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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): December 14, 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 December 14, 2010, Diamond Sea-Glaze Manufacturing Ltd. of Canada announced
that it has acquired a non-exclusive license from Research Frontiers Inc.
(Nasdaq:REFR) to manufacture and sell SPD-Smart marine windows and other
products worldwide.
The non-exclusive worldwide license provides for a 15% royalty to
Research Frontiers on sales of licensed SPD-Smart products including
windows, hatches, doors and partitions. The minimum annual royalties
and other license terms were not disclosed.
"Diamond Sea Glaze's marine glazings are used throughout the world on
boats ranging from government and commercial vessels, to pleasure boats
and yachts," said Dave Bockhold, CEO of DSG. "Many of our customers are
now asking for products that provide advanced lightcontrol,and we have been
working with a major yacht manufacturer as our first launch customer for
SPD-Smart windows. Our evaluation indicates that SPD-Smart technology can
exceed the demanding needs of our customers due to its extraordinary ability
to quickly adjust its tint to any desired level, including very dark states
that can exceed 99.5% light-blockage. We anticipate that marketing activities
with this new product will begin early in the second quarter of 2011 with
integration into our launch customer's megayacht product line later in
the year."
Joseph M. Harary, President and CEO of Research Frontiers Inc., noted:
"DSG is a world leader in the manufacturing of marine closures and glass
products, and we are very pleased they now will offer the world's highest-
performing dynamic glazing technology to their customers. SPD-Smart
technology is very well-suited for the marine environment. A typical yacht
can use as many as five different types of fixed-tint glass to achieve
privacy in the staterooms, preserving views in the living and dining rooms,
and heat blockage in the pilot rooms and other areas. Right now, naval
architects and yacht designers must compromise performance in each area through
use of conventional glass. However, with the introduction of SPD-SmartGlass
technology,performance and aesthetics can be maximized."
SPD-Smart technology offers the widest dynamic range of light control. It
also provides full-time protection from harmful UV radiation, as well as
high levels of heat control. This protects artwork, furnishings and the
interiors, passengers and crew of vessels. Also, because lighting
conditions and reflected glare off of the water is constantly changing as
boats move and change course, it is also important to have windows that
can dynamically manage these changing conditions to maximize passenger
comfort, control glare and preserve views. Only SPD-Smart technology can
provide this "real-time" solution due to its ability to react instantly.
SPD-Smart light-control film technology transforms widely used products -
windows, skylights, curtainwalls, partitions, sunroofs and more - into
products that allow users to instantly and precisely control the light,
glare and heat entering a building or vehicle. It is instantly tunable to
an infinite number of light transmission states regardless of window size,
and easily adapts to individual preferences using control devices ranging
from basic dimmer switches and photosensors to those that are integrated
into a building's or vehicle's intelligent control system.
These unequalled performance characteristics help optimize energy savings
and human comfort. SPD-Smart technology offers many other desired benefits
such as increased security, noise reduction, protection from harmful
ultraviolet light and the potential for aesthetically distinctive designs.
Additional information about SPD-Smart windows and other products can be
found at www.SmartGlass.com.
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 10.54 to
this Current Report on Form 8-K and incorporated herein by reference.
The parties issued a press release about the foregoing dated
December 14, 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.
10.54 License Agreement effective as of December 13, 2010 between
Research Frontiers Incorporated and Diamond Sea-Glaze Manufacturing
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 December 14, 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: December 14, 2010
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President