8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 23, 2007

Refac Optical Group

(Exact name of registrant as specified in its charter)

DELAWARE	001-12776	13-1681234
(State or other jurisdiction of	(Commission	I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

5 HARMON DRIVE, BLACKWOOD, NEW JERSEY	08012
(Address of principal executive offices)	(Zip Code)

(856) 228-0077

(Registrant’s telephone number,

including area code)

None

(former name, former address and former fiscal year,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

8.01 Other Events.

On February 23, 2007,Refac Optical Group ("Refac") received a letter from Palisade Capital Management, L.L.C. (“Palisade”), the investment manager for Palisade Concentrated Equity Partnership, L.P. ("PCEP"), informing Refac that a group led by Palisade and PCEP intends to take Refac private. A copy of such letter is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Refac understands that Palisade filed a Schedule 13E-3 Transaction Statement with the Securities and Exchange Commission today, which sets forth the reasons for the transaction and other information, including the process by which the consideration of $6.00 per share was determined.

Because the transaction is being structured as a short form merger under Section 253 of the Delaware General Corporation Law, no action is required of Refac’s Board of Directors or stockholders for the merger to become effective. Refac's Board of Directors and managementhad no role in negotiating the merger consideration offered to the minority stockholders, and have made no determination with respect to the fairness of the consideration.

On February 26, 2007, Refac issued a press release regarding the foregoing. A copy of such press release is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

See Exhibit Index below.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REFAC OPTICAL GROUP
Dated: February 26, 2007	By: /s/ Raymond A. Cardonne, Jr.
	Name: Raymond A. Cardonne, Jr.
	Title: Senior Vice President and CFO

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter from Palisade Capital Management, L.L.C. to Refac Optical Group, dated February 23, 2007.
99.2	Press release, dated February 26, 2007.

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EX-99

Exhibit 99.1

[Palisade Capital Management, L.L.C. Letterhead]

February 23, 2007

Board of Directors

Refac Optical Group

5 Harmon Drive

Blackwood, NJ 08012

Dear Board Member,

The purpose of this letter is to notify you that a group led by Palisade Capital Management, L.L.C. (“Palisade”), the investment manager for Palisade Concentrated Equity Partnership, L.P. (“PCEP”), intends to take Refac Optical Group (“Refac”) private. The transaction will be effected via a short form merger of ROG Acquisition, Inc., a Delaware corporation formed by Palisade (“ROG”), with and into Refac pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”). Prior to the merger, the group, which currently owns, in the aggregate, in excess of 90% of the outstanding shares of common stock of Refac, will transfer such shares to ROG.

Palisade intends to file a Schedule 13E-3 Transaction Statement with the Securities and Exchange Commission on Monday morning, February 26, 2007, before the market opens for trading. This filing sets forth the reasons for the merger and other information, including the process by which the merger consideration of $6.00 per share was determined. Included in this filing is a description of the fairness opinion obtained by Palisade in connection with the transaction. The Transaction Statement will be distributed to Refac’s minority shareholders in accordance with SEC regulations. Palisade expects the merger to close as soon as practicable after the completion of applicable regulatory review. After completion of the merger, Refac will no longer be a public company.

Because the merger is being structured as a short form merger under Section 253 of the DGCL, no action is required of Refac’s Board of Directors or stockholders for the merger to become effective. Palisade acknowledges that Refac’s Board of Directors had no role in negotiating the merger consideration offered to the minority stockholders, and Refac’s directors have made no determination, nor are they required to make a determination, with respect to the fairness of the consideration.

Within ten days following consummation of the merger, Refac’s minority stockholders will receive a Notice of Merger and Appraisal Rights and a Letter of Transmittal in accordance with

Delaware law. Under Delaware law, minority stockholders who do not wish to accept the consideration offered in the merger and who follow the procedures set forth in Delaware law will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of such shares, which may be more or less than or the same as the consideration offered in the merger. Please note that Palisade and ROG reserve the right to cancel the merger prior to its completion for any reason.

Very truly yours,

/s/ Dennison T. Veru

Dennison T. Veru

Managing Member

2

EX-99

Exhibit 99.2

N E W S	CONTACT:	Raymond A. Cardonne, Jr. Chief Financial Officer
	Tel:	856-228-0077
about
	Fax:	856-228-5577
Refac Optical Group	Web Site:	www.refacopticalgroup.com

REFAC OPTICAL GROUP ANNOUNCES GOING PRIVATE TRANSACTION

Blackwood, New Jersey (February 26, 2007) – Refac Optical Group (“Refac” or the “Company”) (AMEX: REF) today announced that it had received a letter from Palisade Capital Management, L.L.C. (“Palisade”), the investment manager for Palisade Concentrated Equity Partnership, L.P. (“PCEP”), stating that a group led by Palisade and PCEP intends to take Refac private. The transaction will be effected via a short form merger of ROG Acquisition, Inc., a Delaware corporation formed by Palisade (“ROG”), with and into Refac pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”). Prior to the merger, the group, which currently owns, in the aggregate, in excess of 90% of the outstanding shares of common stock of Refac, will transfer such shares to ROG.

The Company understands that Palisade filed a Schedule 13E-3 Transaction Statement with the Securities and Exchange Commission today, which sets forth the reasons for the merger and other information, including the process by which the merger consideration of $6.00 per share was determined. Included in the filing is a description of the fairness opinion obtained by Palisade in connection with the transaction. Palisade has informed the Company that the Transaction Statement will be distributed to the Company’s minority shareholders in accordance with SEC regulations. Palisade expects the merger to close as soon as practicable after the completion of applicable regulatory review. After completion of the merger, the Company will no longer be a public company.

Because the merger is being structured as a short form merger under Section 253 of the DGCL, no action is required of the Company’s Board of Directors or stockholders for the merger to become effective. Refac’s Board of Directors and management had no role in negotiating the merger consideration offered to the minority stockholders and have made no determination with respect to the fairness of the consideration.

Palisade has informed the Company that, within ten days following consummation of the merger, the Company’s minority stockholders will receive a Notice of Merger and Appraisal Rights and a Letter of Transmittal in accordance with Delaware law. Under Delaware law, minority stockholders who do not wish to accept the consideration offered in the merger and who follow the procedures set forth in Delaware law will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of such shares, which may be more or less than or the same as the consideration offered in the merger. Palisade and ROG reserve the right to cancel the merger prior to its completion for any reason.

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REF Announces Going Private Transaction

Page 2

February 26, 2007

Further information regarding this matter, including a copy of the letter received from Palisade, will be included in the Current Report on Form 8-K being filed by the Company today.

About Refac Optical Group

Refac Optical Group, a leader in the retail optical industry and the sixth largest retail optical chain in the United States, operates 514 retail locations in 47 states and Canada, consisting of 493 licensed departments, three freestanding stores, 18 eye health centers and professional optometric practices, two surgery centers, one of which is a laser correction center, and two manufacturing laboratories. Of the 493 licensed departments, 349 are located at JCPenney stores, 61 at Sears, 25 at Macy’s department stores, 28 at Boscov’s department stores, and 30 at The Bay. These licensed departments are full-service retail vision care stores that offer an extensive selection of designer brands and private label prescription eyewear, contact lenses, sunglasses, ready-made readers and accessories.

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