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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 15, 2009
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RESEARCH FRONTIERS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9399 11-2103466
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
240 CROSSWAYS PARK DRIVE
WOODBURY, NEW YORK 11797-2033
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On September 15, 2009 at the Frankfurt International Motor Show,
Pilkington Group Limited announced that it has acquired a new
license from Research Frontiers Inc. (Nasdaq:REFR) to offer
SPD-Smart automotive end-products globally. Research Frontiers
is the developer and licensor of patented VaryFast
SPD-Smart light-control film technology.
This license represents a significant expansion of Pilkington's SPD
business. In 2004, Pilkington acquired a license from Research
Frontiers to work with SPD technology to make laminated
SPD-SmartGlass panels. During this development phase, Pilkington
gained lamination expertise and also worked extensively with
customers to co-develop SPD-Smart products that meet the needs
and specifications of the automotive industry. With this new license,
Pilkington now has the ability to offer SPD-Smart end-products
including sunroofs, glass roof panels, adaptive sunvisors
incorporated into a vehicle's windscreen, and side and rear
windows.
SPD-Smart automotive products are instantly tunable manually or
automatically to any level of light transmission between clear and
extremely dark - blocking more than 99.5% of incoming visible
light. Due to its ability to block heat as well as visible light,
SPD-SmartGlass can reduce vehicle interior heat build-up and thus
cooling requirements. These eco-friendly products could also reduce
the size of air conditioning systems and thus save weight, fuel and
reduce CO2 emissions. Also, because they are in the most energy
efficient state when the engine is off, the vehicle is cooler upon
entering.
In addition to light, glare and heat control, SPD-Smart automotive
products provide greater security due to their on-demand privacy
capability, and protect passengers and interiors from harmful
ultraviolet radiation. Award-winning SPD-Smart technology offers
exceptionally innovative design opportunities and empowers users
by providing rapid, real-time control over the environment to suit
one's preference or requirements.
The worldwide non-exclusive license grants Pilkington the right to
manufacture and sell SPD-Smart automotive glass products
globally. As part of the NSG Group, Pilkington is one of the world's
leading manufacturers of glass and glazing systems.
Speaking from the floor of the Frankfurt Motor Show, Joseph M.
Harary, President and Chief Executive Officer of Research Frontiers
Inc., noted: "Pilkington and their parent company, NSG Group, are
among the most successful glass companies in the world, and have
considerable experience in all types of high-end and functional glass
products, including smart glass. They have a long and stellar history
of bringing new and practical innovations to the glass industry and
to their customers. Research Frontiers has invested over $75 million
to develop high-performance light control with our SPD-Smart film
technology. With Pilkington's addition to our extensive list of
licensees around the world, Research Frontiers' patented
SPD-Smart light-control technology has now been licensed to
virtually every major glass company in the world for the production
of environmentally-friendly end-products."
"Our SPD teams in the UK, Germany, Japan and the US have been
working closely and intensely with Research Frontiers and our lead
OEM customer to introduce SPD-Smart end-products to the global
automotive market," commented Anthony R. Shaw, Vice President
Technology Automotive for Pilkington. "SPD technology is a
high-performing technology that offers many distinctive
performance, safety, comfort and energy-saving benefits desired by
OEMs and their customers. We see exciting opportunities ahead in
the very near future."
The worldwide license provides for a 10% royalty payable to Research Frontiers
on sales of licensed products. Other license provisions,including fees and
minimum annual royalties payable to Research Frontiers, were not disclosed.
The foregoing description of the license agreement with Pilkington Group Ltd.
does not purport to be complete and is qualified in its entirety by reference
to the License Agreement, a copy of which is attached as Exhibit 10.51 to
this Current Report on Form 8-K and incorporated herein by reference.
The parties issued a press release about the foregoing dated
September 15, 2009 is incorporated herein by reference and filed as
Exhibit 99.1 hereto. A copy of this press release is available on
the Company's website at http://www.SmartGlass.com.
The press release may include statements that may constitute
"forward-looking" statements as referenced in the Private
Securities Litigation Reform Act of 1995. Those statements usually
contain words such as "believe", "estimate", "project", "intend",
"expect", or similar expressions. Any forward-looking statements are
made by the Company in good faith, pursuant to the safe-harbor
provisions of the Act. These forward-looking statements reflect
management's current views and projections regarding economic
conditions, industry environments and Company performance. Factors,
which could significantly change results, include but are not
limited to: sales performance, expense levels, competitive activity,
interest rates, changes in the Company's financial condition and
several business factors. Additional information regarding these
and other factors may be included in the Company's quarterly 10-Q
and 10K filings and other public documents, copies of which are
available from the Company on request. By making these
forward-looking statements, the Company undertakes no obligation
to update these statements for revisions or changes after the
date of the press release.
The information in the press release shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934,
nor shall they be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.51 License Agreement effective as of September 10, 2009 between
Research Frontiers Incorporated and Pilkington Group Ltd.
filed herewith with portions of this document omitted pursuant to the
Registrant's request for confidential treatment and filed separately with the
Securities and Exchange Commission, and incorporated herein by reference.
99.1 Press Release dated September 15, 2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESEARCH FRONTIERS INCORPORATED
Dated: September 15, 2009
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President