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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 27, 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 September 27, 2010, Research Frontiers Incorporated issued a
press release announcing that it had raised $825,000 in gross
proceeds from the sale of 194,118 shares of common stock, and
warrants expiring September 30, 2015 to purchase 38,824 shares of
common stock at a warrant exercise price of $6.25 per share pursuant
to its outstanding shelf registration statement on Form S-3
(Registration No.333-159093) that was declared effective by
the Securities and Exchange Commission on May 28, 2009. This follows
an announcement on September 17, 2010 by Research Frontiers that it
had raised $2.5 million in gross proceeds from the sale of 641,026
shares of common stock, and warrants expiring September 30, 2015 to
purchase 128,205 shares of common stock at a warrant exercise price
of $6.25 per share pursuant to its outstanding shelf registration
statement on Form S-3 (Registration No.333-159093) that was declared
effective by the Securities and Exchange Commission on May 28, 2009.
The information contained in the press release dated
September 27, 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.
On September 27, 2010, Research Frontiers Incorporated filed the
prospectus supplement relating to the issuance and sale of the above
securities with the Securities and Exchange Commission.
In connection with that filing,Research Frontiers is filing the
related form of Subscription Agreement and Warrant Agreement
that the Company entered into with the purchasers as Exhibits
to this current report on Form 8-K.
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 this Form 8-K 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.
1.1 Form of Subscription Agreement dated September 24, 2010.
1.2 Form of Warrant Agreement.
99.1 Research Frontiers Press Release dated September 27, 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: September 27, 2010
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President