As filed with the Securities and Exchange Commission on July 23,1996Reg. No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Research Frontiers Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
incorporation or organization)
11-2103466
(I.R.S. Employer
Identification No.)
240 Crossways Park Drive, Woodbury, New York 11797
(Address of Principal Executive Offices) (Zip Code)
1992 Stock Option Plan
(Full title of the Plan)
Robert L. Saxe, President
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797
(Name and address of agent for service)
(516) 364-1902
(Telephone number, including area code, of agent for service)
With a copy to:
Joseph M. Harary
Vice President and General Counsel
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Proposed Amount of
securities Amount to maximum offering maximum aggregate Registra-
to be registered be registered price per share(1) offering price (1) tion fee
Common Stock
$.0001 par value 450,000 $ 8.93 $ 4,019,682.00 $1,386.10
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 based upon the average
of (1) the actual exercise price of the Company's Common Stock for options which
have already been granted pursuant to the Plan registered hereunder which have
not previously been registered, and (2) the high and low trading prices of the
Company's Common Stock as reported on the National Association of Securities
Dealers Automated Quotation System on July 22, 1996 for options which are
available for issuance pursuant to the Plan registered hereunder which have not
previously been registered.
Page 1 of 3 Pages<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
At the Company's Annual Meeting of Stockholders held on June 13, 1996, the
stockholders of the Company approved an amendment to the Company's 1992 Stock
Option Plan which increased the number of shares of Common Stock issuable
thereunder by 450,000 shares. The contents of the Registration Statements on
Form S-8 (Reg. No. 33-53030) which was filed by Research Frontiers Incorporated
with the Securities and Exchange Commission on October 6, 1992, and on November
30, 1994 are incorporated herein by reference.
Item 5.Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon by
Joseph M. Harary, Esq., the Company's Vice President and General Counsel. Mr.
Harary owns 9,437 shares of the Company's Common Stock and holds options issued
pursuant to the Company's 1992 Stock Option Plan to purchase 113,387 shares of
the Company's Common Stock.
Item 8.Exhibits.
4 Amendment to 1992 Stock Option Plan.
5 Opinion of counsel re: legality
23.1 Independent Auditors' Consent
23.2 Consent of counsel (included in Exhibit 5.1 above)<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York on this 22 day of
July, 1996.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
By:/s/ Robert L. Saxe
Robert L. Saxe, President,Treasurer,
Principal Executive, Financial and
Accounting Officer.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Robert L. Saxe Chairman of the Board, President July 22, 1996
Robert L. Saxe
Treasurer and Director (Principal
Executive, Financial and Accounting Officer)
/s/ Robert M. Budin Director July 22, 1996
Robert M. Budin
/s/ Bernard D. Gold Director July 22, 1996
Bernard D. Gold
/s/ Joseph M. Harary Director July 22, 1996
Joseph M. Harary
/s/ Robert I. Thompson Director July 22, 1996
Robert I. Thompson<PAGE>
Exhibit 4
AMENDMENT
TO
RESEARCH FRONTIERS INCORPORATED
1992 STOCK OPTION PLAN
WHEREAS, Research Frontiers Incorporated, a Delaware corporation (the
"Company") desires to amend the Company's Amended and Restated 1992 Stock
Option Plan (the "Plan") to increase the number of shares of the Company's
common stock which may be subject to options granted under the Plan.
NOW, THEREFORE, effective immediately the Plan is hereby amended as
follows:
1. The first sentence of Paragraph 3 of the Plan is amended to provide as
follows:
The total number of Common Shares which shall be subject to ISOs and
Non-ISOs granted under the Plan (collectively, "Options") shall be
1,218,750 in the aggregate (which amount reflects adjustments already
made as a result of a 50% stock dividend declared by the Company's
Board of Directors and paid on July 15, 1993, and a 25% stock dividend
declared by the Company's Board of Directors on January 3, 1994 which
is payable on February 15, 1994), subject to further adjustment as
provided in Paragraph 8.
2. This Amendment to the Plan has been adopted by Board of Directors of
the Company on March 13, 1996 and become effective upon approval by 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
of Stockholders of the Corporation held on June 13, 1996.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed effective as of the 13th day of June, 1996.
RESEARCH FRONTIERS INCORPORATED
By: /s/ Robert L. Saxe
Robert L. Saxe, President
ATTEST: /s/ Joseph M. Harary
Joseph M. Harary,
Assistant Secretary<PAGE>
Exhibit 5
July 22, 1996
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797
Gentlemen:
I am the Vice President and General Counsel of Research Frontiers
Incorporated (the "Company"), a Delaware corporation, and render this
opinion in connection with the registration pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended (the "Act"), of 450,000
shares of the Company's common stock, $.0001 par value (the "Common
Stock"), to be offered for sale by the Company upon the exercise of
certain stock options ("Options") from time to time granted under the
Company's 1992 Stock Option Plan.
I have examined the Company's Certificate of Incorporation and
By-Laws, both as amended, and minute books and such other documents and
records as I have deemed necessary and relevant as a basis for my
opinions hereinafter set forth. For the purposes of this opinion, I
have assumed the genuineness of all signatures and the conformity to
original documents of all instruments furnished to me for review or
examination as copies.
Based on the foregoing and having regard to such legal
considerations as I have deemed relevant, it is my opinion that:
1. The Company is a corporation duly organized under the laws of
the State of Delaware.
2. The Common Stock covered by the Registration Statement has been
validly authorized.
3. When the Common Stock has been duly registered under the Act,
when certificates for the Common Stock have been duly delivered, and
when the Company shall have received the consideration to be received by
it pursuant to and upon exercise of the related Options, the Common
Stock will be validly issued, fully paid and non-assessable by the
Company, with no personal liability attaching to ownership thereof.
I hereby consent to the inclusion of this opinion in the
Registration Statement and to the references to me contained therein.
Very truly yours,
/s/ Joseph M. Harary
Joseph M. Harary, Esq.
Vice President and General Counsel<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Research Frontiers Incorporated
We consent to the use of our report dated February 16, 1996
incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jericho, New York
July 19, 1996
