SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2010 Commission File No. 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 11-2103466
(State of incorporation or organization) (IRS Employer
Identification No.)
240 Crossways Park Drive, Woodbury, N.Y. 11797
(Address of principal executive offices) (Zip Code)
(516) 364-1902
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to
submit and post such files). Yes __ No __
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of November 8, 2010, there
were outstanding 17,986,973 shares of Common Stock, par value $0.0001
per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
Sept. 30, 2010
Assets (Unaudited) December 31,2009
Current assets:
Cash and cash equivalents $ 5,969,992 3,760,534
Royalty receivables, net of reserves
of $166,568 and 186,568 136,002 226,491
Prepaid expenses and other current assets 497,863 170,460
Note receivable SPD Control Systems -- 150,000
Total current assets 6,603,857 4,307,485
Fixed assets, net 114,312 143,770
Note receivable SPD Control Systems 150,000 --
Deposits and other assets 65,323 22,605
Total assets $ 6,933,492 4,473,860
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 95,059 52,388
Deferred revenue 61,250 25,000
Accrued expenses and other 88,754 231,135
Total liabilities 245,063 308,523
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 17,986,973 and 16,522,727
shares, respectively 1,799 1,652
Additional paid-in capital 86,224,793 80,563,038
Accumulated deficit (79,538,163) (76,399,353)
Total shareholders' equity 6,688,429 4,165,337
Total liabilities and shareholders' equity $ 6,933,492 4,473,860
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept 30, 2010 Sept 30, 2009 Sept 30, 2010 Sept 30, 2009
Fee income $ 425,942 $ 461,570 $ 137,702 $ 133,086
Operating expenses 2,476,490 2,582,097 585,506 617,061
Research and development 1,099,693 1,155,951 305,532 360,188
3,576,183 3,738,048 891,038 977,249
Operating loss (3,150,241) (3,276,478) (753,336) (844,163)
Net investment income 11,431 14,216 3,945 4,110
Net loss $ (3,138,810)$(3,262,262) $(749,391) $ (840,053)
Basic and diluted
net loss
per common share $ (.18) (.21) (.04) (.05)
Basic and diluted
weighted average number of
common shares outstanding 17,264,146 15,911,080 17,062,472 16,242,646
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
Sept 30, 2010 Sept 30, 2009
Cash flows from operating activities:
Net loss $ (3,138,810) $ (3,262,262)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 32,706 29,941
Stock-based compensation 718,248 391,238
Recovery of provision for
uncollectible royalty receivable (20,000) --
Changes in assets and liabilities:
Royalty receivables 110,489 64,593
Prepaid expenses and other assets 35,959 45,481
Deferred revenue 36,250 67,500
Accounts payable and accrued expenses (99,710) (223,906)
Net cash used in operating activities (2,324,868) (2,887,415)
Cash flows from investing activities:
Purchase of fixed assets (3,248) (22,398)
Proceeds from investments (US Treasury Securities) -- 2,299,496
Net cash (used in) provided by investing activities (3,248) 2,277,098
Cash flows from financing activities:
Net proceeds from issuance of common stock 4,537,574 2,803,650
Net cash provided by financing activities 4,537,574 2,803,650
Net increase(decrease)in cash and cash equivalents 2,209,458 2,193,333
Cash and cash equivalents at beginning of year 3,760,534 2,367,512
Cash and cash equivalents at end of period $ 5,969,992 $ 4,560,845
Supplemental disclosure of non cash
financing activities:
Receivable from issuance of common stock $ 406,080 $ --
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
September 30, 2010
(Unaudited)
Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles ("GAAP") for interim financial
information and with the instructions to Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by GAAP for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation
have been included. All such adjustments are of a normal recurring
nature. Operating results for the three and nine months ended September
30,2010 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 31, 2010. For further information, refer
to the consolidated financial statements and footnotes thereto included
in the Annual Report on Form 10-K relating to Research Frontiers
Incorporated (the "Company") for the fiscal year ended December 31,
2009.
Business
The Company operates in a single business segment which is engaged in
the development and marketing of technology and devices to control the
flow of light. Such devices, often referred to as "light valves" or
suspended particle devices (SPDs), use colloidal particles that are either
incorporated within a liquid suspension or a film, which is usually
enclosed between two sheets of glass or plastic having transparent,
electrically conductive coatings on the facing surfaces thereof. At least
one of the two sheets is transparent. SPD technology, made possible by
a flexible light-control film invented by Research Frontiers, allows the
user to instantly and precisely control the shading of glass/plastic
manually or automatically. SPD technology has numerous product
applications, including: SPD-Smart windows, sunshades, skylights
and interior partitions for homes and buildings; automotive windows,
sunroofs, sun-visors, sunshades, rear-view mirrors, instrument panels
and navigation systems; aircraft windows; eyewear products; appliance
applications and flat panel displays for electronic products. SPD-Smart
light control film is now being developed for, or used in, architectural,
automotive, marine, and aerospace applications.
Patent Costs
The Company expenses costs relating to the development or acquisition
of patents due to the uncertainty of the recoverability of these items.
Revenue Recognition
The Company has entered into a number of license agreements covering
its light-control technology. The Company receives minimum annual
royalties under certain license agreements and records fee income on a
ratable basis each quarter. In instances when sales of licensed products
by its licensees exceed minimum annual royalties, the Company
recognizes fee income as the amounts have been earned. Certain of the
fees are accrued by, or paid to, the Company in advance of the period in
which they are earned resulting in deferred revenue. Such excess
amounts are recorded as deferred revenue and recognized into income in
future periods as earned.
Fee Income
Fee income represents amounts earned by the Company under various
license and other agreements relating to technology developed by the
Company. During the first nine months of 2010, six licensees of the
Company accounted for approximately 18%, 13%, 13%, 13%, 11%, and 9%,
respectively, of fee income recognized during such period. During the
first nine months of 2009, six licensees of the Company accounted for
approximately 44%, 19%, 8%, 8%, 6%, and 5%, respectively, of fee
income recognized during such period.
Stock-Based Compensation
GAAP requires that all stock-based compensation be recognized as an
expense in the financial statements and that such costs be measured at
the fair value of the award.
During the first nine months of 2010 the Company granted 175,500
fully vested options to employees and 500 fully vested options to a
consultant. The relevant information for this option grant was as
follows:
Fair value of option on date of grant $2.31
Expected dividend yield --
Expected Volatility 76%
Risk free interest rate 2.57
Expected term of option 5 years
In addition during the first nine months of 2010, the Company granted a
total of 40,500 shares of restricted common stock to three directors. The
market price of each share on the date of grant was $3.69. These shares
were fully vested on the date of grant.
The aggregate charge to operations relating to these options and share
grants as well as charges relating to grants from prior years that vested
during the first nine months of 2010 was $718,248 and remaining unvested
charges relating to these grants was $176,104 at September 30, 2010.
No options were granted during the first nine months of 2009. During the
nine months ended September 30, 2009, $63,206 was charged to operations in
connection with the vesting of an earlier option grant to a consultant.
During the nine months ended September 30, 2009, the Company granted
100,000, 199,700 and 250 shares of restricted common stock to its
directors, employees and a consultant, respectively. All of the shares
granted to the directors and the consultant, as well as 1,200 shares
granted to employees vested immediately upon grant. The remaining
198,500 shares vest ratably over the next 36 months. The market value
per share on the date of grant was $2.14. In connection with these
grants, the Company charged $391,238 to operations during the nine
months ended September 30, 2009.
Equity
During the first nine months of 2010 the Company sold, pursuant to
the Company's effective registration statement filed with the SEC,
equity in the Company as follows:
Date Shares issued Warrants issued Unit price Proceeds
March 3, 2010 588,602 117,719 $2.75 $1,618,653
September 17, 2010 641,026 128,205 $3.90 2,500,000
September 27, 2010 194,118 38,824 $4.25 825,000
Total 1,423,746 284,748 $4,943,653
Warrants issued are five year warrants at an exercise price of $5 per
share for the March 3, 2010 offering and $6.25 per share for the
September offerings. Proceeds of $406,080 relating to the September
offerings were not received by the Company until October and have
been included with prepaid expenses and other current assets in the
balance sheet as of September 30, 2010.
Treasury Stock
The Company did not repurchase any of its stock during the three and
six months ended June 30, 2010 or 2009.
Note Receivable from SPD Control Systems
On May 9, 2007, the Company began participating in the funding of the
ongoing development of automotive controllers by SPD Control Systems
Corp., a licensee of the Company. This development work is to produce
the electronic controllers to operate SPD-Smart automotive windows and
glass roof systems for one or more of the top five automotive makers in
the world. The Company's funding of this project is reflected in the
form of a senior secured convertible promissory note (the "Note") of
SPD Control Systems Corp. held by Research Frontiers' wholly-owned
subsidiary, SPD Enterprises Inc. The note bears interest at 10% per
annum, is secured by all of the assets (including intellectual property) of
SPD Control Systems, and is convertible at the option of SPD
Enterprises into common stock of SPD Control Systems at an initial
conversion price of $0.50 per share. This conversion price is adjustable
downward to result in the issuance to SPD Enterprises of additional
shares of SPD Control Systems common stock under certain conditions.
The Note provides for funding of up to $150,000 by SPD Enterprises
based upon the achievement of certain development milestones by SPD
Control Systems. As of September 30, 2010, the principal and interest
amount outstanding under this Note were $150,000 and $42,718,
respectively. As part of a broader agreement between SPD Control
Systems and the Company, effective as of May 9, 2010, the maturity
date of this Note was extended to May 9, 2012 and the applicable
conversion price for the Note was specified as $0.25 per share of
SPD Control Systems stock through May 9, 2012 and $0.10 per
share thereafter.
Fair Value Measurements
We value financial instruments using a three-tier fair value hierarchy,
which prioritizes the inputs used in measuring fair value. These tiers
include: Level 1, defined as observable inputs such as quoted prices in
active markets for identical assets or liabilities; Level 2, defined as
inputs other than quoted prices for similar assets or liabilities in active
markets that are either directly or indirectly observable; and Level 3,
defined as unobservable inputs in which little or no market data exists,
therefore requiring an entity to develop its own assumptions.
Financial assets accounted for at fair value on a recurring basis at
September30, 2010 include cash equivalents of approximately $6.0 million.
These assets are carried at fair value based on quoted market prices for
identical securities (Level 1 inputs).
Recent Accounting Pronouncements
In January 2010, the FASB issued ASU No. 2010-06, "Fair Value
Measurements and Disclosures (Topic 820) Improving Disclosures
about Fair Value Measurements." ASU 2010-06 requires new
disclosures regarding transfers in and out of the Level 1 and 2 and
activity within Level 3 fair value measurements and clarifies existing
disclosures of inputs and valuation techniques for Level 2 and 3 fair
value measurements. The adoption of this standard did not have any
impact on our financial position or results of operation.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Critical Accounting Policies
The following accounting policies are important to understanding our
financial condition and results of operations and should be read as an
integral part of the discussion and analysis of the results of our
operations and financial position. For additional accounting policies, see
note 2 to our consolidated financial statements, "Summary of Significant
Accounting Policies," with our Form 10-K for December 31, 2009.
The Company has entered into a number of license agreements covering
potential products using the Company's SPD technology. The Company
receives minimum annual royalties under certain license agreements and
records fee income on a ratable basis each quarter. In instances when
sales of licensed products by its licensees exceed minimum annual
royalties, the Company recognizes fee income as the amounts have been
earned. Certain of the fees are accrued by, or paid to, the Company in
advance of the period in which they are earned resulting in deferred
revenue.
The Company expenses costs relating to the development or acquisition
of patents due to the uncertainty of the recoverability of these items.
All of our research and development costs are charged to operations as
incurred. Our research and development expenses consist of costs
incurred for internal and external research and development. These costs
include direct and indirect overhead expenses.
The Company has historically used the Black-Scholes option-pricing
model to determine the estimated fair value of each option grant. The
Black-Scholes model includes assumptions regarding dividend yields,
expected volatility, expected lives, and risk-free interest rates. These
assumptions reflect our best estimates, but these items involve
uncertainties based on market conditions generally outside of our
control. As a result, if other assumptions had been used in the current
period, stock-based compensation expense could have been materially
impacted. Furthermore, if management uses different assumptions in
future periods, stock-based compensation expense could be materially
impacted in future years.
On occasion, the Company may issue to consultants either options or
warrants to purchase shares of common stock of the Company at
specified share prices. These options or warrants may vest based upon
specific services being performed or performance criteria being met. In
accounting for equity instruments that are issued to other than employees
for acquiring, or in conjunction with selling, goods or services, the
Company is required to record consulting expenses based upon the fair
value as determined using a Black-Scholes option pricing model of such
options or warrants on the date that such options or warrants vest.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements, and reported amounts of
revenues and expenses during the reporting periods. Actual results could
differ from these estimates. An example of a critical estimate is the full
valuation allowance for deferred taxes that was recorded based on the
uncertainty that such tax benefits will be realized in future periods.
Results of Operations for the Nine Month Periods
Ended September 30, 2010 and 2009
The Company's fee income from licensing activities for the first nine
months of 2010 was $425,942 as compared to $461,570 for the first nine
months of 2009. This difference in fee income was primarily due to the
timing and amount of minimum annual royalties paid by new and existing
licensees, and the date of receipt of such payment on certain license
agreements, by end-product licensees. Fee income also includes earned
royalties resulting from sales by certain licensees in the architectural
and aircraft markets. Furthermore, the expiration of an agreement with
a licensee in May 2009, regarding payments for guaranteed access to
certain improvements in the Company's technology reduced fee income
by approximately $202,000. Without the expiration of this agreement,
fee income for the first nine months of 2010 would have been higher
than the same period in 2009. In addition to product sales in the
architectural and aircraft markets included in fee income as
described above, one licensee reported product sales in the
automotive market, although the fee income generated from such
sales did not exceed the minimum annual royalties recorded so no
additional fee income was recorded with respect to such automotive
sales. Certain license fees, which are paid to the Company in
advance of the accounting period in which they are earned resulting
in the recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods. Also
licensees may offset some or all of their royalty payments on sales
of licensed products for a given period by applying these advance
payments towards such earned royalty payments. Because the Company's
license agreements typically provide for the payment of royalties by
a licensee on product sales within 45 days after the end of the
quarter in which a sale of a licensed product occurs (with some of
the Company's more recent license agreements providing for payments
on a monthly basis), and because of the time period which typically
will elapse between a customer order and the sale of the licensed
product and installation in a home, office building, automobile,
aircraft, boat, or any other product, there could be a delay
between when economic activity between a licensee and its customer
occurs and when the Company is paid its royalty resulting from
such activity.
Operating expenses decreased by $105,607 for the first nine months
of 2010 to $2,476,490 from $2,582,097 for the first nine months of
2009. This decrease was principally the result of lower patent
($34,000), insurance ($43,000), professional fees ($54,000) and
directors fees and expenses ($57,000) partially offset by higher
payroll and stock compensation charges ($87,000). Included in
operating expenses are $554,000 and $371,000 of non cash stock
option compensation charges for the nine months ended September
30, 2010 and 2009, respectively.
Research and development expenditures decreased by $56,258 to
$1,099,693 for the first nine months of 2010 from $1,155,951 for
the first nine months of 2009. This decrease was principally the
result of lower materials costs ($51,000) as well as lower
allocated insurance costs ($41,000) offset by higher payroll
and stock compensation charges ($39,000). Included in research
and development expenses are $164,000 and $20,000 of non cash
stock option compensation charges for the nine months ended
September 30, 2010 and 2009, respectively.
The Company's net investment income for the first nine months
of 2010 was $11,431, as compared to net investment income of
$14,216 for the first nine months of 2009. This difference was
primarily due to lower interest rates.
As a consequence of the factors discussed above, the Company's
net loss was $3,138,810 ($.18 per common share) for the first
nine months of 2010 as compared to $3,262,262 ($.21 per common
share) for the first nine months of 2009.
Results of Operations for the Three Month Periods Ended
September 30, 2010 and 2009
The Company's fee income from licensing activities for the
three months ended September 30, 2010 was $137,702 as compared
to $133,086 for the three months ended September 30, 2009.
This difference in fee income was primarily due to the timing
and amount of minimum annual royalties paid, and the date of
receipt of such payment on certain license agreements, by end-
product licensees. Fee income also includes earned royalties
resulting from sales by certain licensees in the architectural
and aircraft markets. In addition to product sales in the
architectural and aircraft markets included in fee income as
described above, during the quarter ended September 30, 2009,
one licensee reported product sales in the automotive market,
although the fee income generated from such sales did not
exceed the minimum annual royalties recorded for such licensee
during the third quarter of 2009, so no additional fee income
was recorded with respect to such automotive sales. Certain
license fees, which are paid to the Company in advance of the
accounting period in which they are earned resulting in the
recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods.
Also licensees may offset some or all of their royalty payments
on sales of licensed products for a given period by applying
these advance payments towards such earned royalty payments.
Because the Company's license agreements typically provide for
the payment of royalties by a licensee on product sales within
45 days after the end of the quarter in which a sale of a
licensed product occurs (with some of the Company's more recent
license agreements providing for payments on a monthly basis),
and because of the time period which typically will elapse
between a customer order and the sale of the licensed product
and installation in a home, office building, automobile,
aircraft, boat, or any other product, there could be a delay
between when economic activity between a licensee and its
customer occurs and when the Company is paid its royalty
resulting from such activity.
Operating expenses decreased by $31,555 for the three months
ended September 30, 2010 to $585,506 from $617,061 for the
three months ended September 30, 2009. This decrease was
the result of lower payroll and stock compensation charges
($49,000), lower insurance costs ($10,000), as well as lower
marketing costs ($19,000), partially offset by higher patent
costs ($36,000) and higher professional fees ($12,000).
Included in operating expenses are $45,000 and $34,000 of
non cash stock option compensation charges for the three
months ended September 30, 2010 and 2009, respectively.
Research and development expenditures decreased by $54,656
to $305,532 for the three months ended September 30, 2010
from $360,188 for the three months ended September 30, 2009.
This decrease was principally the result of lower payroll
and stock compensation charges ($23,000) lower materials
costs ($13,000) as well as lower allocated insurance costs
($18,000). Included in research and development expenses
are $6,000 of non cash stock option compensation charges in
each of the three months ended September 30, 2010 and 2009.
The Company's net investment income for the three months
ended September 30, 2010 was $3,945, as compared to net
investment income of $4,110 for the three months ended
September 30, 2009. This difference was primarily due to
lower interest rates.
As a consequence of the factors discussed above, the
Company's net loss was $749,391 ($.04 per common share)
for the three months ended September 30, 2010 as compared
to $840,053 ($.05 per common share) for the three months
ended September 30, 2009.
Financial Condition, Liquidity and Capital Resources
During the nine months ended September 30, 2010, the Company's cash and
cash equivalent balance increased by $2,209,458 principally as a result
of cash proceeds from the sale of common stock of $4,537,574 partially
offset by cash used to fund the Company's operating activities of
$2,324,868. At September 30, 2010, the Company had working capital
of $6,358,794 and its shareholders' equity was $6,688,429.
The Company occupies premises under an operating lease agreement
which expires on January 31, 2014 and requires minimum annual rent
which rises over the term of the lease to approximately $138,269.
The Company expects to use its cash to fund its research and
development of SPD light valves and for other working capital purposes.
The Company's working capital and capital requirements depend upon
numerous factors, including the results of research and development
activities, competitive and technological developments, the timing and
cost of patent filings, the development of new licensees and changes in
the Company's relationships with its existing licensees. The degree of
dependence of the Company's working capital requirements on each of
the foregoing factors cannot be quantified; increased research and
development activities and related costs would increase such
requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in
relationships with existing licensees would have a favorable or negative
impact depending upon the nature of such changes. Based upon existing
levels of cash expenditures, existing cash reserves and budgeted
revenues, the Company believes that it would not require additional
funding until the third quarter of 2012. There can be no assurance that
expenditures will not exceed the anticipated amounts or that additional
financing, if required, will be available when needed or, if available, that
its terms will be favorable or acceptable to the Company. Eventual
success of the Company and generation of positive cash flow will be
dependent upon the extent of commercialization of products using the
Company's technology by the Company's licensees and payments of
continuing royalties on account thereof.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 3 has been disclosed in Item 7A of the
Company's Annual Report on Form 10-K for the year ended December
31, 2009. There has been no material change in the disclosure regarding
market risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act, are designed to ensure that
information required to be disclosed in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of
the SEC. We designed our disclosure controls and procedures to ensure
that information required to be disclosed in the reports that we file
or submit under the Exchange Act is accumulated and communicated to
our management, including our principal executive and principal
financial officer, to allow timely decisions regarding required
disclosure. Our chief executive officer and chief financial officer,
with assistance from other members of our management, have reviewed
the effectiveness of our disclosure controls and procedures as of
September 30, 2010, and, based on their evaluation, have concluded
that our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during the three months ended September 30, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Forward-Looking Statements
The information set forth in this Report and in all publicly
disseminated information about the Company, including the
narrative contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" above,
includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as
amended, and is subject to the safe harbor created by that
section. Readers are cautioned not to place undue reliance on
these forward-looking statements as they speak only as of the
date hereof and are not guaranteed.
PART II. OTHER INFORMATION
Item 6. Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe-Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary-Filed herewith.
32.1 Section 1350 Certification of Robert L. Saxe - Filed herewith.
32.2 Section 1350 Certification of Joseph M. Harary - Filed herewith.
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 thereunder duly
authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, Chairman
/s/ Joseph M. Harary
Joseph M. Harary, President, CEO and Treasurer
(Principal Executive, Financial and Accounting Officer)
Date: November 8, 2010