BERMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REFAC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39761 FILM NUMBER: 03640130 BUSINESS ADDRESS: STREET 1: 115 RIVER ROAD CITY: EDGEWATER STATE: NJ ZIP: 07020-1099 BUSINESS PHONE: 2019434400 MAIL ADDRESS: STREET 2: 122 EAST 42ND ST STE 4000 CITY: NEW YORK STATE: NY ZIP: 10168 FORMER COMPANY: FORMER CONFORMED NAME: REFAC INC DATE OF NAME CHANGE: 19720628 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES & FACILITIES CORP DATE OF NAME CHANGE: 19740509 FORMER COMPANY: FORMER CONFORMED NAME: REFAC TECHNOLOGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PALISADE CAPITAL MANAGEMENT LLC/NJ CENTRAL INDEX KEY: 0001009006 IRS NUMBER: 223330049 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA STREET 2: SUITE 695 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 2015857733 MAIL ADDRESS: STREET 1: 1 BRIDGE PLAZA STREET 2: SUITE 695 CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13D/A 1 d55129_sc13da.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5*) REFAC (Name of Issuer) Common Stock (par value $0.001) (Title of Class of Securities) 758960108 (CUSIP Number) Ms. Stephney Costello Palisade Capital One Bridge Plaza Fort Lee, New Jersey 07024 (201) 585-7733 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 28, 2003 (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 Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d--1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) (Continued on the following pages) (Page 1 of 9) CUSIP No. 758960108 13D Page 2 of 9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Palisade Capital Management, L.L.C./I.R.S. Identification No. 22-3330049 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 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) |_| Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,306,387* ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 6,306,387* WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,306,387* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.04%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! *Included are 3,469,387 shares to be acquired pursuant to a Stock Purchase Agreement signed March 28, 2003. The shares of the Issuer beneficially owned by the reporting person are held on behalf of the reporting person's client in an account over which the reporting person has complete investment discretion. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such shares. The principals of Palisade Capital Management, L.L.C. ("Palisade") and certain of their family members beneficially own in the aggregate 1,840 additional shares. Palisade does not beneficially own nor does it have voting or dispositive power over any of such 1,840 shares. Palisade, its principals and such family members disclaim any membership in a "group" for purposes of Rule 13d-5(b) of the Exchange Act. See Item 2. CUSIP No. 758960108 13D Page 3 of 9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Palisade Concentrated Equity Partnership, L.P./I.R.S. Identification No. 22-3699993 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,306,387* ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 6,306,387* WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,306,387* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.04%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! * Included are 3,469,387 shares to be acquired pursuant to a Stock Purchase Agreement signed March 28, 2003. CUSIP No. 758960108 13D Page 4 of 9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Steven Berman/I.R.S. Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,580* ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 6,306,387** OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,580* WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,306,387** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,307,967** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.07%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! * Mr. Berman, individually beneficially owns 1,580 shares. Mr. Berman has sole voting and dispositive power over such 1,580 shares. Mr. Berman, as a principal of Palisade, has shared voting and dispositive power over the 6,306,387** shares beneficially owned by Palisade, but disclaims beneficial ownership of these shares pursuant to Rule 13d-4. See Item 2. ** Included are 3,469,387 shares to be acquired pursuant to a Stock Purchase Agreement signed March 28, 2003. CUSIP No. 758960108 13D Page 5 of 9 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Mark Hoffman Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 260* ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 6,306,387** OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 260* WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,306,387** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,306,647** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.05%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! *Mark Hoffman has sole voting and dispositive power over 260 shares held in custodial accounts for his children Russell Hoffman and Philip S. Hoffman. Mr. Hoffman, as a principal of Palisade, has shared voting and dispositive power over the 6,306,387** shares beneficially owned by Palisade, but disclaims beneficial ownership of these shares pursuant to Rule 13d-4. See Item 2. ** Included are 3,469,387 shares to be acquired pursuant to a Stock Purchase Agreement signed March 28, 2003. This Amendment No. 5 amends and supplements Amendment No. 4 to the Schedule 13D as filed by Palisade Capital Management and Palisade Concentrated Equity Partnership on March 3, 2003 with respect to the shares of Refac (the "13D"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. Item 2. Identity and Background. Item 2 of the 13D is hereby amended and restated in its entirety as follows: (1) Palisade Capital Management, L.L.C. ("Palisade") a) Palisade Capital Management, L.L.C. b) One Bridge Plaza, Fort Lee, NJ 07024 c) Principal Business: Investment Adviser d) Criminal Convictions: None e) Civil Proceedings: None f) Place of Organization: New Jersey (2) Palisade Concentrated Equity Partnership, L.P. a) Palisade Concentrated Equity Partnership, L.P. b) One Bridge Plaza, Fort Lee, NJ 07024 c) Principal Business: Investment Limited Partnership d) Criminal Convictions: None e) Civil Proceedings: None f) Place of Organization: Delaware (3) Steven Berman a) Steven Berman b) One Bridge Plaza, Fort Lee, NJ 07024 c) Investment Advisor; Palisade Capital Management, L.L.C., One Bridge Plaza, Fort Lee, NJ 07024 d) Criminal Convictions: None e) Civil Proceedings: None f) United States (4) Mark Hoffman a) Mark Hoffman b) One Bridge Plaza, Fort Lee, NJ 07024 c) Investment Advisor; Palisade Capital Management, L.L.C., One Bridge Plaza, Fort Lee, NJ 07024 d) Criminal Convictions: None e) Civil Proceedings: None f) United States Item 4. Purpose of Transaction. Item 4 of the 13D is hereby amended and restated in its entirety as follows: The Reporting Persons initially acquired their shares because the shares were viewed as an attractive investment and because the Reporting Persons were exploring the possibility of acquiring a controlling interest in the company. An Agreement and Plan of Merger was signed on August 19, 2002 by and among reporting person Palisade Concentrated Equity Partnership, L.P., Palisade Merger Corp. Following the merger, Palisade intended to use Refac as a vehicle for making acquisitions. On February 28, 2003, reporting person Palisade Concentrated Equity Partnership, L.P., Palisade Merger Corp. and Refac, consummated the merger described in the Agreement and Plan of Merger, as amended. On March 28, 2003, Palisade Concentrated Equity Partnership, L.P. and Refac entered into a Stock Purchase Agreement pursuant to which the Partnership will acquire 3,469,387 newly issued shares of Refac. The Stock Purchase Agreement is incorporated hereto as Exhibit 10.1. The Reporting Persons intend to use Refac as a vehicle for making acquisitions. The purpose of the stock purchase transaction is to provide Refac with additional capital for making these acquisitions. All of the securities of Refac set forth in this 13D were acquired by the Reporting Persons for investment. The Reporting Persons intend to review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, the Reporting Persons may consider from time to time various alternative courses of action. Such actions may include the acquisition of additional securities through open-market purchases, privately negotiated transactions, a tender or exchange offer or otherwise. Alternatively, depending on the Reporting Persons' evaluation and review of the Company, as well as general economic and industry conditions existing at the time, the Reporting Persons may elect to sell all or a portion of the securities in the open market, in privately negotiated transactions, through a public offering or otherwise. Except as set forth above, the Reporting Persons do not have any plans or proposals which would relate to or result in any of the transactions described in subparagraphs (a) through (j) of Item 4 on Schedule 13D. Item 5. Interest in Securities of the Issuer. Individually, Steven Berman and Mark Hoffman beneficially own 1,580 and 260 shares, respectively. Each such reporting person has sole voting and dispositive power over such person's shares. None of such reporting persons voting or dispositive power over any of the shares beneficially owned (in an individual capacity) by the other reporting persons. On a combined basis, the reporting persons currently own 2,837,000 or 80.2% of Refac's issued outstanding shares. Additionally, Palisade Concentrated Equity Partnership has the right to acquire within 60 days 3,469,387 shares from Refac to pursuant to the Stock Purchase Agreement dated as of March 28, 2003, attached hereto as Exhibit 10.1. Thus, the reporting persons beneficially own in the aggregate 6,306,387 shares of Common Stock, or 90.04% of the outstanding shares. No reporting person or entity controlled by the reporting persons has traded shares in the past 60 days. Item 7. Material to be Filed as Exhibits. Exhibit 10.1 Stock Purchase Agreement dated March 28, 2003. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. April 4, 2003 Palisade Capital Management, L.L.C. By: /s/ Steven Berman ------------------------------------------ Steven Berman, Member Palisade Concentrated Equity Partnership, L.P. By: Palisade Concentrated Holdings, L.L.C., General Partner By: /s/ Steven Berman ------------------------------------------ Steven Berman, Member /s/ Steven Berman ------------------------------------------ Steven Berman /s/ Mark Hoffman ------------------------------------------ Mark Hoffman Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EX-10.1 3 d55129_ex10-1.txt STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of March 28, 2003 by and among REFAC, a Delaware corporation (the "Company"), and Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (the "Purchaser"). WHEREAS, on February 28, 2003, the Company and the Purchaser consummated a transaction whereby a wholly-owned subsidiary of the Purchaser was merged with and into the Company, pursuant to an Agreement and Plan of Merger, dated as of August 19, 2002, by and among the Company, the Purchaser and such subsidiary (the "Merger Agreement"); WHEREAS, following the closing of such merger, the Purchaser owns approximately 80% of the Company's outstanding shares of common stock, par value $0.001 per share (the "Common Stock"); WHEREAS, Purchaser has determined that it desires to purchase 3,469,387 additional shares of Common Stock from the Company (the "Shares"), at an aggregate price of $17 million in immediately available funds (the "Purchase Price"); and WHEREAS, the Board of Directors has (i) formed a special committee to review the proposed transaction and (ii) received the written opinion of Morgan Joseph & Co., Inc. to the effect that the Purchase Price is fair from a financial point of view to the Company and its stockholders; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows: Section 1. Purchase and Sale of Stock. (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 2.1), the Purchaser shall purchase from the Company, and the Company shall issue and sell to the Purchaser, 3,469,387 Shares for an aggregate price equal to the Purchase Price. (b) In connection with the payment of the Purchase Price, the Company shall provide the Purchaser with written wire transfer instructions prior to the Closing. Section 2. The Closing. 2.1. The Closing. (a) The purchase and sale of the Shares pursuant to this Agreement will take place at a closing (the "Closing") to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, at 10:00 a.m. New York time, on such date as shall be agreed upon by the Company and the Purchaser (the "Closing Date"), which date shall be no later than five (5) business days following the satisfaction or waiver of all the conditions set forth in Section 2.2, unless otherwise agreed to by the Parties, and no earlier than the twentieth calendar day following the mailing of the information statement required by Section 6.1(a). At the Closing: (i) the Purchaser shall deliver to the Company immediately available funds in the full amount of the Purchase Price, in accordance with the wire transfer instructions delivered by the Company pursuant to Section 1(b); and (ii) the Company shall deliver to the Purchaser one or more certificates representing 3,469,387 Shares, bearing a legend in accordance with Section 5. 2.2. Conditions to Closing. (a) The Company's obligation to complete the sale of the Shares is subject to: (i) the accuracy in all material respects of the representations and warranties made by the Purchaser in Section 4 as of the date hereof and as of the Closing Date and the fulfillment in all material respects of those undertakings of the Purchaser in this Agreement to be fulfilled on or prior to the Closing Date; and (ii) the approval for listing the Shares, upon notice of issuance, by the American Stock Exchange. (b) The Purchaser's obligation to complete the purchase of the Shares is subject to the accuracy in all material respects of the representations and warranties made by the Company in Section 3 as of the date hereof and as of the Closing Date and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date. Section 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows: 3.1. Organization, Authorization, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Shares in accordance 2 with the terms hereof. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by the Company's Board of Directors and no further consent or authorization thereof is required. Upon the satisfaction of the obligation set forth in Section 6.1(a), this Agreement shall be duly authorized by the Company's stockholders and no further consent or authorization thereof shall be required. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. 3.2. Issuance of Shares. The Shares to be issued to the Purchaser are duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable, and shall not be subject to preemptive rights or other similar rights of any other person or entity. Section 4. Representations and Warranties of The Purchaser. The Purchaser hereby represents and warrants to the Company as of the Closing Date as follows: 4.1. Organization, Authorization , Etc. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The general partners of the Purchaser have taken all necessary action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. 4.2. Sufficient Funds. The Purchaser will at the Closing have sufficient immediately available funds in cash to pay the Purchase Price. 4.3. Investment Experience. The Purchaser is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares. 4.4. Investment Intent and Limitation On Dispositions. The Purchaser is acquiring Shares for its own account for investment only and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other 3 person or entity regarding the sale or distribution of such Shares except pursuant to a registration, or an exemption from registration, under the Securities Act. 4.5. Information And Risk. (a) The Purchaser has requested, received, reviewed and considered all information the Purchaser deems relevant in making an informed decision to purchase the Shares. The Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with its management and also had an opportunity to ask questions of officers of the Company that were answered to the Purchaser's satisfaction, provided that such inquiries do not impair the rights of the Purchaser to rely on the representations and warranties of the Company as set forth in Section 3. (b) The Purchaser recognizes that an investment in the Shares involves a high degree of risk, including a risk of total loss of the Purchaser's investment. The Purchaser is able to bear the economic risk of holding the Shares for an indefinite period, and has knowledge and experience in the financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) The Purchaser has, in connection with the Purchaser's decision to purchase Shares, not relied upon any representations or other information (whether oral or written) with respect to the Company other than as set forth in Section 3 hereof, and the Purchaser has, with respect to all matters relating to this Agreement and the sale of the Shares, relied solely upon the advice of the Purchaser's own counsel and has not relied upon or consulted counsel to the Company. 4.6. Disclosures to the Company. The Purchaser understands that the Company is relying on the statements contained herein to establish an exemption from registration under federal and state securities laws. 4.7. Brokers or Finders. No broker, investment banker, financial advisor or other person or entity is entitled to any broker's, finder's, financial advisor's or other similar fee or commission from the Company in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser. Section 5. Legends. The Purchaser understands and agrees that each certificate or other document evidencing any of the Shares shall be endorsed with the legend in the form set forth below, and the Purchaser covenants that the Purchaser will not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate and understands that the Company will refuse to register a transfer of any Shares unless the conditions specified in the following legend are satisfied: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE 4 ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER." Section 6. Covenants. 6.1. Covenants of the Company. (a) As soon as practicable following the date hereof, the Company shall mail to its stockholders an information statement in connection with this Agreement and the transactions contemplated hereby, in accordance with Regulation 14C under the Securities Exchange Act of 1934, as amended. (b) The Company shall use commercially reasonable efforts to as soon as practicable cause the Shares to be listed on the American Stock Exchange, upon notice of issuance. 6.2. Covenants of Purchaser. (a) Simultaneously herewith, the Purchaser is executing and delivering to the Company an action by written consent in the form attached hereto as Exhibit A. Such consent shall be effective no earlier than the twentieth calendar day following the mailing of the information statement pursuant to Section 6.1(a). (b) The Purchaser shall not directly or indirectly cause a merger between the Company and the Purchaser (or any subsidiary or affiliate thereof) pursuant to Section 253 or any other provision of the Delaware General Corporation Law until the one hundred and twentieth day following the date on which instructions in connection with the Payment Right (as defined in the Merger Agreement) were first mailed by the Company to holders of Common Stock pursuant to Sections 2.01(d) and (f) of the Merger Agreement. Section 7. Notices. (a) All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, confirmed facsimile or nationally recognized overnight express courier postage prepaid, and shall be as addressed as follows: 5 If to the Purchaser, to: Palisade Capital One Bridge Plaza Fort Lee, NJ 07024 Telephone: (201) 585-7733 Facsimile: (201) 585-9798 Attention: Steven E. Berman If to the Company, to: Refac 115 River Road Edgewater, NJ 07020 Telephone: (201) 943-4400 Facsimile: (201) 943-7400 Attention: Robert L. Tuchman, President and CEO with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Telephone: (212) 735-2760 Facsimile: (917) 777-2760 Attention: Stephen M. Banker, Esq. (b) Such notices or other communications shall be deemed delivered upon receipt, in the case of overnight delivery, personal delivery, facsimile transmission (as evidenced by the confirmation thereof), or mail. Section 8. Miscellaneous. 8.1. Amendments. Any term of this Agreement may be amended only with the written consent of the Company and the Purchaser. 8.2. Headings. The headings of the various sections of this Agreement are for convenience of reference only and shall not be deemed to be part of this Agreement. 8.3. Severability. In the event that any provision in this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 8.4. Governing Law And Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect 6 to any choice of law provisions thereof, and the federal law of the United States of America. The parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts of the State of Delaware with respect to the interpretation of this Agreement or for the purposes of any action arising out of or related to this Agreement. 8.5. Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute an original, and both of which together shall constitute one and the same instrument. In the event that any signature is delivered via facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original hereof. 8.6. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters covered herein and supersedes all prior agreements and understandings with respect to such matters. Except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. 8.7. Expenses. Each party hereto shall pay all costs and expenses incurred by it in connection with the execution, delivery and performance of this Agreement, including, but not limited to, fees of legal counsel. 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as of the day and year first above written. REFAC By: ------------------------------ Name: Robert L. Tuchman Title: Chief Executive Officer PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. By: ------------------------------ Name: Title: 8 -----END PRIVACY-ENHANCED MESSAGE-----