=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
----------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 11, 2006
----------------------
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))
=====================================================================
Item 1.01. Entry into a Material Definitive Agreement.
Effective May 11, 2006, Research Frontiers Incorporated entered into a
non-exclusive worldwide license agreement with Asahi Glass Co., Ltd.(AGC)
granting AGC the license to manufacture and sell various automotive
glass products using the COmpany's SPD light-control technology.
The foregoing description of the license agreement with AGC 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 10.45 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.45 License Agreement effective as of May 11, 2006 between
Research Frontiers Incorporated and Asahi Glass Co., 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 Research Frontiers Press Release Dated May 15, 2006
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: May 15, 2006
/s/ Joseph M. Harary
---------------------------
By: Joseph M. Harary
Title: President