<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
                                        
              ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
              ----------------------------------------------------

                  For the Fiscal Year Ended December 31, 1998

                         Commission File Number 0-7704


                   REFAC TECHNOLOGY DEVELOPMENT CORPORATION
                   ---------------------------------------- 

           Delaware                                          13-1681234     
-------------------------------                         ------------------- 
(State or other jurisdiction of                          (I.R.S. Employer   
incorporation or organization)                          Identification No.)  


              122 East 42/nd/ Street, New York, New York  10168
            ------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

    Registrant's telephone number, including area code:      (212) 687-4741
                                                             --------------

       Securities registered pursuant to Section 12(b) of the Act:  None
                                                                    ----

          Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.10 per share
                     --------------------------------------
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes   X    No 
                                                -----     -----     

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   X
           -----

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 23, 1999 was $28,464,458.

     The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of March 23, 1999 was 3,795,261.
<PAGE>
 
                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------
                                        

PART I      Item 1}    Annual Report to Stockholders of REFAC
PART II     Item 5}    Technology Development Corporation for the
            Item 6}    year ended December 31, 1998 except for the
            Item 7}    inside front and back cover and Pages 2
            Item 8}    through 11 thereof.
                    
PART III    Item 10}   Definitive Proxy Statement of REFAC
            Item 11}   Technology Development Corporation in
            Item 12}   connection with the Annual Meeting of
            Item 13}   Stockholders to be held in May, 1999.
 

                                     PART I
                                     ------

Item 1. Business
----------------

General
-------

     REFAC Technology Development Corporation (the "Company"), a Delaware
corporation organized in 1952, through certain of its subsidiaries, is engaged
in the licensing of intellectual property rights and product design and
development.  The Company's expertise centers on its ability to maximize the
earning potential of intellectual property rights through creative licensing
strategies, enterprising brand extension ventures, and entrepreneurial product
design/engineering programs.

Product Design & Development and Product Licensing
--------------------------------------------------

     On November 26, 1997, pursuant to an Agreement and Plan of Merger, dated as
of November 25, 1997, the Company acquired Human Factors Industrial Design, Inc.
("Human Factors"), an industrial design and engineering firm based in New York
City.  On December 31, 1998, the Company merged Human Factors into its wholly-
owned subsidiary, REFAC International, Ltd. ("RIL"), and it now operates as a
division of RIL.  Founded in 1974, Human Factors is a product development
company that offers a broad range of research, design and engineering services
to create innovative products for its clients.  Human Factors merges the
disciplines of applied human factors, industrial design, engineering and
architecture.  Originally specializing in the design of medical products and
shipboard electronics, Human Factors is now known for its expertise in designing
and/or engineering (i) consumer products, (ii) medical-surgical devices, (iii)
medical and other industrial equipment and (iv) control rooms and consoles.

     Prior to the Company's acquisition, Human Factors primarily operated as a
fee-for-service consultant.  Now, in the appropriate circumstances, it will
forego current fee income for a participation in the future success of a project
on a royalty basis.  As used herein, "product licensing" refers to products
and/or product concepts developed by Human Factors which are then licensed to
manufacturers.  In situations where Human Factors does not own the intellectual
property rights and 

                                      -2-
<PAGE>
 
simply develops the products in exchange for a royalty basis, the income is
treated as part of its product design and development activities. The Company
has committed to make up to $1 million in financing available to Human Factors,
of which $575,000 has been provided as of December 31, 1998.

     Facilities.  During 1998, Human Factors occupied approximately 12,500
     ----------                                                           
square feet of office, studio, machine shop and lab space in an office building
located in New York City.  It runs a complete range of operating software
platforms, including AutoCad, Alias, Cosmos, SolidWorks, MasterCam, MicroStation
and ProEngineer.  It has a machine shop with a Computer Numeric Control milling
machine, mock-up studio/workshop and an inspection/lab area, all on the same
floor adjacent to its engineering and design studios.

     In November, the Company announced that it will relocate its corporate
headquarters, patent licensing and product development operations to 115 River
Road, Edgewater, New Jersey.  The Company has signed a 10 1/2 year lease for
newly constructed premises encompassing 25,000 square feet.  This site is
expected to be ready for the Company's occupancy during the second quarter of
1999 and will enable the Company to integrate its corporate and patent licensing
operations with the industrial design and engineering operations of Human
Factors.

     The Company has entered into a sublease for 10,000 square feet of Human
Factors' existing premises (which is on a term lease) at the same rental and for
the balance of the term provided for in Human Factors' lease.  This sublease
commences upon the move to Edgewater.  The lease for the balance of the space
currently utilized by Human Factors is on a month-to-month basis and will be
terminated upon the move.

     Employees.  As of December 31, 1998, Human Factors had 30 full-time
     ---------                                                          
employees, including 15 industrial designers, 6 engineers and 9 technical and
support staff.  Over half of the staff have been employed by Human Factors for
more than 10 years.

     Competition.  The industrial design industry is highly fragmented, with a
     -----------                                                              
lack of dominant market leaders.  Since the barriers to entry, including capital
requirements, are relatively low, there are a large number of small regional
firms.  Human Factors faces strong competition from other industrial design
firms and its ability to attract clients is dependent upon its reputation and
ability to deliver distinctive products that meet its clients' requirements in a
timely fashion.  In addition, the industrial design business is dependent on the
ability to attract and retain personnel.
 
Trademark Licensing
-------------------
 
     On January 21, 1998, the Company broadened its licensing business through
the formation of Selective Licensing & Promotion, Ltd. ("SL&P").  SL&P is a full
service trademark licensing agency and consultancy for brand and character
licensing properties.  The Company owns 81% of SL&P and Ms. Arlene Scanlan, the
President and Chief Executive Officer of SL&P, owns the remaining 19%.  SL&P
acts as the licensing agent for the following properties: Psycho Chihuahua/(R)/,
Class of 2000/(R)/, Rambling Ted/(R)/, UZI/(R)/ and Rockwell/(R)/.  The Company
has committed to make up to $1 million in financing available to SL&P through
December, 31, 2001, of which $400,000 has been funded through December 31, 1998.

                                      -3-
<PAGE>
 
     Facilities.  SL&P leases approximately 1,450 square feet of office space in
     ----------                                                                 
Southport, Connecticut.

     Employees.  SL&P has 3 full-time employees.
     ---------                                  

     Competition.  Success in the trademark licensing agency business is
     -----------                                                        
principally dependent upon the strength of the properties that the agency
represents.  With respect to character or juvenile licensing, most of the movie
and television production companies have their own licensing divisions to
license their properties.  Thus, SL&P typically competes with other independent
agencies for properties that have not yet become well-known but which it
believes has the potential to be popular. It also competes with other agencies
in brand licensing for the rights to well-known corporate trademarks.  The
Company believes that Human Factors' product design and development capability
will give it a distinct advantage in this area.

Technology Licensing Operations
-------------------------------

       The Company's technology licensing includes "New Technology Licensing"
and "Patent Enforcement Licensing" projects.  In both classes, the Company
generally acquires from its clients ("Clients") the exclusive right to license
others ("Licensees") to manufacture, use and/or sell, throughout the world or in
specific markets, specific Client products and processes under their respective
patents and/or in accordance with related technical know-how.  In recent years,
a typical Client has been an individual or a small company for whom licensing
offers important opportunities for accelerated product development, broadened
commercialization and income.  The Company also offers larger corporations a
facility for exploiting idle patents, unused or abandoned products and
technological developments.  As a general policy, the Company shares equally
with Clients the gross amount of revenues received from its licenses.
Occasionally, in addition to or in lieu of money payments, the Company may
receive equity considerations.

     New Technology Licensing.  New Technology licensing includes technologies
     ------------------------                                                 
that have not yet been successfully commercialized.  These technologies
generally offer certain benefits such as new features, improved performance,
cost savings and/or favorable environmental, health or safety features.  In
order for the Company to attract Licensees for this type of technology, it has
to present evidence that persuasively "proves the concept" of the invention,
which often involves monetary investments.  Commencing 1999, the Company plans
to limit its New Technology licensing to projects in which it can have an equity
position.

     The Company endeavors to be selective in the products for which it
undertakes licensing responsibilities.  In the United States and abroad, it
attempts to locate industrial technologies having distinctively advantageous
features that are protected by patents and confidential know-how. Sometimes, the
Company has the added right to license the Client's trademarks.  However, most
of the Company's licensing opportunities are prompted by references and by the
Company's professional reputation.  All such opportunities are evaluated on the
basis of their proprietary features, innovative merit, technological
significance, competitive conditions and earning potential. Licensing and
technology transfer strategies are studied with due consideration of the
Client's objectives.  The actual licensing process usually starts with the
identification and qualification of suitable Licensee prospects.  Information
packages and license proposals are prepared subject to the 

                                      -4-
<PAGE>
 
Client's approval. When suitable prospective Licensees are identified,
negotiations proceed with the goal of creating income-producing agreements.
Agreements may provide for single lump sum payments or, as is generally
preferred, ongoing royalty payments based on sales of licensed products over an
extended period of years.

     There is usually a substantial interval between the time license rights are
acquired and the actual realization of license revenue.  The interval is seldom
less than two years, often longer.  Not infrequently, licensing efforts prove
unsuccessful.  A licensing program may result in a succession of many non-
exclusive agreements or a limited number of exclusive agreements covering
defined areas of technology, fields of product application and marketing
territories.  After agreements are made, the Company, in its role as licensor,
continuously administers and services them, often with the Client's cooperation.
The terms and conditions of these licenses and related agreements may vary
depending upon whether they principally cover patent rights, trademarks,
developments and improvements, exclusivity, trade secrets and/or copyrights.
From time to time, licenses may be granted to parties, or result in the creation
of new companies, in which the Company and Client may acquire or have the option
to acquire equity or joint venture interests.

     Patent Enforcement Licensing.  In determining its interest in the products
     ----------------------------                                              
or patents of a prospective Client, the Company may find indications of
infringement by one or more third parties. A prospective Client also may notify
the Company that its patents are probably being infringed by various
manufacturers or users.  In such event, before accepting a licensing
responsibility, the Company intensively investigates relevant issues of patent
validity and indicated infringement details.  If the Company concludes that
there is substantial merit in the Client's patent position, that there is a
strong basis for concluding that infringement exists, and that there is
substantial economic value involved, serious efforts are then made to license
the patents to the putatively infringing parties.  Often these efforts are
successful.  If not, the Company may consider it appropriate, with the Client as
co-plaintiff, to initiate infringement litigation.  Such litigation is costly
and lengthy with an uncertain outcome.

     Except for its contracts with Patlex Corporation and Emhart Fastening
Teknologies, Inc. which accounted for 9.7% and 5.7%, respectively, of total
revenues, the Company does not believe that the loss or termination of any
individual contract would have a materially adverse effect on its business.

     With respect to any patents or group of related patents that are now the
subject of one or more income-producing licenses, the Company does not believe
that there is any currently foreseeable circumstance under which the Company
would lose its rights to grant licenses.
 
       Competition.  Success in the technology licensing business is principally
       -----------                                                              
dependent upon the ability of a technology to create a competitive advantage or
solve a recognized problem in the marketplace and the availability of the
financial and technical resources necessary to "prove the concept" and
demonstrate the benefits of the invention to prospective Licensees.  The Company
believes that Human Factors' product design and development capability will give
it a distinct advantage in this area for consumer products, medical devices and
business equipment.

                                      -5-
<PAGE>
 
Government Regulations
----------------------

     Federal, state and local environmental control laws have had no material
effect on capital expenditures, earnings or the competitive position of the
Company.

Patents and Trademarks
----------------------

     As of December 31, 1998, the Company held the following interests in
patents and trademarks:

     Adhesive and Polymer Related Patents - The Company's wholly-owned
     ------------------------------------                             
subsidiary, REFAC International, Ltd. ("RIL"), owns the following United States
patents covering the manufacture and composition of urethane polymer and epoxy
materials:

<TABLE>
<CAPTION>
 U.S.
Patent                                                                             Expiration
  No.                                      Title                                      Date
---------------------------------------------------------------------------------------------
<S>        <C>                                                                     <C>
4,608,418  Hot Melt Composition and Process for Forming the Same                   02/22/2005
4,870,142  Novel Urethane Polymer Alloys With Reactive Epoxy Functional Groups     06/26/2008
5,516,857  Thermoplastic Urethane Elastomeric Alloys                               05/14/2013
5,580,946  Thermoplastic Polyurethane-Epoxy Mixtures That Develop Cross-Linking    12/03/2013
           Upon Melt Processing
5,747,588  Thermoplastic Urethane Elastomeric Alloys                               06/25/2013
</TABLE>


     The Company also owns the registered United States trademark "LAMBDA" and
"Bondstar" for use with adhesives and elastomers and has a pending United States
trademark application for the mark "REFAC" for such use.

       H. pylori Patent - The Company's subsidiary, REFAC Biochemics Corporation
       ----------------                                                         
("RBC"), holds the exclusive right to grant licenses under United States Patent
No. 5,409,903, entitled "Method and Compositions for the Treatment of H. pylori
and Dermatitis", which expires April 25, 2012.  RBC has committed to invest up
to $120,000 for the prosecution and maintenance of the corresponding foreign
patents and a clinical trial relating to this pharmaceutical composition.

       Conveyor Patents - RIL owns eight U.S. patents covering conveyors and
       ----------------                                                     
conveyor buckets that expire at various times from February 15, 2000 to April
21, 2009 and the registered U.S. trademarks Econ-O-Lift(R), Maxecon(R) and Swing
Link(R).  Various foreign patents and trademarks have issued.

     Exclusive Rights to License under Other Patents - As mentioned in Item 1,
     -----------------------------------------------                          
in the Company's technology licensing business, it acquires from its Clients the
exclusive right to license others to manufacture, use and/or sell, throughout
the world or in specific markets, specific Client 

                                      -6-
<PAGE>
 
products and processes under their respective patents and/or in accordance with
related technical know-how.

                                   __________
                                        
     The Company does not believe that the loss or termination of any of the
above patents or trademarks would have a materially adverse effect on its
business.
 
Employees
---------

     As of December 31, 1998, the Company had 42 employees including 30
employees at Human Factors and 3 employees at SL&P.  The Company considers its
relations with its employees to be excellent.

Financial Information About Foreign and Domestic Operations and Product Sales
-----------------------------------------------------------------------------

     The Company's business is principally conducted in the United States.
Information concerning the aggregate of the Company's foreign source revenues
from domestic operations for the three years ended December 31, 1998 is set
forth in Note 6 of the Notes to the Company's Consolidated Financial Statements
found on page 25 of its Annual Report to Stockholders for the year ended
December 31, 1998.  Said page 25 is incorporated herein by reference.  The
Company is subject to the usual risks of doing business abroad, particularly
currency fluctuations and foreign exchange controls.

Item 2.  Properties
-------------------

     From January 1, through September 30, 1998, the Company leased the entire
40/th/ floor, consisting of approximately 7,800 square feet, in an office
building located at 122 East 42/nd/ Street, New York, New York under a lease
expiring in the year 2004.  The Company occupied approximately 5,100 square feet
of space for its headquarters facility and subleased the remaining premises.  In
October of 1998, pursuant to an agreement with the landlord, the Company
surrendered possession of the 5,100 square feet it was occupying and moved into
the remaining 2,700 square feet that had been previously subleased, which it
agreed to surrender between March 31, 1999 and May 31, 1999.

     Human Factors leases the entire 15/th/ floor, consisting of approximately
10,000 square feet, in an office building located at 575 Eighth Avenue, New
York, New York under a lease which expires in the year 2003.  It also leases in
the same building an additional 2,500 square feet on a month-to-month basis.

     Concurrent with its October, 1998 agreement to terminate the existing
leasehold, the Company entered into a lease covering 25,000 square feet of newly
constructed premises in Edgewater, New Jersey for its headquarters which will
house the operations of the Company and its subsidiary companies, other than
SL&P and REFAC Financial Corporation.  The lease has an initial term of 10  1/2
years, which will commence upon the completion of construction in or about May,
1999.  The Company has two successive five-year renewal options.   Human Factors
has agreed to sublease its 10,000 leasehold (at 575 Eighth Avenue) to another
design firm for the balance of its term at the same rental it is obligated to
pay.

                                      -7-
<PAGE>
 
     SL&P, a wholly-owned subsidiary, leases approximately 1,450 square feet in
an office building located at 107 John Street, Southport, Connecticut under a
lease which expires in the year 2003.

     The Company's wholly-owned subsidiary, REFAC Financial Corporation, leases
office facilities in Las Vegas, Nevada, which it considers to be suitable and
adequate for its present needs.

Item 3.  Legal Proceedings
--------------------------

       Suit by Former Officer.  At December 31, 1998, the only claim pending
       ----------------------                                               
against the Company was an action in United States District Court for the
Eastern District of New Jersey, which was commenced by the executrix of the
estate of a former officer of the Company for compensation allegedly due under
an employment arrangement.  The Company believes that the claim is without any
merit.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

     No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1998.

                              PART II
                              -------

Item 5.  Market for the Company's Common Stock and Related Security Holder
--------------------------------------------------------------------------
Matters
-------
 
     The Company had 754 stockholders of record as of March 23, 1999.  The other
information required by this item is included on page 27 of the Company's Annual
Report to Stockholders for the year ended December 31, 1998, which page is
hereby incorporated by reference.

Item 6.  Selected Financial Data
--------------------------------

     The information required by this item is included on page 27 of the
Company's Annual Report to Stockholders for the year ended December 31, 1998,
which page is hereby incorporated by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
         of Operations
         -------------

     The information required by this item is included on pages 13 and 14 of the
Company's Annual Report to Stockholders for the year ended December 31, 1998,
which pages are hereby incorporated by reference.

                                      -8-
<PAGE>
 
Item 8.  Financial Statements
-----------------------------

     The information required by this item is included on pages 15 through 19 of
the Company's Annual Report to Stockholders for the year ended December 31,
1998, which pages are hereby incorporated by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
------------------------------------------------------------------------
         Financial Disclosure
         --------------------

     None.
          

                                    PART III
                                    --------

Item 10. Directors and Executive Officers of the Company
--------------------------------------------------------

     The information required by this item is included on pages 2 through 4 in
the Company's definitive Proxy Statement in connection with the Annual Meeting
of Stockholders to be held in May, 1999 and is hereby incorporated herein by
reference.  Information concerning the Executive Officers of the Company is
presented below.

                       EXECUTIVE OFFICERS OF THE COMPANY
                       ---------------------------------
<TABLE>
<CAPTION>
 
                                            
                                            Served in Such
                                           Position or Office
Name                                  Age  Continually Since               Position (1)
------------------------------------  ---  ------------------  ------------------------------------
<S>                                   <C>  <C>                 <C>
Robert L. Tuchman                      56       1991            Chairman, President, Chief Executive
                                                                Officer and General Counsel (2) 
                                                              
Douglas M. Spranger                    51       1998            Senior Vice President (3)           
                                                              
Raymond A. Cardonne, Jr.               32       1997            Vice President and Secretary (4)    
                                                              
Elliott S. Greller                     56       1998            Vice President and Treasurer (5)     
</TABLE>
__________

NOTES:

(1) Each executive officer's term of office is until the next organizational
    meeting of the Board of Directors of the Company (traditionally held
    immediately after the Annual Meeting of Stockholders of the Company) and
    until the election and qualification of his successor.  However, the
    Company's Board of Directors has the discretion to replace officers at any
    time.

                                      -9-
<PAGE>
 
(2) Mr. Tuchman succeeded Eugene M. Lang as the Chief Executive Officer of the
    Company on January 6, 1997 and as Chairman of the Board of Directors on June
    30, 1997.  He also serves as General Counsel.  From August, 1991 until
    January 6, 1997, Mr. Tuchman served as the Company's President and Chief
    Operating Officer.  From May, 1994 to March, 1997 he was Treasurer.

(3) Douglas M. Spranger has been the Chief Executive Officer of Human Factors
    Industrial Design, Inc. since its formation in 1974.  Human Factors
    Industrial Design, Inc., acquired by the Corporation in November, 1997, was
    merged into the Corporation's wholly-owned subsidiary, REFAC International,
    Inc., on December 31, 1998.  Mr. Spranger became the Senior Vice President
    of REFAC International, Ltd. in December, 1998 and relinquished the position
    of President of the Human Factors to Bert D. Heinzelman.  Mr. Heinzelman
    will also assume the position of Chief Executive Officer of Human Factors
    when the Corporation relocates to its new facilities in late Spring, 1999.

(4) Mr. Cardonne joined the Company in December, 1997 as Vice President
    responsible for the licensing and commercialization of technologies and was
    elected to the additional position of Secretary in November, 1998.  Prior to
    joining REFAC, from December, 1994 through November, 1997, Mr. Cardonne was
    a Vice President at Technology Management & Funding, L.P.  From August, 1993
    to December 1994, he worked for NEPA Venture Funds, an early stage venture
    capital firm, and the Lehigh Small Business Development Center.  He
    previously worked at Ford Electronics & Refrigeration Corporation from
    January, 1990 to July, 1993.

(5) Mr. Greller joined the Company in March 1, 1998 as President of the Royalty
    Control Division of REFAC Services Corporation, a wholly-owned subsidiary of
    the Company that was merged into REFAC International, Ltd. on December 31,
    1998.  He became the Company's Vice President and Treasurer in September,
    1998.  Prior to joining the Company, for more than the past fifteen years,
    Mr. Greller was engaged in the practice of accountancy and was the Chief
    Executive Officer and sole owner of the Royalty Control Group Company which
    provided royalty audit services to licensors.  The services previously
    rendered by Royalty Control Group are now being rendered by Mr. Greller as
    part of his duties with the Company.

Item 11.  Executive Compensation
--------------------------------

   The information required by this item is included on page 8 in the Company's
definitive Proxy Statement in connection with the Annual Meeting of Stockholders
to be held in May, 1999 and is hereby incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

   The information required by this item is included on pages 2 through 4 in the
Company's definitive Proxy Statement in connection with the Annual Meeting of
Stockholders to be held in May, 1999 and is hereby incorporated herein by
reference.

                                      -10-
<PAGE>
 
Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

   The information required by this item is included on page 14 in the Company's
definitive Proxy Statement in connection with the Annual Meeting of Stockholders
to be held in May, 1999 and is hereby incorporated herein by reference.

                                    PART IV
                                    -------

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
-------------------------------------------------------------------------
(a)(1) Financial Statements
---------------------------

   See index to financial statements on the inside cover of the Company's Annual
Report to Stockholders for the year ended December 31, 1998, which is hereby
incorporated by reference.

(a)(2)  Schedules
-----------------

   See index to financial statements on the inside cover of the Company's Annual
Report to Stockholders for the year ended December 31, 1998, which is hereby
incorporated by reference.

(a)(3)  Exhibits
----------------

   See the Exhibit Index attached hereto for a list of the exhibits filed or
incorporated by reference as a part of this report.


(b)  Reports on Form 8-K.
-------------------------

   None

 

                                      -11-
<PAGE>
 
                                   Signatures
                                   ----------

   Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              REFAC Technology Development Corporation



Dated: March 25, 1999         /s/ Robert L. Tuchman
                              ----------------------------------------------
                              Robert L. Tuchman, President and Chief        
                              Executive Officer                             
                                                                            
                                                                            


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.



March 25, 1999                  /s/ Robert L. Tuchman
                                ------------------------------------------------
                                Robert L. Tuchman, President, Chief Executive   
                                Officer, General Counsel and Director           
                                (Principal Executive Officer)   
                                

March 25, 1999                  /s/ Elliott S. Greller
                                ------------------------------------------------
                                Elliott S. Greller, Vice President and Treasurer
                                (Principal Financial Officer & Controller)
                                
 
March 25, 1999                  /s/ Neil R. Austrian
                                ------------------------------------------------
                                Neil R. Austrian, Director


March 25, 1999                  /s/ Robin L. Farkas
                                ------------------------------------------------
                                Robin L. Farkas, Director  
                                

                                      -12-
<PAGE>
 
                                  Signatures
                                  ----------
                                  (Continued)



March 25, 1999                /s/ Mark N. Kaplan
                              -----------------------------------------------
                              Mark N. Kaplan, Director                        
                              

March 25, 1999                /s/ Herbert W. Leonard
                              -----------------------------------------------
                              Herbert W. Leonard, Director                    
                              

March 25, 1999                /s/ Douglas M. Spranger
                              -----------------------------------------------
                              Douglas M. Spranger, Director                   
                              

March 25, 1999                /s/ Ira T. Wender
                              -----------------------------------------------
                              Ira T. Wender, Director                         
                              

                                      -13-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
                                        
Exhibit No.                         Exhibit
-----------                         -------

  3             Restated Certificate of Incorporation and Certificate of
                Amendment thereto (the "Certificate of Incorporation") and By-
                laws of the Company as currently in effect. The Certificate of
                Incorporation required by this item is included in the Company's
                Quarterly Report on Form 10-Q for the quarter ended June 30,
                1988, SEC file number 0-7704, and are hereby incorporated by
                reference. The By-laws of the Company are included in the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1997.

 10(a)          Employment Agreement Amended and Restated dated December 13,
                1996 between the Company and Robert L. Tuchman (the "Tuchman
                Employment Agreement"). The Exhibit required by this item is
                included in the Company's Annual Report on Form 10-K for the
                year ended December 31, 1996, SEC file number 0-7704, and is
                hereby incorporated by reference.

 10(b)          Amendment, dated January 20, 1999, extending the term of the
                Tuchman Employment Agreement is included herewith.

 10(c)          Employment Agreement, dated November 25, 1997 between the
                Company and Douglas M. Spranger and an Amendment thereto, dated
                January 14, 1999, is included herewith.
                
 10(d)          1998 Stock Incentive Plan is included as an exhibit to the
                Company's Proxy Statement for its Annual Meeting of Stockholders
                held on May 11, 1998 and incorporated herein by reference.

 10(e)          1990 Stock Option and Incentive Plan is included as an exhibit
                to the Company's Proxy Statement for its Annual Meeting of
                Stockholders held on May 16, 1990 and included herein by
                reference.
                
 13             Annual Report to Security Holders of the Company for the year
                ended December 31, 1998 is included herewith.
                
 21             Subsidiaries of the Registrant is included herewith.