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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): June 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 7.01 Regulation FD Disclosure
On June 15, 2009, Research Frontiers Inc., Smart Glass International
Ltd. (SGI) and Schott Group announced the expansion of their
SPD-SmartGlass business internationally as noted in the press
release attached to this report as an exhibit and excerpted
below:
SmartGlass International Ltd. (SGI), a licensee
of Research Frontiers Inc. entered into an
agreement with Research Frontiers to expand the geographic
territory where it can offer its line of SPD-SmartGlass(tm)
architectural products that includes windows, doors, solar
shading screens, curtainwalls, skylights and roof-lites. Under
this agreement, SGI can now sell these products worldwide
outside of North America.
As part of this expansion of their agreement with Research
Frontiers, SmartGlass International and the SCHOTT Group
also have announced an agreement granting SCHOTT the right
to sell SGI's SPD-SmartGlass products worldwide, except in
North America. Sales in the United Kingdom and Ireland where
SGI currently has manufacturing and sales offices will continue
to be handled by SGI. A similar partnership has been in place
for SGI's LC SmartGlass (liquid crystal privacy glass) that has
successfully leveraged SGI's production capabilities and
SCHOTT's worldwide sales and distribution network. With
today's announcements, both companies are expanding the
scope of their operations to the next level by planning to offer
high-performing SPD-SmartGlass products and their many
benefits to the international market.
SPD-SmartGlass transforms widely used products - windows,
skylights, sunroofs and more - into products that instantly and
precisely control the light, glare and heat entering a room or
vehicle. SPD-SmartGlass 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-saving daylight harvesting benefits and
many other desired outcomes such as increased security, noise
reduction and protection from harmful ultraviolet light.
This partnership allows both companies to capitalize on their
impressive assets and strengths to expand and fill the growing
demand for SPD-SmartGlass. SmartGlass International is a
leading worldwide manufacturer of electronically switchable
glass supplied to the commercial, hospitality, healthcare,
transport and security, industrial, exhibition and residential
sectors. SGI's product offering encompasses a wide range of
glass and plastic configurations and the company has distinctive
competencies with smart glass products that are curved, colored,
fire rated, plastics, anti-reflective, anti-X-ray and
impact-resistant. SGI also offers projection screens that use
smart glass and products that have touch screen capability.
SmartGlass International provides extensive installation training
and service, and is known for its commitment to product quality
and customer service.
In business for 125 years, SCHOTT is a world leader in the
specialty glass industry. SCHOTT will bring its extensive
infrastructure of sales, distribution and service - including over
50 sales offices spanning 125 countries - to SmartGlass
International and its award-winning SPD-Smart product line.
Together, these two companies represent one of the strongest
partnerships ever formed for the sale of smart glass for
architectural applications.
SmartGlass International enjoys a global reputation as a highly
capable, customer-focused provider of advanced glazings. The
company has been rapidly moving towards today's
announcements with a systematic expansion in resources,
facilities, production capacity and product development. In
February 2008, SGI nearly tripled its smart glass production
capacity by moving to a 20,000 square foot factory capable of
producing over 400,000 square feet of smart glass per year. This
new plant includes state-of-the-art lamination, glass fabrication,
quality control and shipping facilities, and a showroom. The
company has experienced significant sales growth and expects
higher sales growth in its current fiscal year which began on
May 1, 2009. Because of this, SmartGlass International plans to
increase the size of its factory by an additional 15,000 square
feet during the coming year.
John Browne, Managing Director of SmartGlass International,
noted: "The global glass industry is entering a new era where
high-performing smart glass products will satisfy longstanding
market needs and new ones ranging from energy efficiency to
distinctive aesthetics. There is unquestionably a rapidly growing
demand for smart glass and our company is committed to
achieving a global leadership position in the industry. The move
to our new factory, our agreement with Research Frontiers, and
the concurrent expansion of our sales and distribution agreement
with SCHOTT, reflect our strong belief that SPD-SmartGlass is
a strategically-important technology offering tremendous
functionality and other benefits to the user with excellent sales
potential."
Joseph M. Harary, President and Chief Executive Officer of
Research Frontiers, commented: "The growth of SmartGlass
International's smart glass business over the years reflects their
vision, dedication of resources, and competency. Their
SPD-SmartGlass sales and distribution agreement with
SCHOTT and its worldwide coverage and reputation for
advanced glass products, along with SGI's newly expanded
manufacturing facilities, represents a formidable combination
that will bring the benefits of SPD-SmartGlass to a wider
geographic area to better serve the world's needs for advanced
SPD-SmartGlass."
The Press Release is attached hereto as an exhibit
and is also available on the Company's web site at www.SmartGlass.com.
This report and the press release referred to hereing 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 this report.
The information in this Form 8-K or the press release filed as an
exhibit hereto 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.
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
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President
Dated: June 15, 2009