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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): February 16, 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 February 16, 2010, ID Research Pty Ltd (IDR) of Ballarat, Victoria,
Australia (the parent company of iGlass Pty Limited, also developer and
licensor of iGlass(tm)) announced that they acquired a non-exclusive
license which grants iGlass the worldwide right to manufacture and
sell suspended particle device (SPD) emulsion and film to end-product
licensees of Research Frontiers, and also grants iGlass the right to
manufacture and sell SPD-Smart architectural end-products in Australia,
New Zealand and South Africa.
This license provides for a 15% royalty to Research Frontiers on sales
of licensed SPD-Smart architectural products including windows, doors,
skylights, atria, partitions and curtainwalls. The minimum annual royalties
and other license terms were not disclosed.
The license follows a $1.5 million grant to iGlass from the Government of
Victoria's Science Agenda (VSA) Investment Fund for "Electro Responsive
Material Coatings for Switchable Automotive Tinted Glass." In discussing this
and other productivity and sustainability projects funded by the VSA, Acting
Innovation Minister Tim Holding noted, "We are committed to supporting and
encouraging innovation that drives Victoria's economy. Through the $145 million
VSA, we're investing in projects that boost the state's capacity to turn new
ideas and technologies into valued products, services and solutions."
SPD-SmartGlass transforms widely used products-windows, sunroofs and more-
into products that instantly and precisely control the amount of light, glare
and heat entering a room or vehicle. SPD-SmartGlass is tunable to an infinite
number of light transmission states regardless of window size, and it easily
accommodates individual shading and privacy preferences using control devices
ranging from basic dimmer switches to those integrated into intelligent control
systems used in buildings or vehicles.
SPD technology is exceptionally adaptable and can address many of the most
complex light-control needs. SPD-Smart products can be produced in flat or
curved configurations, with glass or lightweight plastic as their substrates,
and in standard or custom shapes. They are available today for new, replacement
and retrofit projects. These unequalled performance characteristics offer users
a distinctive combination of sophisticated elegance, increased security, noise
reduction, protection from harmful ultraviolet light, and increased energy
efficiency through daylight harvesting and control over solar heat gain.
"We have been closely connected to the smart glass industry for the last 7
years because iGlass is a manufacturer of polymer dispersed liquid crystal
(PDLC) film," commented Dr. Johnny Pak, CEO of iGlass. "We are seeing
substantial interest for smart glass products that offer rapidly adjustable
shading and flexibility in terms of products designs - characteristics that
are uniquely met with Research Frontiers' SPD technology. As a result of this,
last year we began our development work using SPD emulsion purchased from
Research Frontiers licensee DIC Corporation in Japan, and are now on an
aggressive timetable to begin production as soon as possible."
Dr. Pak continued: "We have also been working directly with customers,
including those in the automotive industry, and received an investment of
$1.5 million from the Government of Victoria to upgrade and modify our factory
to produce SPD light-control film. We also recently signed an international
distribution agreement that greatly increases the scope of our sales and
customer support system in Europe and North America. We're very excited to
leverage our production expertise and expanded distribution network to
satisfy the growing customer-driven demand we are witnessing for SPD
technology."
"The addition of iGlass to the SPD infrastructure extends the trend of
organizations with global reach devoting substantial resources to the
emerging SPD industry," noted Joseph M. Harary, President and CEO of
Research Frontiers Inc. "iGlass is highly regarded internationally, and
its products are already being used by some of our licensees. With the
addition of iGlass as an SPD-Smart light control film producer, they join
current film supplying licensees Hitachi Chemical in Japan, and Isoclima
in Italy. They also can service the growing number of requests for SPD-Smart
end-products that we have been receiving from their home country of Australia,
as well as neighboring New Zealand and South Africa. We are very pleased that
they have the support of the Government of Victoria and heartily welcome them
to the growing family of Research Frontiers licensees."
About ID Research Pty Ltd. ("iGlass")
iGlass is a manufacturer of "smart" films, and end-products using those
films. Headquartered in Ballarat, Victoria (Australia), the company currently
produces polymer dispersed liquid crystal (PDLC) film and finished PDLC
products for customers in most of the world's developed regions. Existing
applications of iGlass products include architectural, automotive,
transportation, marine and other uses such as media. Additional information
about iGlass is available at http://www.iglass.biz and www.iglass-usa.com.
The foregoing description of the license agreement with ID Research Pty 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 10.53 to
this Current Report on Form 8-K and incorporated herein by reference.
The parties issued a press release about the foregoing dated
February 16, 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 February 8, 2010 between
Research Frontiers Incorporated and ID Research Pty 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 February 16, 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: February 16, 2010
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President