-----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, DnMczWp1OJIJ3aKvve2DapQ2SGsA8CaibjbO76xl7pUqJU8z5skeE8TgE7PxBVI7 Jar21hUayLqW7Yv6gAaDZg== 0001237795-05-000004.txt : 20050406 0001237795-05-000004.hdr.sgml : 20050406 20050406165808 ACCESSION NUMBER: 0001237795-05-000004 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: CARDONNE RAYMOND A JR CENTRAL INDEX KEY: 0001237795 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12776 FILM NUMBER: 05737451 BUSINESS ADDRESS: BUSINESS PHONE: 201-592-4415 MAIL ADDRESS: STREET 1: REFAC STREET 2: ONE BRIDGE PLAZA CITY: FORT LEE STATE: NJ ZIP: 07024-7102 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-04-01 0 0000082788 REFAC [AMEX:REF] 0001237795 CARDONNE RAYMOND A JR REFAC ONE BRIDGE PLAZA FORT LEE NJ 07024-7102 0 1 0 0 V.P. & Chief Financial Officer Option to acquire common stock 4.12 2005-04-01 4 A 0 50000 0 A 2015-04-01 Common Stock 50000 107500 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. Cardonne 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, Mr. Cardonne will acquire 0.2 shares of REFAC common stock, $3.60 in cash and the Payment Right (as defined in the Merger Agreement) per option upon exercise of 42,500 of such options. With respect to the balance of 65,000 of such options, Mr. Cardonne will acquire one share of REFAC common stock per option exercised. /s/ Raymond A. Cardonne, Jr. 2005-04-06 -----END PRIVACY-ENHANCED MESSAGE-----