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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): January 25, 2010
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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 January 25, 2010, Vision Systems of Brignais, France announced that it has
acquired a non-exclusive license from Research Frontiers Inc. (Nasdaq:REFR) to
manufacture and sell in all countries of Europe SPD-Smart products for
aircraft, trains, recreational vehicles, busses, trucks, mobile cranes
and construction vehicles.
The license provides for a 15% royalty to Research Frontiers on sales of
licensed SPD-Smart products including windows, partitions, cabin dividers,
sunroofs and shades. The minimum annual royalties and other license terms
were not disclosed.
When integrated with transportation vehicle and aircraft window products,
SPD-Smart film gives users the ability to rapidly, precisely and uniformly
control the amount of light, glare and heat entering the vehicle. SPD-Smart
products can be optically clear, block over 99.5% of visible light, and
are tunable manually or automatically to any level of light transmission
between clear and dark. All of this is done instantly and uniformly
regardless of the size of the window - advantages that other smart window
technologies, such as liquid crystals or electrochromics, cannot offer.
Due to its ability to block heat as well as visible light, SPD-SmartGlass(tm)
can reduce vehicle interior heat build-up. These eco-friendly products also
can reduce the size of air conditioning systems and thus save weight and fuel.
In addition, they are automatically in the most energy efficient, heat-blocking
state when the engine is off, which results in the aircraft or vehicle being
cooler when not in use and upon the entering of operators or passengers. They
provide greater security due to on-demand privacy capability, increase
passengers' comfort, and protect passengers and interiors from heat and harmful
ultraviolet radiation. SPD-Smart technology empowers users by offering rapid,
real-time control over the environment to suit one's preference or requirements.
Catherine Robin, Senior VP for Business Development of Vision Systems commented:
"Our products are focused on innovation and are designed to ensure competitive
advantage to all our customers both on value and quality performance. We have
been receiving an increasing number of client requests regarding combined
solutions for solar protection, and the time has come to incorporate SPD-Smart
film into our product line to make it smarter and in order to achieve our
clients' expectations. Vision Systems is well known in the Aeronautic and
Automotive fields and is a qualified first-tier supplier. Our mission is to
be 'Architects of Innovations' and SPD technology supports this very well."
Joseph M. Harary, President and CEO of Research Frontiers, noted: "In 2009, the
SPD industry's supply chain infrastructure experienced a steady stream of
important developments from large multinational companies licensed by Research
Frontiers, such as Hitachi Chemical's announcement that they commenced
mass-production of wide-width SPD film at a new production facility. We
are extremely pleased that Vision Systems is adopting SPD technology for use
in their impressive product lines across multiple industries. Their becoming
involved with our high-performing SPD-Smart light-control technology continues
this trend of ever-larger resources being devoted in our growing industry,
and of SPD-Smart technology becoming the smart glass of choice."
The foregoing description of the license agreement with Vision Systems
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 10.52 to
this Current Report on Form 8-K and incorporated herein by reference.
The parties issued a press release about the foregoing dated
January 25, 2010 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.
10.52 License Agreement effective as of January 25, 2010 between
Research Frontiers Incorporated and Vision Systems 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 January 25, 2010.
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: January 25, 2010
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President