Refac (AMEX:REF)
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From Jun 2019 to Jun 2024
Highlights:
-- Experienced senior management team and strong Board of
Directors
-- Leading store within a store retailer with 517 locations in
host stores throughout 47 states and Canada
-- Organic and acquisition growth potential
Refac Optical Group (AMEX: REF) announced today that it has
completed its acquisitions of U.S. Vision, Inc. ("U.S. Vision") and
OptiCare Health Systems, Inc. ("OptiCare") announced in August 2005.
The Company also changed its name to Refac Optical Group to better
reflect its new businesses.
As a result of these acquisitions, Refac Optical Group has become
a leader in the retail optical industry and the sixth largest retail
optical chain in the United States. It operates at 543 locations in 47
states and Canada, consisting of 517 licensed departments, eight
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 517 licensed
departments, 351 are located at J.C. Penney stores, 67 at Sears, 49 in
regional department stores, 30 at The Bay, a division of Hudson's Bay
Company, Canada's oldest and largest traditional department store
retailer, 13 departments at Meijer, and, most recently, seven at
Macy's. 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.
Transaction Background
Prior to the completion of the transactions, the Company, OptiCare
and U.S. Vision were all controlled by Palisade Concentrated Equity
Partnership, L.P. ("Palisade"). Following the transactions, Palisade
owns approximately 88% of the Company's outstanding shares.
In connection with the acquisition of OptiCare, Palisade received
approximately 0.0403 shares of Company common stock for each share of
OptiCare common stock owned by it immediately prior to the transaction
and preferred stockholders received 0.0403 shares of Company common
stock for each share of OptiCare common stock issued to them upon
conversion of OptiCare preferred stock. All other shares of OptiCare
common stock outstanding immediately prior to the transaction were
converted into the right to receive 0.0472 shares of Company common
stock. The Company will be sending instructions to former OptiCare
stockholders explaining how to exchange their stock certificates for
stock certificates of the Company.
In the U.S. Vision transaction, U.S. Vision stockholders received
0.4141 shares of the Company's common stock for each share of U.S.
Vision common stock.
Upon completion of the transactions, 4.5 million and 6.6 million
shares will be issued to OptiCare and U.S. Vision shareholders,
respectively, and the Company will have approximately 18 million
shares outstanding. The closing price of the Company's stock on March
3, 2006 was $8.15.
Prior to the mergers, the Company and OptiCare entered into a
non-binding letter of intent with a nationally recognized managed care
provider with respect to a sale of its managed vision care division.
New Leadership
The Company also announced that J. David Pierson has been promoted
to President and Chief Executive Officer, having served as President
and Chief Operating Officer of Refac since June 2005. Mr. Pierson's
more than 30 years in retailing includes over 17 years of expertise in
operating licensed departments in a host store environment. Prior to
joining Refac, Mr. Pierson served as Chairman, President and Chief
Executive Officer of CPI Corporation, a New York Stock Exchange traded
company providing portrait photography services in over 1,000 studios
throughout the United States, Canada and Puerto Rico principally under
license agreements with Sears and served from 1996 to 2001 as
President of Licensed Brands for Cole National, a leading optical
retailer, where he led the expansion of vision care products and
services from 650 stores to more than 1,100 stores under the banners
of Sears Optical, Target and BJ's Wholesale Clubs.
Additionally, Clark A. Johnson was appointed as the non-executive
Chairman of the Board. Mr. Johnson has been a director of the Company
since 2000 and has extensive retail experience, having served as the
Chairman and Chief Executive Officer of Pier 1 Imports from March 1985
to June 1998. During such period, Pier 1 Imports' sales grew from
under $200 million to over $1 billion. He is also the chairman of PSS
World Medical (NASDAQ: PSSI).
Robert L. Tuchman, who has served as Refac's Chief Executive
Officer since 1997, will now serve as its Senior Vice President,
General Counsel, Secretary and Chairman of the Executive Committee of
the Company's Board of Directors.
The Company also increased the size of its Board of Directors from
9 directors to 12 directors and elected Dean J. Yimoyines, M.D., David
C. Stone, Esq. and Joseph W. Marino to fill the resulting vacancies.
Dr. Yimoyines, age 58, has been the Chairman of the Board of Directors
of OptiCare since August 1999 and served as its Chief Executive
Officer from August 1999 to January 2005 and was appointed its Interim
Chief Executive Officer on December 5, 2005. Mr. Stone, age 58, is a
practicing attorney and a partner of the law firm of Bodman LLP. Mr.
Marino, age 66, is a private investor. Previously, from 1984 until
November 1, 2004, he was the President and Chief Executive Officer of
The Marco Group, an operator of post-secondary vocational schools.
Messrs. Stone and Marino also served as directors of U.S. Vision from
January and March 2005, respectively, until March 6, 2006.
On March 6, 2006, the Company also held its annual meeting of
stockholders. Among other things, the Company's stockholders
re-elected six directors to the Board of Directors and voted to amend
the certificate of incorporation to eliminate the classified Board of
Directors.
J. David Pierson, the new President and Chief Executive Officer of
Refac Optical Group, said, "Today, a new company emerges that is
already a significant force in the retail eye care business. We have
an outstanding senior management team and national organization,
superb relationships with our host stores and an exceptional Board of
Directors. I view this as an excellent opportunity, and I look forward
to serving as the Chief Executive Officer of this exciting new
company."
Further information regarding the completion of the acquisitions
and the actions taken at the Company's annual meeting of stockholders
is included in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission today.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This News Release includes certain statements of the Company that
may constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and which are made
pursuant to the Private Securities Litigation Reform Act of 1995.
These forward-looking statements and other information relating to the
Company are based upon the beliefs of management and assumptions made
by and information currently available to the Company. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events, or performance, as well as underlying
assumptions and statements that are other than statements of
historical fact. When used in this document, the words "expects,"
"anticipates," "estimates," "plans," "intends," "projects,"
"predicts," "believes," "may" or "should," and similar expressions,
are intended to identify forward-looking statements. These statements
reflect the current view of the Company's management with respect to
future events. Many factors could cause the actual results,
performance or achievements of the Company to be materially different
from any future results, performance, or achievements that may be
expressed or implied by such forward-looking statements, including,
but not limited to, whether the mergers with OptiCare and U.S. Vision
will prove to be beneficial acquisitions for the Company. Investors
are cautioned that all forward-looking statements involve those risks
and uncertainties detailed in the Company's filings with the
Securities and Exchange Commission, including its Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 and its Form S-4
registration statement, which became effective on February 14, 2006.
Forward-looking statements speak only as of the date they are made and
the Company undertakes no duty or obligation to update any
forward-looking statements in light of new information or future
events.