-----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, BdPsazf19rMyInfrtGP0xZPMNFLNARvr61kdaGmOHF5Lc1oM/ydsU84VsUCD4HHg 7f/9/2fVeEDoHZmw1JDYzQ== 0001237531-05-000003.txt : 20050406 0001237531-05-000003.hdr.sgml : 20050406 20050406162612 ACCESSION NUMBER: 0001237531-05-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050401 FILED AS OF DATE: 20050406 DATE AS OF CHANGE: 20050406 ISSUER: 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 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 TECHNOLOGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TUCHMAN ROBERT L CENTRAL INDEX KEY: 0001237531 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12776 FILM NUMBER: 05737229 BUSINESS ADDRESS: BUSINESS PHONE: 201-592-4400 MAIL ADDRESS: STREET 1: C/O REFAC STREET 2: ONE BRIDGE PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-04-01 0 0000082788 REFAC [AMEX:REF] 0001237531 TUCHMAN ROBERT L C/O REFAC ONE BRIDGE PLAZA FORT LEE NJ 07024 1 1 0 0 CEO and President Option to acquire common stock 4.12 2005-04-01 4 A 0 100000 0 A 2015-04-01 Common Stock 100000 225000 D One-third of the options are vested and exercisable as of 4/1/05. The remaining options vest and become exercisable with respect to an additional one-third (1/3) of the total grant on each of the first 2 anniversaries of the date of grant, provided that Mr. Tuchman is employed by REFAC on such date. In the event that his employment with REFAC is terminated (i) by him for Good Reason, (ii) by REFAC without Cause, (iii) due to his death or disability, or (iv) on or after the expiration of the term of the Employment Agreement, then the option shall immediately become exercisable as to all shares and shall remain exercisable for the remainder of the term of the option; provided that in the event of a termination for Good Reason solely as a result of a Change in Control, the option shall remain exercisable for a period of one year following the date of such termination. Pursuant to the Agreement and Plan of Merger among REFAC, Palisade Concentrated Equity Partnership, L.P. ("Palisade") and a wholly owned subsidiary of Palisade ("the Merger Agreement"), dated as of August 19, 2002, upon the exercise of 100,000 of such options, Mr. Tuchman has the right to acquire 0.2 shares of REFAC common stock, $3.60 in cash and the Payment Right (as defined in the Merger Agreement) per option exercised. With respect to the balance of 125,000 of such options, Mr. Tuchman will acquire one share of REFAC common stock per option exercised. /s/ Robert L. Tuchman 2005-04-06 -----END PRIVACY-ENHANCED MESSAGE-----