<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, 2000

                         Commission File Number 0-7704

                                     REFAC
                                     -----

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


               115 River Road, Edgewater, New Jersey 07020-1099
              --------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

    Registrant's telephone number, including area code:      (201) 943-4400
                                --------------

       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 22, 2001 was $9,488,153.

     The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of March 22, 2001 was 3,795,261.
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------

PART I      Item 1)      Annual Report to Stockholders of Refac for the year
PART II     Item 5)      ended December 31, 2000, except for the inside front
            Item 6)      and back cover and pages 2 through 12 thereof.
            Item 7)
            Item 8)

PART III    Item 10)      Definitive Proxy Statement of Refac in connection with
            Item 11)      the Annual Meeting of Stockholders to be held on May
            Item 12)      11, 2001.
            Item 13)


                                     PART I
                                     ------

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

General
-------

     Refac was incorporated in the State of Delaware in 1952 and is referred to
herein as the "Company" or "Registrant".  For almost 50 years, the Company has
been a recognized international leader in intellectual property management.
Today, it is a leading consulting firm with expertise in product development,
graphic design and communications, and licensing.  In addition to its fee for
service consulting business, the Company constantly looks for opportunities to
invest its creative services and licensing skills in new product development
ventures that involve brands and/or technologies and have substantial long-term
potential.

Intellectual Venture Capital
----------------------------

     The Company seeks opportunities to invest the industrial and graphic design
services of RefacDesign and the licensing capabilities of Refac Licensing in new
product development ventures involving brands and/or technologies.  The Company
refers to this activity as "Intellectual Venture Capital".  In such instances,
the Company shares in the cost and risk of brand and product development in
return for future royalties or venture equity.  An example of such an investment
is its formation of Refac Consumer Products, Inc. ("RCP") and the acquisition of
manufacturing and marketing licenses from MTV Consumer Products (electronic
music products), Pennzoil(R) (automotive related products) and Volkswagen (New
Beetle(TM) clock radio, sport radio and travel alarm clock). See "Manufacturing
and Marketing of Consumer Products" below. Another example is the Company's
development for OXO International of some of the OXO(R) Good Grips(R) housewares
and, to date, all of the OXO Good Grips hand tools on a royalty basis.

                                      -2-
<PAGE>

Creative Design Consulting Services
-----------------------------------

     Through December 2000, the Company provided industrial design and
engineering consulting services through Refac HumanFactors-ID (acquired November
1997)  and graphic design consulting services through Refac David Morris
Creative (acquired November 1999).  Both Refac HumanFactors-ID and Refac David
Morris Creative operated as divisions of the Company's wholly-owned subsidiary,
Refac International, Ltd. ("RIL").  In January 2001, the Company consolidated
the operations of these divisions and now offers its creative services  under
the name RefacDesign.

  Industrial Design
  -----------------

     RefacDesign offers a broad range of research, product design and
engineering services to help it clients develop new products.  It merges the
disciplines of applied human factors, industrial design and engineering and is
known for its expertise in designing and/or engineering (i) consumer products,
(ii) medical-surgical devices and (iii) medical and other industrial equipment.

  Graphic Design
  --------------

     RefacDesign also provides graphic design and communications for a wide
variety of clients. Its array of graphic design services include brochures and
collateral materials, brand and communications strategy, corporate identity,
packaging and multimedia design.

     The following schedule sets forth the percentage of the Company's total
revenues derived from Industrial Design and Graphic Design services:

                             Industrial   Graphic
                     Year      Design      Design
                     ----------------------------
                     2000            23%       15%
                     ----------------------------
                     1999            20%        3%
                     ----------------------------
                     1998            25%        0%
                     ----------------------------

         Competition.  The creative design consulting 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.  RefacDesign faces strong competition from other
design firms and its ability to attract clients is dependent upon its reputation
and ability to deliver distinctive products, graphics and packaging that meet
its clients' requirements in a timely fashion.  In addition, the  design
business is dependent on the ability to attract and retain personnel.

                                      -3-
<PAGE>

Intellectual Property Licensing
-------------------------------

     The Company offers patent, technology, copyright, brand and trademark
licensing services through RIL and its 81% owned subsidiary, Refac Licensing,
Inc. ("RL").

    Patent and Technology Licensing Operations
    ------------------------------------------

         The Company has been performing patent and technology licensing, which
includes the negotiation and administration of licenses and joint ventures
involving patents, know-how and related trademarks, for almost 50 years.  Today,
the Company is focused on managing established licensing relationships and
acquiring the rights to license consumer and industrial technologies that have
distinctively advantageous features, performance or costing and are protected by
patents and confidential know-how ("New Technology Licensing ") projects.  The
Company did not undertake any New Technology Licensing projects during 1999 or
2000.

     Except for its contracts with Patlex Corporation and Emhart Fastening
Teknologies, Inc. which accounted for approximately 10% and 6%, respectively, of
the Company's total revenues in 2000, the Company does not believe that the loss
or termination of any contract it has with its clients or licensees would have a
materially adverse effect on its business. The most commercially significant
patent owned by Patlex Corporation is the Gas Discharge Laser Patent (U.S.
Patent No. 4,704,583) which expires in November 2004.

     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.

     Patents and Trademarks. The Company does not own any patents or trademarks
     ----------------------
that it deems important to its patent and technology licensing business.

    Brand and Trademark Licensing
    -----------------------------

      RL is a full service trademark licensing agency and consultancy for brand
and character licensing properties.  The properties that it currently represents
include Dr. Denton(R), Hampsterdance(TM), JoeCartoon(TM), Psycho Chihuahua(R)
and Rockwell(R) (terminates April 30, 2001).

     As part of the Company's Intellectual Venture Capital activities, the
licensing groups are also focused on the licensing-in of intellectual property
rights and the managing of relationships with such licensors.  By way of
example, these groups manage the Company's licensing relationships with MTV
Consumer Products, Volkswagen and Pennzoil-Quaker State Company.


       Competition.  Success in the licensing business is principally dependent
       -----------
upon the strength of the intellectual property rights represented and the
ability to obtain same.  Depending on the type of rights, the Company competes
against individuals, agencies, universities, corporations and

                                      -4-
<PAGE>

attorneys. The Company believes that the creative capabilities of RefacDesign
give it a distinct advantage in licensing programs that involve product
development.

Manufacturing and Marketing of Consumer Products
------------------------------------------------

     In September 1999, the Company formed Refac Consumer Products, Inc. ("RCP")
to develop and market a line of proprietary consumer electronics products and
also acquired Funatik Inc. which was subsequently merged into RCP.

     RCP's product line, which will be manufactured in Asia, has been developed
in-house by RefacDesign and includes a MTV(TM) branded Digital Radio, Clock
Radio, CD Player, Standard and Neckphones(TM) Headphones, Scooter Radio, FM Scan
Radio, Beach Radio and Shower Radio; a Volkswagen New Beetle(TM) branded travel
clock, clock radio and sport radio; a Refac(TM) branded Emergency Handcranked
Radio with Beacon, Sonica(TM) Universal Voice Activated Remote Control, Digital
Radio and Shower, Bath and Spa Stereo.

     In November 2000, the Company signed a licensing agreement with Pennzoil-
Quaker State Company to develop a line of automotive-related consumer products
under the Pennzoil(R) brand. The license includes cleaning products such as
squeegees, chamois, and auto vacuums; electronic auto ionizers and/or air
purifiers; maintenance accessories such as tire gauges and air pumps; tools such
as ratchets, sockets and wrenches; and safety items such as mini-flashlights,
electronic lock de-icers, anti-theft steering wheel clamps, portable radios, and
FRS (Family Radio Service) devices.

     During the year, RCP experienced, and overcame, manufacturing challenges
that delayed the market introduction of the products that it had exhibited at
the 2000 Consumer Electronics Show. The MTV product line was introduced at the
January 2001 Consumer Electronics Show.  RCP is now marketing this product line
as well as its New Beetle and Refac branded products to music retailers,
electronic retailers, toy retailers and department stores.

Government Regulations
----------------------

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

Employees
---------

     As of December 31, 2000, the Company had a total of 63 full time employees.

                                      -5-
<PAGE>

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, 2000 is set
forth in Note 7 of the Notes to the Company's Consolidated Financial Statements
found on pages 25 and 26 of the Company's 2000 Annual Report to Stockholders,
which pages are 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
-------------------

     In May 1999, the Company relocated its corporate headquarters and creative
studios to a newly constructed facility encompassing approximately 30,000 square
feet.  These premises, which are located at The Hudson River Pier, 115 River
Road, Edgewater, New Jersey, are occupied and used as the corporate offices and
creative studios for the  Company and its domestic subsidiaries, other than
Refac Financial Corporation ("RFC").  The lease for these new premises
terminates in November 2009 and the Company has two successive five-year renewal
options.

     In connection with this relocation, the Company terminated, without
liability,  its lease for its corporate offices in New York City and subleased
the offices and studio previously occupied by Refac HumanFactors-ID (10,000
square feet located at 575 Eighth Avenue, New York, New York) for the remaining
term of the lease. In February 2000, Refac David Morris Creative (acquired in
November 1999) also relocated to this facility and terminated its Jersey City,
New Jersey lease encompassing 3,000 square feet without any liability.  In
October 2000, RL also relocated its operations to the corporate headquarters and
creative studios and terminated, without liability, its lease for approximately
1,450 square feet in Southport, Connecticut.

     RFC 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 Shareholder. On December 20, 1999, a claim was brought against
         -------------------
the Company, as a nominal defendant, and certain of its directors in the Supreme
Court of the State of New York, New York County, by a shareholder purporting to
state claims against the Company and certain members of the Company's board of
directors for breach of fiduciary duty and waste arising out of a Stock
Repurchase Agreement and a Retirement Agreement entered into in December 1996
between the Company and its then Chairman and Chief Executive Officer, Eugene
Lang. On February 16, 2001, the Court entered a memorandum decision and order
granting the motion of the defendant directors and the Company to dismiss the
complaint in its entirety. A judgment to that effect was entered on February 26,
2001. Plaintiff has filed a notice of appeal.

                                      -6-
<PAGE>

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, 2000.

Executive Officers of the Registrant
------------------------------------

     Information with respect to the executive officers of the Registrant is set
forth below.

     Under the by-laws of the Registrant, each executive officer holds office
from his election until the Board of Directors' meeting after the Annual Meeting
of Shareholders next following his election or until his successor is elected
and qualified, or his earlier death, resignation or removal by the Board.

     There are no family relationships between any of the executive officers of
the Registrant nor were there any special arrangements or understandings
regarding the selection of any officer.
<TABLE>
<CAPTION>

                                             Served in Such
                                           Position or Office
Name                                   Age  Continually Since     Position (1)
-------------------------------------  ---  -----------------  ----------------------------------------
<S>                                    <C>                     <C>

Robert L. Tuchman                       58      1991           Chairman, President, Chief Executive
                                                               Officer and General Counsel (2)

Bert D. Heinzelman                      46      2000           Senior Vice President (3)

Raymond A. Cardonne, Jr.                34      1997           Vice President, Chief Financial Officer,
                                                               Treasurer, and Secretary (4)
</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 or her successor.  However, the
     Company's Board of Directors has the discretion to replace officers at any
     time.

(2)  Mr. Tuchman succeeded Eugene M. Lang as 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 1, 1991
     until January 6, 1997, Mr. Tuchman served as the Company's President and
     Chief Operating Officer. From May 1994 to March 1997 he held the position
     of Treasurer of the Company.

                                      -7-
<PAGE>

(3)  Mr. Heinzelman became Chief Executive Officer of the Company's Creative
     Consulting Group which now operates under the name of RefacDesign in
     November 2000.  In March 2000, he became  Senior Vice President of Refac.
     From December 1998 until November 2000, he served as the President of the
     Company's Product Development Group (which then operated under the name
     Refac HumanFactors-ID) and its Chief Executive Officer from May 1999.  Mr.
     Heinzelman served as a Vice President of Human Factors Industrial Design,
     Inc. from 1985 through its acquisition by the Company in November 1997, and
     until it was merged into the Company's wholly owned subsidiary, Refac
     International, Ltd., on December 31, 1998.

(4)  Mr. Cardonne became Chief Financial Officer and Treasurer of the Company in
     August 2000.  He has served as Secretary of the Company since November 1998
     and as Vice President responsible for the licensing and commercialization
     of technologies since December 1997.  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.


                              PART II
                              -------

Item 5.  Market for the Company's Common Stock and Related Stockholder Matters
------------------------------------------------------------------------------

     The Company had 656 stockholders of record as of March 22, 2001.  Other
information required by this item is included on page 28 of the Company's Annual
Report to Stockholders for the year ended December 31, 2000, which page is
hereby incorporated by reference.

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

     The information required by this item is included on page 28 of the
Company's Annual Report to Stockholders for the year ended December 31, 2000,
which page is hereby incorporated.

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, 2000,
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,
2000, 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 Registrant
-----------------------------------------------------------

     The information required by this item, except for certain information
regarding executive officers included in Part I of this report, is included on
pages 4 and 5 in the Company's definitive Proxy Statement in connection with the
Annual Meeting of Stockholders to be held on May 11, 2001 and is hereby
incorporated herein by reference.

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

     The information required by this item is included on page 7 in the
Company's definitive Proxy Statement in connection with the Annual Meeting of
Stockholders to be held on May 11, 2001 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 and 3 in the
Company's definitive Proxy Statement in connection with the Annual Meeting of
Stockholders to be held on May 11, 2001 and is hereby incorporated herein by
reference.

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

     The information required by this item is included on page 6 and pages 8
through 10 in the Company's definitive Proxy Statement in connection with the
Annual Meeting of Stockholders to be held on May 11, 2001 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, 2000, which is
hereby incorporated by reference.

                                      -9-
<PAGE>

(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, 2000, 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.

                                      -10-
<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



Dated: March 22, 2001         /s/ Robert L. Tuchman
                              -----------------------------------------
                              Robert L. Tuchman, President, Chief
                              Executive Officer and General Counsel


   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 22, 2001                /s/ Robert L. Tuchman
                              -----------------------------------------
                              Robert L. Tuchman, President, Chief Executive
                              Officer, General Counsel and Director
                              (Principal Executive Officer)


March 22, 2001                /s/ Raymond A. Cardonne, Jr.
                              -----------------------------------------
                              Raymond A. Cardonne, Jr., Chief Financial Officer,
                              Vice President, Treasurer and Secretary
                              (Principal Financial Officer)


March 22, 2001                /s/ Neil R. Austrian
                              -----------------------------------------
                              Neil R. Austrian, Director


March 22, 2001                /s/ Robin L. Farkas
                              -----------------------------------------
                              Robin L. Farkas, Director


March 22, 2001                /s/ Bert D. Heinzelman
                              -----------------------------------------
                              Bert D. Heinzelman, Director

                                      -11-
<PAGE>

                                  Signatures
                                  ----------
                                  (Continued)



March 22, 2001                /s/ Clark A. Johnson
                              -----------------------------------------
                              Clark A. Johnson, Director


March 22, 2001                /s/ Mark N. Kaplan
                              -----------------------------------------
                              Mark N. Kaplan, Director


March 22, 2001                /s/ Herbert W. Leonard
                              -----------------------------------------
                              Herbert W. Leonard, Director


March 22, 2001                /s/ Ira T. Wender
                              -----------------------------------------
                              Ira T. Wender, Director

                                      -12-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit No.                         Exhibit
-----------                         -------

  3(a)    Restated Certificate of Incorporation and Certificate of
          Amendment thereto.  Incorporated by reference to the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, SEC
          file number 0-7704.

  3(b)    The By-laws of the Company.  Incorporated by reference to Exhibit
          3 to the Company's Annual Report on Form 10-K for the year ended
          December 31, 1997, SEC file number 0-7704.

10 (a)    Amended and Restated Employment Agreement dated December 13, 1996
          between the Company and Robert L. Tuchman (the "Tuchman Employment
          Agreement"). Incorporated by reference to Exhibit 10 to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1996, SEC
          file number 0-7704.

10 (b)    Amendment, dated January 20, 1999, extending the term of the Tuchman
          Employment Agreement is incorporated herein by reference to Exhibit 10
          (b) to the Company's Annual Report on Form 10-K for the year ended
          December 31, 1998.

10 (c)    1998 Stock Incentive Plan. Incorporated by reference to Exhibit A to
          the Company's Proxy Statement for its 1998 Annual Meeting of
          Stockholders, SEC file number 0-7704.

10 (d)    1990 Stock Option and Incentive Plan. Incorporated by reference to
          Exhibit A to the Company's Proxy Statement for its 1990 Annual Meeting
          of Stockholders, SEC file number 0-7704.

13.       2000 Annual Report to Stockholders of the Company.*

21.       List of subsidiaries of the Company.*

23.       Consent of Grant Thornton LLP. *
_____________________

*  Filed herewith.

                                      -13-