REFAC Technology Development Corporation
122 East 42nd Street, New York, New York 10168
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 7, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of REFAC
Technology Development Corporation, a Delaware corporation (the
"Corporation"), will be held at the Board of Governors' Room of the American
Stock Exchange, 86 Trinity Place, New York, New York on Tuesday, May 7, 1996,
at 10:00 A.M., New York City time, for the following purposes:
1. To elect directors of the Corporation; and
2. To transact such other business as may
properly come before the meeting and any and
all adjournments thereof.
The Board of Directors has fixed the close of business on March 15,
1996 as the record date for the determination of stockholders who are
entitled to notice of and to vote at the meeting.
A copy of the Corporation's Annual Report for the year ended December
31, 1995 is sent to you herewith.
To assure your representation at the meeting, please sign, date and
return your proxy in the enclosed envelope, which requires no postage if
mailed in the United States.
By Order of the Board of Directors
Eugene M. Lang
Chairman of the Board
<PAGE>
REFAC TECHNOLOGY DEVELOPMENT CORPORATION
122 East 42nd Street, New York, New York 10168
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of REFAC Technology Development Corporation,
a Delaware corporation (the "Corporation"), to be used at the Annual Meeting of
Stockholders of the Corporation to be held at the Board of Governors' Room of
the American Stock Exchange, 86 Trinity Place, New York, New York, on May 7,
1996, at 10:00 A.M., New York City time.
You are requested to complete, date and sign the accompanying proxy and
return it to the Corporation in the enclosed envelope. The proxy may be revoked
at any time before it is exercised by written notice to the Corporation bearing
a later date than the date on the proxy and any stockholder attending the
meeting may vote in person whether or not he has previously submitted a proxy.
Where instructions are indicated, proxies will be voted in accordance therewith.
Where no instructions are indicated, proxies will be voted for the nominees for
directors set forth below.
The Board of Directors has fixed the close of business on March 15, 1996 as
the record date (the "Record Date") for the determination of stockholders who
are entitled to notice of and to vote at the meeting. The transfer books of the
Corporation will not be closed. As of the Record Date, the outstanding shares of
the Corporation entitled to vote were 5,301,887 shares of common stock, par
value $.10 per share ("Common Stock"), the holders of which are entitled to one
vote per share.
The presence in person or by proxy of the holders of a majority of the
shares of Common Stock issued and outstanding and entitled to vote will
constitute a quorum. A plurality of the votes of the shares of Common Stock
present at the meeting will be necessary for the election of directors of the
Corporation. Under applicable Delaware law, in tabulating the vote, broker
nonvotes will be disregarded and will have no effect on the outcome of the vote.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders and Form of Proxy are being mailed to the Corporation's
stockholders on or about April 5, 1996. A copy of the Corporation's Annual
Report for the year ended December 31, 1995 is also enclosed.
EACH SECURITY HOLDER OF RECORD OR BENEFICIALLY AS OF THE RECORD DATE FOR
SECURITY HOLDERS ENTITLED TO VOTE AT THE MEETING WILL BE ENTITLED, UPON WRITTEN
REQUEST, TO RECEIVE FROM THE CORPORATION, WITHOUT CHARGE, A COPY OF THE
CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH REQUESTS SHOULD BE MADE TO STOCKHOLDER RELATIONS AT THE ADDRESS
OF THE CORPORATION SET FORTH ABOVE.
PRINCIPAL STOCKHOLDERS
On the Record Date, to the knowledge of the Corporation, the persons listed
below were the only beneficial owners of more than five percent (5%) of the
outstanding shares of Common Stock. The Corporation has no other class of voting
securities outstanding. Information regarding the persons or entities set forth
below is based upon information contained in filings made with the Securities
and Exchange Commission by such persons or entities.
Name and Address of Amount and Nature Percentage of
Beneficial Owner of Beneficial Ownership Outstanding Shares
Eugene M. Lang 1,842,839 (1) 34.77%
122 East 42nd Street
New York, NY 10168
ZPR Investment Management, Inc. 418,300 7.89%
1642 N. Volusia Avenue
Orange City, FL 32763
Dimensional Fund Advisors Inc. 337,910 (2) 6.38%
1299 Ocean Avenue,11th Floor
Santa Monica, CA 90401
_____________
(1) Includes 81,745 shares of Common Stock owned by the Eugene M. Lang
Foundation, a charitable foundation of which Mr. Lang is one of eight
trustees (the "Foundation"), and 5,000 shares of Common Stock which would
be acquired upon the exercise of stock options which are exercisable
immediately or within sixty days. Mr. Lang may be deemed to have shared
voting and investment power with respect to securities held by the
Foundation. Mr. Lang disclaims beneficial ownership of securities held by
the Foundation.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 337,910 shares of the
Corporation's Common Stock as of December 31, 1995, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of The DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified benefit plans,
all of which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
SECURITY OWNERSHIP OF MANAGEMENT
On the Record Date, the directors listed below and all officers and
directors as a group beneficially owned the following equity securities of
the Corporation including options to purchase shares of Common Stock of the
Corporation.
Common Stock of the Corporation
------------------------------------------
Amount and
Nature of
Beneficial Percent of
Name of beneficial Owner Ownership (1) Class (2) Options
-------------------------- ------------- ---------- -------
Neil R. Austrian......... 21,673 (3) .39% 17,500
Robin L. Farkas.......... 26,098 (3) .47% 17,500
Mark N. Kaplan........... 16,828 (4) .31% 22,500
Eugene M. Lang........... 1,842,839 (5) 33.41% 5,000
Herbert W. Leonard....... 90,240 (3) 1.64% 17,500
Robert Rescigno.......... 2,050 (6) .04% 5,000
Robert L. Tuchman........ 165,500 (7) 3.00% 200,000
Ira T. Wender............ 9,500 (8) .17% 11,000
Officers and Directors
as a Group(8 persons)... 2,174,728 (9) 39.43% 296,000(10)
-------
(1) Except as otherwise described in these Notes, for the purposes of the
above table and the following Notes, the securities shown as "beneficially
owned" include all securities which, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, may be deemed to be
"beneficially owned" including, without limitation, all securities which
the "beneficial owner" has the right to acquire within sixty days, as, for
example, through the exercise of any option, warrant, right or the
conversion of convertible securities or pursuant to the power to revoke a
trust, discretionary account or similar arrangement, or pursuant to the
automatic termination thereof. Unless otherwise noted, all officers and
directors have sole voting and investment power with respect to securities
beneficially owned by them.
(2) The percentage of ownership of the Common Stock set forth in the above
table has been calculated by dividing (i) the aggregate number of shares
of Common Stock which may be deemed to be "beneficially owned" as
explained in Note (1) above, by (ii) the number of shares of Common Stock
actually outstanding plus the additional number of shares of Common Stock
which such "beneficial owner" would be deemed to "beneficially own"
assuming the exercise of all options which are exercisable immediately or
within sixty days by such beneficial owner and assuming no other
acquisitions of shares of Common Stock through the exercise of any option,
warrant, right or conversion of any security convertible into such shares
by any other person.
(3) Includes 9,500 shares of Common Stock which would be acquired upon the
exercise of options which are exercisable immediately or within sixty
days.
(4) Includes 14,500 shares of Common Stock which would be acquired upon the
exercise of options which are exercisable immediately or within sixty
days.
(5) Includes 81,745 shares of Common Stock owned by the Foundation and 5,000
shares of Common Stock which would be acquired upon the exercise of stock
options which are exercisable immediately or within sixty days. Mr. Lang
may be deemed to have shared voting and investment power with respect to
securities held by the Foundation. Mr. Lang disclaims beneficial
ownership of securities held by the Foundation.
(6) Includes 2,000 shares of Common Stock which would be acquired upon the
exercise of options which are exercisable immediately or within sixty
days.
(7) Includes 162,500 shares of Common Stock which would be acquired upon the
exercise of options which are exercisable immediately or within sixty
days.
(8) Includes 3,000 shares of Common Stock which would be acquired upon the
exercise of options which are exercisable immediately or within sixty
days.
(9) Includes an aggregate of 215,500 shares of Common Stock which such persons
would acquire upon the exercise of options which are exercisable
immediately or within sixty days and 81,745 shares of Common Stock owned
by the Foundation.
(10) Consists of 215,500 options which are exercisable immediately or within
sixty days, and 80,500 options which are not exercisable immediately or
within sixty days.
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors of the Corporation are to be elected at the meeting. The
directors will serve, subject to the By-Laws of the Corporation, until the
Annual Meeting of Stockholders to be held in 1997 and until their respective
successors shall have been elected and qualified.
It is the intention of the individuals named in the enclosed Form of Proxy to
vote such Form of Proxy for the election as directors of the persons named in
the section entitled "Identification of Directors" set forth below. Each of the
persons named below is currently a director of the Corporation and was elected
to such position at the Corporation's Annual Meeting of Stockholders in 1995.
The term of office of each such director of the Corporation will expire on the
date of the Corporation's Annual Meeting of Stockholders in 1997 and upon the
election and qualification of each such director's successor. The Board of
Directors of the Corporation has no reason to believe that any of the nominees
for the office of director will be unavailable for election as a director.
However, should any of them become unwilling or unable to accept nomination for
election, it is intended that the individuals named in the enclosed Form of
Proxy may vote for the election of such other persons as the Board of Directors
of the Corporation may recommend.
(a) Identification of Directors
Served
Continuously
as Director
Name Age Principal Occupation or Employment (1) Since
- ------------------- --- -------------------------------------
Neil R. Austrian(2) 55 President, National Football League 1980
(Professional Sports)
Robin L. Farkas (3) 62 Private investor 1976
Mark N. Kaplan (4) 66 Partner, Skadden, Arps, Slate, 1967
Meagher & Flom (Attorneys)
Eugene M. Lang 77 Chairman and Chief Executive Officer, 1952
REFAC Technology Development Corporation
Herbert W. Leonard 70 President, Hamilton Associates 1967
(Consulting)
Robert L. Tuchman(5) 53 President, Chief Operating Officer, 1991
General Counsel and Treasurer, REFAC
Technology Development Corporation
Ira T. Wender (6) 69 Of Counsel, Patterson, Belknap, Webb 1981
& Tyler (Attorneys)
______
(1) Unless otherwise noted, the principal occupation or employment of each
individual set forth in this table has been such individual's principal
occupation or employment for the past five years and no such individual
holds another position or office with the Corporation.
(2) Neil R. Austrian has been the President of the National Football League
since April, 1991. He was a Managing Director of Dillon, Read & Co., Inc.
from September, 1987 to April, 1991.
(3) Robin L. Farkas was the Chairman of the Board of Directors and Chief
Executive Officer of Alexander's Inc., a retailer, from prior to 1986 to
1994 when he retired.
(4) Mark N. Kaplan has been a partner of Skadden, Arps, Slate, Meagher & Flom
since October, 1979, which firm has been retained, since February, 1982,
to render legal services to the Corporation.
(5) Robert L. Tuchman has been President and Chief Operating Officer of the
Corporation since August, 1991, Treasurer since May, 1994 and General
Counsel since November, 1995. He was the owner and Chief Executive
Officer of Royalty and Property Management Incorporated (Licensing) from
March, 1988 to July, 1991. He was also a practicing attorney from 1969 to
July, 1991.
(6) Ira T. Wender has been of counsel to the law firm of Patterson, Belknap,
Webb & Tyler since January, 1994. He was a partner in such law firm from
January, 1988 to December, 1993. He was also Chairman of Perry Ellis
International, Inc. from January, 1994 to October, 1994.
(b) Directorships
The following nominees for director of the Corporation additionally serve in
such capacity for the following other publicly held companies and investment
companies.
Name Companies of Which a Director
---------------- -----------------------------------
Neil R. Austrian.......... Alex Brown Inc.
Viking Office Products, Inc.
Robin L. Farkas........... Insignia Financial
Noodle Kidoodle
Mark N. Kaplan............ American Biltrite, Inc.
Congoleum, Inc.
Diagnostic/Retrieval Systems, Inc.
Grey Advertising Inc.
MovieFone, Inc.
The Harvey Group, Inc.
Volt Information Sciences, Inc.
Ira T. Wender............. Dime Bancorp, Inc.
South West Property Trust, Inc.
(c) Committees
The Board of Directors has established and currently maintains as standing
committees an Audit Committee and a Compensation Committee. The Audit Committee
was established at the November 1991 Board meeting. The Audit Committee meets
periodically with the Corporation's Independent Auditors to review plans for the
audit and the audit results. The Audit Committee makes recommendations to the
full Board as to the engagement or discharge of the Independent Auditors and
reviews financial statements, accounting policies, tax and other matters for
compliance with the requirements of the Financial Accounting Standards Board and
government regulatory agencies. The Audit Committee consists of three
directors: Neil R. Austrian, Mark N. Kaplan and Herbert W. Leonard. This
Committee met once in 1995. The Compensation Committee administers the
executive compensation and benefit plans and grants under such plans. The
Compensation Committee consists of three directors: Eugene M. Lang, Robin L.
Farkas and Mark N. Kaplan. This Committee met once in 1995. For further
information regarding executive compensation, see "Compensation of Executive
Officers", page 8.
(d) Meetings of Board of Directors
During the last fiscal year, four meetings of the Board of Directors of the
Corporation were held. During such period, none of the directors attended fewer
than 75% of an aggregate of the meetings of the Board and Board Committees of
which he was a member.
(e) 1995 Annual Meeting of Stockholders
At the last Annual Meeting of Stockholders of the Corporation held, in 1995,
approximately 93% of the outstanding shares of Common Stock was present at the
meeting in person or by proxy. Approximately 99% of such shares was voted in
favor of Robert L. Tuchman and approximately 89% of such shares was voted in
favor of each other nominee for director.
REMUNERATION OF EXECUTIVE OFFICERS
The following table presents the aggregate compensation for services in all
capacities paid by the Corporation and its subsidiaries in respect of the years
ended December 31, 1995, 1994 and 1993 to each of the executive officers of the
Corporation whose aggregate compensation exceeded $100,000.
COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
_______________________________ Options/SARs
Name and Position Year Salary Bonus Other (#)
- ---------------------------- ---- -------- -------- ------ ----------
Eugene M. Lang, Chairman and 1995 $125,000 $12,500 -- --
Chief Executive Officer 1994 $118,000 $12,500 -- --
1993 $110,000 -- -- --
Robert L. Tuchman, President, 1995 $189,333 $30,000 $1,000 --
Chief Operating Officer, 1994 $181,333 $20,000 $1,000 50,000
General Counsel and 1993 $172,121 $20,000 $1,000 50,000
Treasurer
The Corporation offers a 401 (k) Savings Plan to all classes of employees.
The amount shown as other annual compensation represents the Corporation's
contribution to this plan. During the three captioned years, there were no
restricted stock awards, long-term incentive plan payouts or other forms of
compensation paid to the executive officers of the Corporation.
During 1995, Mr. Lang exercised options granted to him in 1991. At December
31, 1995, both Mr. Lang and Mr. Tuchman held options. The following table
presents details with respect to such exercise by Mr. Lang and the outstanding
options held by Messrs. Lang and Tuchman as at December 31, 1995.
Value of
Number of Unexercised
Unexcercised In-the Money
Options Options
----------------- -----------------
Shares
Acquired Not Not
on Value Excer- Excer- Excer- Excer-
Name Exercise Realized cisable cisable cisable cisable
- ---------------- --------- -------- --------- ------- -------- --------
Eugene M. Lang 5,000 $11,875 -- 5,000 -- $11,875
Robert L. Tuchman -- -- 162,500 37,500 $595,313 $73,438
Except for the 1990 Stock Option and Incentive Plan described below and
its 401 (k) Plan, the Corporation does not offer any Long-Term Incentive Plan or
Pension Plan to its executives or other employees.
DIRECTORS' FEES
Each director who is not also an employee of the Corporation was paid
the sum of $1,000 for each meeting of the Board of Directors attended in 1995.
No additional payments were made with respect to service on or attendance at the
meetings of any committee established by the Board.
STOCK OPTION PLANS
1990 STOCK OPTION AND INCENTIVE PLAN
The Corporation's 1990 Stock Option and Incentive Plan ("1990 Plan"),
approved by the stockholders on May 16, 1990, provides for the granting of stock
options (with or without related stock appreciation rights or limited stock
appreciation rights), stock appreciation rights independent of options,
restricted stock awards and performance stock awards to selected employees of
the Corporation and subsidiaries, including officers and directors who are
employees. The 1990 Plan provides that awards to employees shall be granted
based upon their respective duties and present and potential contributions to
the Corporation. A maximum of 300,000 shares of Common Stock (subject to
adjustment in the event of certain capital changes) may be issued pursuant to
the 1990 Plan. No grants may be issued under the 1990 Plan after March 14, 2000.
The 1990 Plan allows for the granting of options to purchase shares of
Common Stock at prices and terms determined by a committee established by the
Board of Directors. Options granted under the 1990 Plan may be incentive stock
options ("ISO") within the meaning of Section 422A of the Internal Revenue Code
or nonqualified stock options. The exercise price of an ISO ("Option Price") may
not be less than 100% of fair market value of Common Stock on the date of grant.
An option may be exercised by delivering to the Corporation cash or Common Stock
or any combination thereof, such that the sum of the amount of cash and the fair
market value of the Common Stock (as of the date of such exercise) is equal to
the Option Price of the shares with respect to which the option is being
exercised. No option may be transferred by the optionee during his lifetime. In
the event of termination (other than for cause or by reason of death, disability
or retirement), all options (to the extent such options were exercisable at the
date of termination) may be exercised within ninety days of termination. If the
grantee dies while employed, or within ninety days of termination (other than
for cause), or if employment is terminated by disability or retirement, all
options may, unless earlier terminated in accordance with their terms, be
exercised within one year of death, disability or retirement.
Under the 1990 Plan, stock appreciation rights ("Rights") or limited
stock appreciation rights ("Limited Rights") may be granted with respect to all
or any portion of the shares of Common Stock covered by options. In addition,
Rights may be granted independently of options granted under the 1990 Plan.
Rights and Limited Rights are exercisable according to their terms, except that
any Rights or Limited Rights granted in tandem with an option are exercisable
only to the extent that the related option is exercisable. Upon exercise of
Rights, the holder is to receive for each share for which a Right is exercised
an amount equal to the difference between the fair market value of the Common
Stock on the date of exercise and the Option Price per share at which the
related option is exercisable or, in the case of independently granted Rights,
the grant price as determined by the committee established by the Board of
Directors. Such amount will be paid in Common Stock or, assuming prior election
under terms of the 1990 Plan, cash or a combination of cash and Common Stock.
Limited Rights are exercisable only during the 90-day period following an
Acceleration Date (as defined in the 1990 Plan). Upon exercise of a Limited
Right, the holder is entitled to an amount in cash equal to the difference
between (i) the Option Price per share at which the related option is
exercisable and (ii) the greater of (A) the highest Fair Market Value (as
defined in the 1990 Plan) of Common Stock during the 60-day period ending on
the date the Limited Right is exercised and (B) whichever of the following is
applicable: (1) the highest per share price paid in any tender or exchange offer
that is in effect at any time during the sixty days preceding the exercise for
the Limited Right; (2) the fixed or formula price for the acquisition of shares
of Common Stock in a merger or similar agreement approved by stockholders, if
such price is determinable on the date of exercise; and (3) the highest price
per share shown on the Statement on Schedule 13D or amendments thereto filed
by the holders of the specified percentage of Common Stock whose acquisition
gives rise to the exercisability of the Limited Right. The holder of a Limited
Right granted in connection with an ISO will not, however, be entitled to
receive an amount in excess of the maximum amount that will enable the option
to qualify as an ISO.
The 1990 Plan allows for the granting of restricted stock, subject to
such conditions, terms, forfeitures and restrictions as may be determined by the
committee established by the Board of Directors. The recipient of restricted
stock, who may not sell, assign, transfer, pledge or encumber the shares during
the applicable period of restriction, will have all other rights of a
stockholder. In addition, awards of the contingent right to receive Common Stock
that is not to be distributed to the grantee until and unless certain
performance criteria have been attained ("Performance Shares") may be made
either alone or in addition to other awards under the 1990 Plan. Subject to such
exceptions as may be determined by the committee established by the Board of
Directors, any shares of restricted stock remaining subject to restrictions and
all outstanding Performance Shares shall be forfeited by the grantee upon
termination for any reason.
OTHER OPTION PLAN
In addition to the plan outlined above, the Corporation has granted
stock options under letter agreements to directors who are not employees and to
Eugene M. Lang. The option prices for shares of Common Stock under these
agreements are less than 100% of the fair market value of the shares at the date
upon which the options were granted. Options granted under letter agreements
will be exercisable over a period as determined by the Board of
Directors.
COMPENSATION OF EXECUTIVE OFFICERS
The Board of Directors has established a Compensation Committee which is
comprised of the following three directors: Robin L. Farkas, Mark N. Kaplan
and Eugene M. Lang. Mr. Lang is the Chairman of the Board of Directors and the
Corporation's Chief Executive Officer. Mark N. Kaplan, a director of the
Corporation, is a partner of Skadden, Arps, Slate, Meagher & Flom, which has
been retained since February, 1982, to render legal services to the Corporation.
While the Compensation Committee administers the executive compensation,
stock option and benefit plans and grants under such plans, the Corporation's
overall compensation strategy, including a determination of compensation paid to
the two key executive officers of the Corporation, Eugene M. Lang and Robert L.
Tuchman, is determined by the entire Board of Directors.
The compensation of Mr. Lang, who founded the Corporation more than
forty years ago and has served as its Chief Executive Officer since its
inception, has, at his request, been maintained at a level that is substantially
below the compensation that the Board believes would be paid to chief executive
officers with similar duties and responsibilities. In the last five years, Mr.
Lang's base salary and bonus have not exceeded $137,500 per year. Mr. Lang has
requested that his compensation remain at a level below that which the Board
would otherwise believe appropriate, given his duties and responsibilities, in
recognition of the fact that Mr. Lang has been devoting some amount of his time
to philanthropic activities. Mr. Lang was paid a bonus of $12,500 for 1995.
The Board of Directors, however, did authorize contributions aggregating
$102,813 to several charitable institutions that Mr. Lang has supported.
Mr. Tuchman's compensation is governed by the terms of an employment
contract between Mr. Tuchman and the Corporation, entered into at the time he
joined the Corporation in 1991, that was extended in 1994. In 1995, however,
the Board did approve a bonus of $30,000 ($15,000 in excess of the minimum bonus
provided for in his employment agreement) to Mr. Tuchman in recognition of his
individual performance.
Since there are only two key executives for which the Board is
responsible for determining compensation and because of the specific
circumstances surrounding the compensation paid to such executives, as discussed
above, the Board has not formulated a policy which relates the compensation of
executive officers to the overall performance of the Corporation. However, the
Board contemplates that, to the extent appropriate in the future, it may develop
guidelines which could be utilized in relating executive compensation to the
Corporation's overall growth and success.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
The following graph compares cumulative total return, assuming
reinvestment of dividends, of the Corporation, the NASDAQ Market Index, the
American Stock Exchange Index and a Peer Group Index which includes companies in
Standard Industrial Classification Code 6794 (Patent Owners and Lessors) for the
period commencing December 31, 1990 and ending December 31, 1995. The Peer
Group Index consists of the following companies: 4 Kids Entertainment, Inc.,
ACTV Inc., Blimpie International Inc., Chromatics Color Sciences International
Inc., Frontier Adjusters of America Inc., Ha-Lo Industries Inc., Inacom
Corporation, Mail Boxes Etc., Maxim Group, Medicine Shoppe International Inc.,
Mesabi Trust Certificate of Beneficial Interest, Microtel Franchise &
Development Corporation, Nastech Pharmaceutical Company, Inc., Presstek Inc.,
REFAC Technology Development Corporation, Rentrak Corporation, Saint Andrews
Golf Corporation, Sheffield Medical Technologies Inc. and Tubby's Inc. On March
14, 1994, the Company's common stock became listed and began to trade on the
American Stock Exchange ("AMEX") with the symbol REF. The move to the AMEX was
prompted by AMEX's auction market system. The Company felt that stockholder
value would be enhanced by narrower quotation spreads, low trade-to-trade price
variation and better stock liquidity.
Year Ended December 31,
1990 1991 1992 1993 1994 1995
REFAC Technology
Development Corporation $100.00 $142.86 $234.17 $323.93 $298.01 $347.13
NASDAQ Market Index $100.00 $128.38 $129.64 $155.50 $163.26 $211.77
American Stock Exchange Index $100.00 $123.17 $124.86 $148.34 $131.04 $168.90
Peer Group Index $100.00 $157.77 $160.96 $137.47 $151.64 $321.46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(1) Mark N. Kaplan is a partner of Skadden, Arps, Slate, Meagher & Flom,
which has been retained since February, 1982 to render legal services to the
Corporation.
(2) During 1995, the Corporation made donations of $20,563, $20,563 and
$20,563 to Swarthmore College, the New School for Social Research and the I Have
a Dream Foundation, respectively. Eugene M. Lang, Chairman and Chief Executive
Officer of the Corporation, and Neil R. Austrian, a Director of the Corporation,
are Chairman Emeritus and Chairman of the Board of Managers, respectively, of
Swarthmore College. Mr. Lang is a member of the Board of Trustees of the New
School for Social Research, and Chairman and founder of the I Have a Dream
Foundation.
(3) On August 1, 1991, the Company entered into an employment agreement
with Robert L. Tuchman which was extended in 1994 to expire on December 31,
1998. The agreement provides for Mr. Tuchman's employment as President and
Chief Operating Officer of the Corporation. His present base salary is
$194,000. The agreement further provides that Mr. Tuchman will receive
additional compensation based upon net licensing income derived from agreements
entered into after August 1, 1991 but no less than $15,000 per annum. Under the
terms of the agreement, Mr. Tuchman received options exercisable for 50,000
shares of Common Stock on each of August 1, 1991, 1992, 1993 and 1994. See
"Security Ownership of Management."
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has not yet determined who will serve as the
Corporation's independent public accountants for the fiscal year commencing
January 1, 1996. Grant Thornton LLP served as the independent public accountants
for the Corporation and its subsidiaries for the fiscal year ended December 31,
1995. Grant Thornton LLP does not have any direct or indirect financial interest
in the Corporation or any of its subsidiaries in any capacity other than that of
independent public accountants. A representative of the firm will be present at
the meeting to answer questions by stockholders concerning the accounts of the
Corporation and will have the opportunity to make a statement, if such
representative desires to do so.
OTHER MATTERS
The Board of Directors of the Corporation does not know of any other
matters which are likely to be brought before the meeting. However, in the
event that any other matters properly come before the meeting, the persons named
in the enclosed Form of Proxy will vote such Form of Proxy in accordance with
their judgment on such matters.
PROPOSALS BY SECURITY HOLDERS
Proposals of security holders intended to be presented at the Annual
Meeting of Stockholders of the Corporation to be held in 1997 must be received
by December 1, 1996 if they are to be included in the Corporation's proxy
statement and form of proxy relating to such meeting.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed Form of Proxy will be
borne by the Corporation. In addition to the solicitation of proxies by use of
the mails, the Corporation may utilize the services of some of its officers and
regular employees (who will receive no compensation therefor in addition to
their regular salaries) to solicit proxies personally and by telephone and
telegraph.
By Order of the Board of Directors:
Eugene M. Lang
Chairman of the Board
New York, New York
March 29, 1996
