WATERBURY, Conn.--Early this month, OptiCare Health Systems and Refac--which is expected to acquire OptiCare within a few months--signed a non-binding letter of intent to sell OptiCare’s managed vision business to a “nationally recognized managed care provider” for $7.5 million in cash, according to documents filed with the Securities and Exchange Commission (SEC).

The sale plan was approved by OptiCare’s board of directors on Jan. 31.

The identity of the buyer had not been revealed at presstime; OptiCare executives declined to comment beyond the SEC filing.

OptiCare expects to complete the sale of its managed vision business by April 30, according to the SEC filing. OptiCare’s managed vision division generated revenues of $25.5 million in calendar 2004, according to the company’s SEC filings. In the first nine months of 2005, the division produced $18.9 million in revenues; OptiCare has not yet announced its full-year financial results for last year.

The company has not yet estimated the costs it will incur in connection with the sale of the managed vision business. However, it expects to incur a charge of approximately $4.8 million in goodwill impairment in the last quarter of 2005 in connection with writing down goodwill from approximately $12.3 million to approximately $7.5 million.

Last August, OptiCare and Refac signed an agreement that will result in OptiCare becoming a wholly owned subsidiary of Refac; a registration statement Refac filed with the SEC in December valued OptiCare at $41.2 million for purposes of that deal. Refac signed a similar merger agreement with the U.S. Vision retail chain; both acquisitions are set to close during this year’s first or second quarter.

OptiCare, U.S. Vision and Refac are all controlled by Palisade Palisade Capital Management as majority stockholder.      --Cathy Ciccolella