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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): August 28, 2006
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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 August 28, 2006, Research Frontiers Incorporated issued a
press release announcing that it had raised $2 million from the sale of
515,462 shares of common stock, pursuant to its outstanding shelf
registration statement on Form S-3 (Registration No.333-133858) that
was declared effective by the Securities and Exchange Commission on
May 25, 2006. The information contained in the press release dated
August 28, 2006 is incorporated herein by reference and filed as
Exhibit 99.1 hereto.
On August 28, 2006, Research Frontiers Incorporated filed the
prospectus supplement relating to the issuance and sale of 515,462
shares of common stock, with the Securities and Exchange Commission.
In connection with that filing,Research Frontiers is filing the
related form of Subscription Agreement that the Company entered
into with the purchasers as Exhibit 1.1 to this current report
on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Form of Subscription Agreement dated August 21, 2006.
99.1 The Registrant's Press Release dated August 28, 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: August 28, 2006
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President