SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RESEARCH FRONTIERS INCORPORATED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fees paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 13, 2002
To the Stockholders of Research Frontiers Incorporated:
Notice is hereby given that the Annual Meeting of
Stockholders of Research Frontiers Incorporated (the
"Company") will be held at the Fox Hollow Inn, 7725 Jericho
Turnpike, Woodbury, New York 11797, on June 12, 2003 at
11:00 A.M., local time, for the following purposes:
1. To elect one Class I director;
2. To ratify the selection of KPMG LLP as independent
auditors of the Company for the fiscal year ending December
31, 2003;
3. To adopt an amendment to the Research Frontiers
Incorporated 1998 Stock Option Plan which has been approved
by the Board of Directors of the Company to increase the
number of shares which may be issued upon the exercise of
options and other awards granted under the 1998 Stock Option
Plan by 600,000 shares of Common Stock of the Company; and
4. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
April 21, 2003 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the meeting or
any adjournments thereof.
Management requests all stockholders to sign and date the
enclosed form of proxy and return it in the postage paid, self-
addressed envelope provided for your convenience. Please do
this whether or not you plan to attend the meeting. Should you
attend, you may, if you wish, withdraw your proxy and vote
your shares in person.
By Order of the Board of Directors,
VICTOR F. KEEN, Secretary
Woodbury, New York
April 30, 2003
RESEARCH FRONTIERS INCORPORATED
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held Thursday, June 12, 2003
This Proxy Statement is furnished by the Board of
Directors of Research Frontiers Incorporated (the "Company")
in connection with the solicitation of proxies to be voted at the
Annual Meeting of Stockholders which will be held at the Fox
Hollow Inn, 7725 Jericho Turnpike, Woodbury, New York
11797, on June 12, 2003, at 11:00 A.M., local time, and all
adjournments thereof.
Any stockholder giving a proxy will have the right to
revoke it at any time prior to the time it is voted. A proxy may
be revoked by written notice to the Company, Attention:
Secretary, by execution of a subsequent proxy or by attendance
and voting in person at the Annual Meeting of Stockholders.
Attendance at the meeting will not automatically revoke the
proxy. All shares represented by effective proxies will be voted
at the Annual Meeting of Stockholders, or at any adjournment
thereof. Unless otherwise specified in the proxy, shares
represented by proxies will be voted (i) for the election of the
nominee for director listed below, (ii) for the ratification of the
selection of the independent auditors, and (iii) for adoption of
the proposed amendment to the Company's 1998 Stock Option
Plan. The cost of proxy solicitations will be borne by the
Company. In addition to solicitations of proxies by use of the
mails, some officers or employees of the Company, without
additional remuneration, may solicit proxies personally or by
telephone. The Company will also request brokers, dealers,
banks and their nominees to solicit proxies from their clients,
where appropriate, and will reimburse them for reasonable
expenses related thereto.
The Company's executive offices are located at 240
Crossways Park Drive, Woodbury, New York 11797-2033. On
or about April 30, 2003 this Proxy Statement and the
accompanying form of proxy together with a copy of the Annual
Report of the Company for the year ended December 31, 2002,
including financial statements, are to be mailed to each
stockholder of record at the close of business on April 21, 2003.
VOTING SECURITIES
Only stockholders of record at the close of business on
April 21, 2003 are entitled to vote at the meeting. As of April
21, 2003, the Company had issued and outstanding and entitled
to vote 12,251,879 shares of common stock, par value $0.0001
per share (the "Common Stock"), the Company's only class of
voting securities outstanding. Each share of Common Stock
entitles the holder thereof to one vote. The majority of all the
outstanding shares of Common Stock will constitute a quorum
at the meeting. A shareholder voting either in person or through
a proxy who abstains with respect to a matter being voted upon
is considered to be present and entitled to vote on such matter at
the meeting, and is in effect a negative vote upon such matter,
but a shareholder (including a broker) who does not give
authority to a proxy to vote, or withholds authority to vote, on a
matter shall not be considered present and entitled to vote on the
matter.
The following table sets forth certain information with
respect to those persons or groups known to the Company who
beneficially own more than 5% of the Company's Common
Stock, and for all directors and executive officers of the
Company individually and as a group.
Total Exercisable
Beneficial Warrants Percent
Name of Beneficial Owner Ownership(1) and Options of Class
Robert L. Saxe . . . . . . . . . . . . . . . . 1,572,003(2) 1,158,975 11.73
c/o Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, NY 11797
Joseph M. Harary . . . . . . . . . . . . . . . 640,174(3) 563,300 5.00
Robert M. Budin. . . . . . . . . . . . . . . . 219,375 188,875 1.76
Victor F. Keen . . . . . . . . . . . . . . . . 160,860 55,000 1.31
Albert P. Malvino. . . . . . . . . . . . . . . 69,595 7,500 0.57
Michael R. LaPointe. . . . . . . . . . . . . . 56,584(4) 55,000 0.46
All directors and officers
as a group (6 persons) 2,718,591(5) 2,028,650 19.04
----------------------------------
(1) All information is as of April 21, 2003 and was determined
in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 based upon information furnished
by the persons listed or contained in filings made by them
with the Securities and Exchange Commission or otherwise
known to the Company. Unless otherwise indicated,
beneficial ownership disclosed consists of sole voting and
dispositive power. Shares of Common Stock of the
Company acquired by officers, directors and employees
through the exercise of stock options or otherwise are
subject to restrictions on their transfer, including
restrictions imposed by applicable securities laws, as well
as additional restrictions imposed by the Company in
accordance with written agreements and policy statements.
(2) Includes (i) 2,687 shares of Common Stock owned by Mr.
Saxe's wife, Marie Saxe; (ii) 69,838 shares owned by a
trust u/w Leonard S. Saxe for which Mr. Saxe serves as a
co-trustee, and has a beneficial interest in one-half of the
income from such trust; and (iii) 11,250 shares of Common
Stock owned by a trust for the children of the late George
Backer and certain others for which Mr. Saxe serves as sole
trustee. Mr. Saxe disclaims beneficial ownership to all
securities described in items (i) and (iii) above.
(3) Includes 600 shares of Common Stock owned by Mr.
Harary's minor children, as to which shares Mr. Harary
disclaims beneficial ownership.
(4) Includes 723 shares of Common Stock owned by Mr.
LaPointe's wife, as to which shares Mr. LaPointe disclaims
beneficial ownership.
(5) Includes the securities described above in footnotes (2)
through (4).
ELECTION OF DIRECTORS
(Item 1)
Pursuant to the Company's By-Laws, five Directors
constitute the entire Board of Directors of the Company. The
Board of Directors is divided into three classes, as nearly equal
in number as possible. Each class serves three years, with the
terms of office of the respective classes expiring in successive
years. The term of office of the director in Class I expires at the
2003 Annual Meeting of Stockholders. The Board of Directors
proposes that the nominee described below be elected to hold
office for a three-year term expiring at the 2006 Annual Meeting
of Stockholders, and until the election and qualification of his
respective successor. If no other choice is specified in the
accompanying proxy, the persons named therein have advised
management that it is their present intention to vote the proxy
for the election of the nominee set forth below. Each of the
members of the Board of Directors of the Company, including
the nominee listed below, is presently a director of the
Company, and was elected to such office by the stockholders of
the Company, or in the case of Victor Keen and Albert Malvino,
appointed to such position by the Board of Directors to fill a
vacancy. Should any nominee become unable to accept
nomination or election, it is intended that the persons named in
the accompanying proxy will vote for the election of such other
person as management may recommend in the place of such
nominee. There is no indication at present that the nominee will
be unable to accept nomination.
The following biographical information is provided with
respect to each director:
Directors Standing for Election
Joseph M. Harary
Mr. Harary, age 42, became Vice President and General
Counsel to the Company in April 1992 and has been a director
of the Company since February 1993. In December 1999, Mr.
Harary was promoted to the position of Executive Vice
President and General Counsel, and in February 2002 was
promoted to the position of President and Chief Operating
Officer of the Company. Mr. Harary has been counsel to the
law firm of Eiseman, Levine, Lehrhaupt & Kakoyiannis, New
York, New York, since 1992. Mr. Harary was associated with
the law firm of Howard, Darby & Levin from 1990 to 1992, and
with the law firm of Kronish, Lieb, Weiner & Hellman from
1986 to 1990. Mr. Harary graduated Summa Cum Laude from
Columbia College in 1983 with an A.B. degree in economics,
and received a Juris Doctor degree from Columbia Law School
in 1986. Prior to attending law school, Mr. Harary was an
economist with the Federal Reserve Bank of New York.
Directors Continuing in Office
Class II - Term to Expire at the 2004 Annual Meeting of Stockholders
Victor F. Keen
Victor F. Keen, age 62, has been a director of the Company
since June 2001, and has served as the Company's corporate
Secretary since 1987. Mr. Keen is a partner and chairman of the
tax department of the law firm of Duane Morris LLP, a law firm
with over 500 attorneys and offices in 19 cities throughout the
U.S. and Europe. Mr. Keen is a graduate of Trinity College
(1963) and Harvard Law School (1966).
Albert P. Malvino
Albert P. Malvino, age 72, has been a director of the Company
since August 2002 and has also been a member of the
Company's Advisory Board since June 2002. Dr. Malvino
trained at the Naval Electronics Technician School and
graduated from the University of Santa Clara Summa Cum
Laude in 1959 with a B.S. degree in Electrical Engineering. For
the next five years, he worked as an electronics engineer at
Microwave Laboratories and at Hewlett-Packard while earning
his MSEE from San Jose State University in 1964. He then
taught at Foothill College for the next four years, wrote five
textbooks, and was awarded a National Science Foundation
Fellowship in 1968. After receiving a Ph.D. in Electrical
Engineering from Stanford University in 1970, Dr. Malvino
embarked on a full-time writing career, creating and revising
electronics-technology textbooks now used throughout the
world. In 1984, he founded Malvino Inc. to publish animated
textbooks and other educational software for electronics. He has
written 10 textbooks that are used at universities, technical
institutes and corporations worldwide and which have been
translated into 20 foreign languages with over 108 editions, and
which have sold over 2 million copies.
Class III - Term Expires at the 2005 Annual Meeting of Stockholders
Robert L. Saxe
Mr. Saxe, age 67, is a founder of the Company and has been
Chairman of the Board of Directors of the Company since its
inception in 1965, was its President from 1966 to February
2002, and Treasurer since October 1966. He graduated from
Harvard College in 1956 with an A.B. degree, Cum Laude in
General Studies (with a major in physics). Mr. Saxe also
received an M.B.A. degree from Harvard Business School in
1960.
Robert M. Budin
Mr. Budin, age 70, has been a director of the Company since
1987. Mr. Budin was a Senior Vice President of Harold C.
Brown & Co., Inc. until his retirement in 1990. Mr. Budin was a
stockbroker and had been employed at Harold C. Brown & Co.,
Inc. since 1963.
The Board of Directors has an Audit Committee and
Executive Committee, but does not have a nominating or
compensation committee. The Board of Directors' Executive
Committee is composed of Robert L. Saxe, Joseph M. Harary
and Robert M. Budin. Robert M. Budin, Victor F. Keen, and
Albert P. Malvino served on the Audit Committee in 2002. All
current members of the Audit Committee are independent
directors (as independence is defined in Rule 4200(a)(15) of the
NASD listing standards). The Audit Committee reviews and
reports to the Board of Directors with respect to various auditing
and accounting matters, including the nomination of the
Company's independent public accountants, the scope of audit
procedures, general accounting policy matters, and the
performance of the Company's independent public accountants.
During 2002, the Company's Board of Directors met four times
and acted by written consent once, and the Board's Audit
Committee met four times. No incumbent director failed to
attend any meetings of the Board of Directors during 2002. In
addition to Robert L. Saxe and Joseph M. Harary, whose
biographical information is provided above, the only other
executive officer of the Company is Michael R. LaPointe, age
44, who is the Company's Vice President - Marketing since
March 2002, joined the Company as its Director of Marketing
for Architectural Windows and Displays in March 2000. Mr.
LaPointe, a graduate of Brown University with a B.A. in
Organizational Behavior & Management and a B.A. in
Psychology, worked in a marketing capacity for IBM
Corporation in the early 1980s. He subsequently founded and
developed several companies involved in the application and
licensing of new technologies for various consumer products.
During that period Mr. LaPointe also worked as a management
consultant, where in 1994 he began his relationship with
Research Frontiers, assisting the Company with its marketing
strategy. In accordance with applicable rules of the S.E.C.,
information contained herein regarding Mr. LaPointe covers the
period starting when he became an executive officer of the
Company in March 2002, except that compensation information
listed below covers Mr. LaPointe's compensation for the entire
2002 fiscal year.
The Board of Directors recommends a vote FOR
election of the nominee listed above and it is intended that
proxies not marked to the contrary will be so voted.
Election of such nominee requires the affirmative vote of the
holders of a plurality of the shares of the Company's
Common Stock present, or represented, and entitled to vote
at the Annual Meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2)
The Audit Committee has selected the firm of KPMG LLP
to serve as our independent accountants for the fiscal year
ending December 31, 2003. KPMG LLP has served as the
Company's independent auditors for many years and is
considered by management to be well-qualified. We expect that
representatives of KPMG LLP will attend the meeting, have the
opportunity to make a statement if they so desire, and be
available to respond to appropriate questions.
Audit and Other Fees
The following table presents fees paid or accrued for professional
audit services rendered by KPMG LLP for the audit of our annual
financial statements for the years ended December 31, 2002 and
2001, and fees billed to us for other services rendered by KPMG
during those periods:
2002 2001
Audit fees (1) $ 52,000 $ 49,000
Audit related fees 0 0
Tax fees (2) 12,500 11,750
All other fees 0 0
Total $ 64,500 $ 60,750
(1) Audit fees includes the audit of Research Frontiers
Incorporated annual financial statements, review of financial
statements included in Research Frontiers Incorporated's
Form 10-Q Quarterly Reports and services that are normally
provided by the independent auditors in connection with
regulatory filings for those fiscal years.
(2) Tax fees include fees for all services performed by the
independent auditor's tax personnel except those services
specifically related to the audit of the financial statements,
and includes fees for tax compliance and tax advice.
The Audit Committee has considered whether the provision of the
non-audit services described above is compatible with maintaining
KPMG LLPs' independence and has determined that the provision
of such services is compatible with maintaining KPMG LLPs'independence.
The Board of Directors unanimously recommends a vote FOR
ratification of the selection of the accounting firm of KPMG
LLP as independent auditors of the Company for the fiscal
year ending December 31, 2003. The ratification requires a
majority vote of those shares of Common Stock represented
and eligible to vote at the 2003 Annual Meeting of
Stockholders.
Audit Committee Report
The following Audit Committee Report does not constitute
soliciting material and should not be deemed filed or incorporated
by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this Report by
reference therein.
During fiscal 2000, the Audit Committee of the Board of
Directors developed a written charter for the Committee that was
approved by the Board of Directors. The complete text of the
charter is reproduced in the appendix to the Company's April 30,
2001 Proxy Statement.
The Audit Committee of the Board is responsible for
providing independent, objective oversight of the Company's
accounting functions and internal controls. Management is
responsible for the Company's internal controls and financial
reporting process. The independent accountants are responsible
for performing an independent audit of the Company's financial
statements in accordance with generally accepted auditing
standards and to issue a report thereon. As set forth in more detail
in the charter, the Audit Committee's responsibility is to monitor
and oversee the processes.
In connection with these responsibilities, the Audit
Committee met with management and the Company's independent
auditors, KPMG LLP, to review and discuss all financial
statements included in the Company's quarterly and annual reports
for the fiscal year ended December 31, 2002 (the "Financial
Statements") prior to their issuance and to discuss significant
accounting issues. Management has advised us that the Financial
Statements were prepared in accordance with generally accepted
accounting principles, and the Committee discussed the Financial
Statements with both management and the independent auditors.
Our review included discussions with the independent auditors of
matters required to be discussed by the Statement on Auditing
Standards No. 61 (communication with Audit Committees).
The Audit Committee also received written disclosures from
the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the
independent accountants that firm's independence.
Finally, the Audit Committee continued to monitor the
integrity of the Company's financial reporting processes and its
internal procedures and controls.
Based upon the Audit Committee's discussions with
management and the independent accountants and the Audit
Committee's review of the representations of management and the
independent accountants, the Audit Committee recommended to
the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2002, for filing with
the Securities and Exchange Commission.
Members of the Audit Committee
Robert M. Budin (Chairman)
Victor F. Keen
Albert P. Malvino
ADOPTION OF AMENDMENT TO 1998 STOCK OPTION PLAN
(Item 3)
On June 11, 1998, the stockholders of the Company adopted
a stock option plan entitled the "1998 Stock Option Plan" (the
"1998 Plan") which provides for the granting of both incentive
stock options at the fair market value at the date of grant and
nonqualified stock options at or below the fair market value at the
date of grant to employees or non-employees who, in the
determination of the Board of Directors, have made or may make
significant contributions to the Company in the future. The terms
of these options are specified in more detail in the "Report on
Executive Compensation" included later on in this Proxy
Statement. To date, only options with an exercise price at or above
the market price of the Company's common stock on the date of
grant have been awarded. The Company may also award stock
appreciation rights or restricted stock under this plan. The purpose
of the 1998 Plan is to afford an incentive to executive officers,
other employees and non-employee directors and consultants of
the Company to acquire a proprietary interest in the Company, to
continue as employees or non-employee directors (as the case may
be), to increase their efforts on behalf of the Company and to
promote the success of the Company's business. To further such
purposes, stock options, stock appreciation rights and restricted
stock may be granted pursuant to the 1998 Plan. The Board of
Directors believes that the granting of stock options under the
1998 Plan will promote continuity of management, help attract
new employees, and encourage employees, directors and officers,
to increase their stock ownership in the Company and give an
increased incentive and personal interest in the welfare of the
Company by those who are or may become primarily responsible
for shaping and carrying out the long range plans of the Company
and securing its continued growth, development and financial
success. Currently the Company's 13 full-time employees, three
non-employee independent directors, as well as part-time
employees and consultants are eligible to receive grants under the
1998 Plan. Awards under the 1998 Plan are made by the
Company's Stock Option Committee consisting of the Company's
three independent non-employee directors, and amounts to be
awarded in the future under the 1998 Plan are discretionary and
not determinable at this time.
Currently awards for only 28,322 shares of common stock
(having an underlying market value of $176,729 as of April 21,
2003) were available for issuance under the Company's stock
option plans. Additional shares of Common Stock must be
available for issuance under the 1998 Plan if the 1998 Plan is
going to continue to be a meaningful way to attract and retain key
personnel of the Company and accomplish the other purposes set
forth above. The proposed amendment to the 1998 Plan would add
an additional 600,000 shares of common stock (having an
underlying market value of $3,744,000 as of April 21, 2003) to the
1998 Plan, which represents less than 5% of the outstanding
common stock as of the record date. Promptly after stockholder
approval of this amendment to the 1998 Stock Option Plan, the
Company intends to file an amendment to its current registration
statement on Form S-8 covering awards issued under the 1998
Stock Option Plan to cover these additional shares.
FEDERAL INCOME TAX ASPECTS OF AWARDS UNDER THE 1998 PLAN
The following is a brief summary of the federal income tax
consequences of awards made under the 1998 Plan based upon the
federal income tax laws in effect on the date hereof. This summary
is not intended to be exhaustive, and does not describe state or
local tax consequences.
Incentive Stock Options. No regular taxable income is realized by
the participant upon the grant or exercise of an incentive stock
option ("ISO"). However, a tax preference item under the
Alternative Minimum Tax would be generated upon exercise of
the ISO. If a participant does not sell the stock received upon the
exercise of an ISO ("ISO Shares") for at least two years from the
date of grant and within one year from the date of exercise, when
the shares are sold any gain (loss) realized will be long term or
short term capital gain (loss) depending upon the actual holding
period. In such circumstances, no deduction will be allowed to the
Company for federal income tax purposes. If ISO Shares are
disposed of prior to the expiration of either of the holding periods
described above, the participant generally will realize ordinary
income at that time equal to the excess, if any, of the fair market
value of the shares at exercise (or, if less, the amount realized on
the disposition of the shares) over the price paid for such ISO
Shares. The Company will be entitled to deduct any such
recognized amount. Any further gain or loss realized by the
participant will be taxed as short term or long term capital gain or
loss. Subject to certain exceptions for disability or death, if an ISO
is exercised more than three months following the termination of
the participant's employment, the option will generally be taxed as
a non-qualified stock option.
Non-Qualified Stock Options. No income is realized by the
participant at the time a non-qualified stock option is granted.
Generally upon exercise of a non-qualified stock option, the
participant will realize ordinary income in an amount equal to the
difference between the price paid for the shares and the fair market
value of the shares on the date of exercise. The Company will be
entitled to a tax deduction in the same amount. Any appreciation
(or depreciation) after the date of exercise will be either short term
or long term capital gain (or loss), depending upon the length of
time that the participant has held the shares.
Stock Appreciation Rights. No income will be realized by a
participant in connection with the grant of an SAR. When the SAR
is exercised, the participant will generally be required to include
as taxable ordinary income in the year of exercise an amount equal
to the amount of cash and/or the fair market value of any shares
received. The Company will be entitled to a deduction at the time
and in the amount included in the participant's income by reason
of the exercise. If the participant receives common stock upon
exercise of an SAR, the post-exercise appreciation or depreciation
will be treated in the same manner discussed above under
Non-Qualified Stock Options.
Restricted Stock. A participant receiving restricted stock generally
will recognize ordinary income in the amount of the fair market
value of the restricted stock at the time the stock is no longer
subject to restriction or forfeiture, less any consideration paid for
the stock. The Company will be entitled to a deduction at the same
time and in the same amount. The holding period to determine
whether the participant has long term or short term capital gain or
loss on a subsequent sale generally begins when the stock is no
longer subject to forfeiture, and the participant's tax basis for such
shares will generally equal the fair market value of such shares on
such date. However, a participant may elect, under Section 83(b)
of the Internal Revenue Code, within 30 days of the grant of the
stock, to recognize taxable ordinary income on the date of grant
equal to the excess of the fair market value of the shares of
restricted stock (determined without regard to the restrictions) over
the purchase price of the restricted stock. By reason of such an
election, the participant's holding period will commence on the
date of grant and the participant's tax basis will be equal to the fair
market value of the shares on that date (determined without regard
to restrictions). Likewise, the Company generally will be entitled
to a deduction at that time in the amount that is taxable as ordinary
income to the participant. If shares are forfeited after making such
an election, the participant will be entitled to a deduction, refund,
or loss for tax purposes only in an amount equal to the purchase
price of the forfeited shares regardless of whether he made a
Section 83(b) election.
The Board of Directors recommends a vote FOR approval
of the amendment to the 1998 Plan and it is intended that
proxies not marked to the contrary will be so voted. Approval
of the amendment to the 1998 Plan requires the affirmative
vote of the holders of a majority of the shares of the
Company's Common Stock present, or represented, and
entitled to vote at the Annual Meeting.
EXECUTIVE COMPENSATION
The following table sets forth information regarding all cash
compensation paid by the Company and stock options granted
during the fiscal years indicated to Robert L. Saxe, the Company's
chief executive officer, and to each of the Company's executive
officers during the past fiscal year.
Name of Executive and Other Annual Number of Stock
Principal Positions Year Salary Compensation(1) Options Awarded
Robert L. Saxe, 2002 $404,051 $ 56,795 60,000
Director, Chairman of 2001 $381,174 $ 425,109 180,000
the Board, Treasurer 2000 $370,000 $ 465,615 96,000
Joseph M. Harary, 2002 $309,750 $ 22,449 35,000
Director, President, General 2001 $283,305 $ 337,687 90,000
Counsel, Assistant Secretary 2000 $275,000 $ 366,154 56,000
Michael R. LaPointe 2002 $113,060 $ 4,082 7,000
Vice-President Marketing
(1) Consists of the payment of accrued but unused vacation, and a
performance bonus which was paid during 2000 and 2001.
Report on Executive Compensation
The compensation of executive officers of the Company,
including the Company's chief executive officer, is determined by
the Company's entire Board of Directors whose names are listed
below at the end of this report. The salaries of all executive
officers are reviewed at least twice annually by the Board.
Numerous factors are reviewed in determining compensation
levels. These factors include: the compensation levels of
executive officers with comparable experience and qualifications,
compensation levels at comparable companies, individual and
Company performance, past compensation levels, years of service,
performance of the Company's stock, and other relevant
considerations. The Company's goal is to set salary levels
somewhat below those received by executives at other companies
with comparable experience and qualifications, and to supplement
such compensation with the grant of stock options and
performance-based bonuses. This approach is designed to more
closely align total executive compensation with the long-term
performance of the Company and enable all employees of the
Company to participate in the Company's growth. Through
ownership of stock options, the executive is rewarded if the
Company's stockholders receive the benefit of appreciation of the
price of the Company's Common Stock. Because the Company
believes that its success is dependent upon the coordinated efforts
of all of its employees, and that teamwork is essential in further
developing the Company's technology and meeting the
expectations of the Company's licensees and stockholders, all
current employees of the Company were granted stock options
since the beginning of the past fiscal year.
In December 2000, the Company's Board of Directors
approved a performance bonus plan (which was terminated in
2002 as discussed below) which provided for a bonus to be paid on
or after July 2, 2001 and on or after January 2, 2002 equal to 1%
of the increase, if any, in the Company's market value during the
first and second halves of 2001. Bonuses were capped at a
recipient's salary in the case of employees of the Company, and
were capped at $60,000 in the case of non-employee directors and
certain employees of the Company. The Company's Board of
Directors approved a similar bonus plan for 2002 but with higher
thresholds to be met before a bonus is payable under such plan. In
addition to the payment caps described above, under the 2002
bonus plan, in order to insure that bonuses were not paid based
upon temporary fluctuations in the market value of the Company,
bonuses under the 2002 bonus plan would only be paid to the
various participants under this plan if and when the market value
of the Company exceeded $280,489,009 (and in the case of any
bonus paid to Robert L. Saxe, if and when the market value of the
Company exceeded $304,207,362). The Company recorded
$785,500 and $755,000 of expenses in connection with these plans
for the years ended December 31, 2001 and 2000, respectively. No
bonuses were paid in 2002 in connection with these plans, and on
November 6, 2002, the Company's Board of Directors voted to
terminate this bonus plan with respect to 2003 and replace it with
a general bonus plan under which bonuses are awarded to
employees of the Company for outstanding achievement including
technical accomplishments, sales and revenue growth, and other
performance milestones. All employees of the Company are
eligible to receive bonuses under this plan and the bonuses shall
not exceed $300,000 in the aggregate for 2003.
The Board of Directors and the stockholders have adopted a
stock option plan which remains in effect. The purpose of this
stock option plan is to attract key employees, officers and directors
and to encourage their continued employment and services and
their increased stock ownership in the Company. The Board of
Directors believes that the granting of stock options under this
stock option plan will promote continuity of management, and will
result in the increased incentive and personal interest in the
welfare of the Company by those who are or may become
primarily responsible for shaping and carrying out the long range
plans of the Company and securing its continued growth,
development and financial success. Currently awards for 28,322
shares of common stock were available for issuance under the
Company's stock option plan. If any options expire or terminate
for any reason without having been exercised in full, the
unpurchased shares subject thereto will again be available for
issuance under this stock option plan.
The Company's stock option plan is administered by a
committee of at least two directors who are not officers and
employees of the Company (the "Administrators"). Currently the
Administrators consist of Mr. Budin, Mr. Keen and Dr. Malvino,
who serve as members of the Company's Stock Option
Committee. Options which qualify as Incentive Stock Options
("ISO's") under the Internal Revenue Code of 1986, as amended
(the "Code"), and non-qualifying options ("NQSO's") may be
issued under the Company's 1998 Stock Option Plan. Also stock
appreciation rights and restricted stock may be awarded under the
Company's 1998 Stock Option Plan, although there have been no
awards of stock appreciation rights and restricted stock under such
plan to date. The number of options to be granted under these
stock option plans are determined by the Administrators in their
discretion.
The purchase price of Common Stock subject to each option
issued under this stock option plan will be determined by the
Board of Directors or the Administrators, as the case may be, but
in the case of an ISO may not be less than (i) the fair market value
of the Common Stock subject to the option on the date of grant or
(ii) in the case of an option granted to an employee who, at the
time the option is granted, owns (within the meaning of the Code)
more than 10% of the total combined voting power of all classes
of stock of the Company, 110% of the fair market value of the
Common Stock subject to the option on the date of grant. Options
under this stock option plan may be exercised in the manner and
at such times fixed by the Board of Directors, but may not be
exercised for a term of more than 10 years, or for a term of five
years in the case of an employee who, at the time an ISO is
granted, owns (within the meaning of the Code) more than 10% of
the total combined voting power of all classes of stock of the
Company. In no event may ISO's exercisable for stock having an
aggregate fair market value determined on the date of grant of
$100,000 (together with all ISO's granted under any other stock
option) be granted which first become exercisable in any one
calendar year. Options are not transferable except by will or
intestacy on the death of the optionee. In general, ISOs terminate
when an optionee ceases to be employed by the Company or
within a specified period after the termination of such employment
depending upon the reason for such termination.
BOARD OF DIRECTORS:
Robert M. Budin
Joseph M. Harary
Victor F. Keen
Albert P. Malvino
Robert L. Saxe
Employment Arrangements
The Company entered into an employment agreement with
Mr. Robert L. Saxe which automatically renews itself for
successive one-year terms unless either the Company or Mr. Saxe
gives the other at least 90 days prior written notice of the intention
not to renew the employment agreement. Pursuant to that
agreement, Mr. Saxe received an annual base salary from the
Company of $404,051 during 2002 and will receive an annual base
salary of $420,000 through December 31, 2003. The Board of
Directors may, in its discretion, authorize a higher salary for Mr.
Saxe. Pursuant to his employment agreement, Mr. Saxe has
agreed not to compete with the Company for a period of two years
following the termination of his employment thereunder. The
Company maintains key-man life insurance on the life of Mr. Saxe
in the amount of $500,000.
Stock Options Granted in 2002
The following table sets forth information regarding all grants
of options to the individuals named in the executive compensation
table appearing on page 10 during the fiscal year ended December
31, 2002, and the potential realizable value of such options using
a 5% and 10% assumed annual rate of appreciation in the price of
the Company's Common Stock. The particular assumed annual
rates of stock price appreciation used in this table are specified
under the rules and regulations of the Securities and Exchange
Commission and are not necessarily indicative of future stock
price performance or the Company's projections thereof. Over a
ten-year option term, the corresponding increase in the Company's
market capitalization over the same period would be (a)
$98,143,946 with an assumed 5% annual rate of stock
appreciation, and (b) $248,716,029 with an assumed 10% annual
rate of stock appreciation. None of the options listed below for
each of Mr. Saxe and Mr. Harary were exercisable during 2002
and only became exercisable on January 1, 2003.
Percent Potential Realizable
of Total Value at Assumed
Options Annual Rates of
Granted Stock Price
Number of to Exercise Appreciation for
Options Employees Price Expiration Term of Option
Name Granted in 2002 Per Share Date 5% ($) 10% ($)
Robert L. Saxe 60,000 35.71% $12.775 June 12, 2012 $482,048 $1,221,604
Joseph M. Harary 35,000 20.83% $12.775 June 12, 2012 $281,195 $ 712,602
Michael R. LaPointe 7,000 4.17% $12.775 June 12, 2012 $ 56,239 $ 142,520
Stock Options Exercised in 2002 and Year-End Option Values
The following table sets forth information regarding all exercises
of options by the individuals named in the executive compensation
table appearing on page 10 during the fiscal year ended December 31,
2002 and the value of options realized upon exercise, and of
unexercised options held by such persons on December 31, 2002,
measured in terms of the average trading price of the Company's
Common Stock on the date of exercise and on the last trading day of
the year, respectively. A total of 2,440,501 stock options issued by the
Company were exercisable at year-end.
Number of Value of Exerci-
Exercisable sable In-the-Money
Number of Options which Options which
Shares Acquired Value Remain Unexercised Remain Unexercised
Name on Exercise Realized at Dec. 31,2002 at Dec. 31, 2002
Robert Saxe 3,750 $ 33,906 1,098,975 $ 564,950
Joseph Harary 25,000 $147,750 528,300 $ 181,413
Michael R. LaPointe -- $ -- 55,000 $ 0
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2002 with respect
to shares of the Company's Common Stock that may be issued under the Company's
existing Stock Option Plan, and any other equity that may be issued to officers
or directors of, or consultants to, the Company.
Number of Securities Weighted Average Number of Securities
to be Issued Upon Exercise Price Remaining Available
Exercise of Outstanding of Outstanding for
Plan Category Options and Warrants Options and Warrants Future Issuance
Equity compensation plans
approved by security holders 2,440,501 $12.04 28,322
Equity compensation plans not
approved by security holders (see
Notes 8(b)(ii) and (d) to the
Company's 12-31-02
financial statements) 227,200 $ 8.33 0
Total 2,667,701 $11.72 28,322
Stock Price Performance
The following table sets forth the range of the high and low
selling prices (as provided by the National Association of
Securities Dealers) of the Company's common stock for each
quarterly period within the past two fiscal years:
Quarter Ended Low High
March 31, 2001 10.50 24.25
June 30, 2001 17.00 30.00
September 30, 2001 9.00 29.00
December 31, 2001 13.15 19.00
March 31, 2002 15.31 21.00
June 30, 2002 11.09 18.60
September 30, 2002 6.35 15.25
December 31, 2002 7.81 11.76
These quotations may reflect inter-dealer prices, without
retail mark-up, mark-down, or commission, and may not
necessarily represent actual transactions.
The following graph compares the total returns (assuming
reinvestment of dividends) on $100 invested on December 31,
1997 in the Company's Common Stock (REFR), the NASDAQ
Composite (U.S.) Stock Index, and the NASDAQ Electronic
Component Stock Index. The stock price performance shown on
the graph below reflects historical data provided by the National
Association of Securities Dealers, Inc. and is not necessarily
indicative of future price performance.
[graph with the following data points]
Date Index Index Index
U.S. NASDAQ Electronics REFR Ask
12/31/97 $100.00 $100.00 $100.00
01/30/98 $103.17 $111.32 $ 88.52
02/27/98 $112.86 $123.81 $121.31
03/31/98 $117.04 $110.03 $104.92
04/30/98 $119.02 $115.72 $ 93.44
05/29/98 $112.40 $100.83 $ 91.80
06/30/98 $120.25 $101.77 $ 82.79
07/31/98 $118.84 $110.27 $ 78.69
08/31/98 $ 95.28 $ 90.64 $ 80.74
09/30/98 $108.50 $106.21 $ 90.98
10/30/98 $113.27 $115.17 $ 86.48
11/30/98 $124.78 $137.68 $ 97.54
12/31/98 $140.99 $154.49 $137.70
01/29/99 $161.45 $179.47 $124.59
02/26/99 $146.99 $153.99 $105.74
03/31/98 $158.09 $158.77 $ 93.44
04/30/98 $163.11 $167.92 $122.13
05/31/99 $158.53 $156.68 $117.21
06/30/99 $172.77 $180.88 $127.05
07/30/99 $169.64 $199.47 $126.23
08/31/99 $176.80 $230.07 $165.57
09/30/99 $177.01 $215.87 $131.15
10/29/99 $191.19 $235.90 $131.97
11/30/99 $214.36 $252.25 $128.69
12/31/99 $261.48 $287.34 $194.26
01/31/00 $251.86 $333.29 $347.54
02/29/00 $299.87 $438.50 $458.20
03/31/00 $293.74 $460.43 $386.89
04/28/00 $247.07 $425.87 $252.46
05/31/00 $217.29 $389.21 $264.75
06/30/00 $255.45 $451.07 $393.44
07/31/00 $241.59 $444.39 $346.72
08/31/00 $270.17 $504.18 $250.82
09/29/00 $235.09 $379.65 $251.64
10/31/00 $215.77 $358.40 $252.46
11/30/00 $166.24 $273.17 $209.02
12/29/00 $157.42 $236.14 $229.51
01/31/01 $176.48 $271.54 $271.34
02/28/01 $136.62 $178.11 $209.84
03/30/01 $117.48 $144.07 $239.34
04/30/01 $135.01 $173.40 $310.16
05/31/01 $134.81 $163.47 $363.93
06/29/01 $138.46 $166.04 $354.10
07/31/01 $129.66 $164.79 $340.98
08/31/01 $115.55 $148.14 $255.74
09/28/01 $ 96.08 $107.01 $213.11
10/31/01 $108.41 $135.95 $233.57
11/30/01 $123.85 $168.89 $221.90
12/31/01 $124.89 $160.91 $219.80
01/31/02 $123.94 $170.55 $240.13
02/28/02 $111.05 $134.13 $209.84
03/28/02 $118.33 $152.49 $231.87
04/30/02 $108.50 $137.75 $213.64
05/31/02 $103.72 $133.88 $181.11
06/28/02 $ 94.32 $100.46 $194.89
07/31/02 $ 85.71 $ 94.64 $115.28
08/30/02 $ 84.80 $ 90.00 $123.28
09/30/02 $ 75.68 $ 71.37 $117.51
10/31/02 $ 86.02 $ 84.57 $130.75
11/29/02 $ 95.61 $108.17 $138.36
12/31/02 $ 86.34 $ 86.16 $109.38
CERTAIN TRANSACTIONS
The following is a description of any transactions involving
indebtedness of management to the Company which exceeded
$60,000 during 2001. In 1994, 1996 and 1997, the Company made
loans to its officers. Prior to their repayment as described below,
the outstanding principal amount of loans made to Robert L. Saxe,
the Chairman of the Company, was $20,461, and the outstanding
principal amount of loans made to Joseph M. Harary, the
Company's President, was $132,500. Each of the aforementioned
loans were due in January 2003; related to the purchase of
common stock of the Company; were collateralized by the pledge
of shares of common stock of the Company; could be prepaid in
part or in full without notice or penalty; were represented by a
promissory note which bore interest at a rate per annum equal to
the broker call rate in effect on the first day of each calendar
quarter; and permited repayment of the loan by delivery of
securities of the Company having a fair market value equal to the
balance of the loan outstanding. On November 8, 2002, one of
these officers, Joseph M. Harary, paid the Company $192,171 in
cash in payment in full of all principal and accrued interest on the
loans made by the Company to Mr. Harary. On December 16,
2002, the other officer, Robert L. Saxe, paid the Company $25,398
in cash in payment in full of all principal and accrued interest on
the loans made by the Company to Mr. Saxe.
2004 STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal for action
at the Company's 2004 Annual Meeting of Stockholders, must
comply with and meet the requirements of the Company's By-
Laws and of Rule 14a-8 of the Securities and Exchange
Commission. Rule 14a-8 requires, among other things, that any
proposal be received by the Company at its principal executive
office, 240 Crossways Park Drive, Woodbury, New York 11797,
Attention: General Counsel, by December 31, 2003.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than
ten percent of the Company's Common Stock are required to
report their initial ownership of the Company's Common Stock
and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have
been established, and the Company is required to disclose in this
Proxy Statement any failure to file by these dates. All of these
filing requirements were satisfied on a timely basis. In making
these disclosures, the Company has relied solely on written
representations of its directors and executive officers and copies of
the reports that they have filed with the Commission.
GENERAL AND OTHER MATTERS
Management knows of no matter other than the matters
described above which will be presented to the meeting. However,
if any other matters properly come before the meeting, or any of
its adjournments, the person or persons voting the proxies will vote
them in accordance with his, her or their best judgment on such
matters.
By Order of the Board of Directors
VICTOR F. KEEN
Secretary
Woodbury, New York
April 30, 2003
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S
ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002,INCLUDING
FINANCIAL
STATEMENTS AND ANY SCHEDULES THERETO (EXCEPT EXHIBITS), TO EACH OF
THE COMPANY'S
STOCKHOLDERS, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO
THE COMPANY'S
OFFICES, ATTENTION: ASSISTANT SECRETARY. REQUESTS FROM BENEFICIAL
STOCKHOLDERS
MUST SET FORTH A REPRESENTATION AS TO SUCH OWNERSHIP ON APRIL 21,
2003.
[PROXY CARD - FRONT]
PROXY RESEARCH FRONTIERS INCORPORATED
240 Crossways Park Drive, Woodbury, New York 11797-2033
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - June 12, 2003
The undersigned hereby appoints Robert L. Saxe and Joseph M.
Harary, or either of them, as Proxy or Proxies of the undersigned
with full power of substitution to attend and to represent the
undersigned at the Annual Meeting of Stockholders of Research
Frontiers Incorporated to be held on June 12, 2003, and at any
adjournments thereof, and to vote thereat the number of shares of
stock of the Company the undersigned would be entitled to vote if
personally present, in accordance with the instructions set forth on
the reverse side hereof. Any proxy heretofore given by the
undersigned with respect to such stock is hereby revoked.
Dated:____________________________________ ____, 2003
__________________________________________________
__________________________________________________
Please sign exactly as name appears above. For joint
accounts, each joint owner must sign. Please give full
title if signing in a representative capacity.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE
[PROXY CARD - BACK]
1. ELECTION OF CLASS III DIRECTORS
NOMINEE: Joseph M. Harary
[ ] FOR nominee listed above.
[ ] WITHHOLD AUTHORITY to vote for nominee listed above.
2. RATIFICATION OF THE SELECTION OF KPMG LLP
AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.
[ ] FOR RATIFICATION [ ] AGAINST RATIFICATION [ ] ABSTAIN
3. ADOPTION OF AMENDMENT TO THE COMPANY'S 1998 STOCK OPTION PLAN.
[ ] FOR ADOPTION [ ] AGAINST ADOPTION [ ] ABSTAIN
4. In their discretion, upon such other matters as may properly come before the
meeting. If no specification is made, this proxy will be voted FOR the
nominee listed above and FOR APPROVAL of Proposals 2 and 3.
Please indicate whether or not you plan to attend the Annual Meeting
on Thursday, June 12, 2003.
Yes [ ] No [ ]