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) January 11, 1996
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 1-9399 11-2103466
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
240 Crossways Park Drive, Woodbury, New York 11797
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 364-1902
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Item 5. Other Events.
On May 25, 1994, the Company announced that it had signed an option-license
agreement with Saint-Gobain Vitrage International SA (now know as Saint-
Gobain Vitrage, SA). The agreement, as amended, gave Saint-Gobain the option
through December 31, 1995 (with the right to further extent the option until
August 31, 1996) to enter into a non-exclusive license agreement with the
Company which covers the manufacture and sale of variable light transmission
"smart" windows for architectural applications using Research Frontiers'
patented SPD technology. If Saint-Gobain exercises the option and enters into
the license agreement, Saint-Gobain would pay Research Frontiers a royalty of
five percent of net sales of licensed products, subject to the payment of
minimum annual royalties or an up-front fee which, under the terms of the
original option-license agreement, remained to be negotiated. Because
negotiations have now begun with Saint-Gobain with respect to the fees or
royalties payable under the license agreement, Saint-Gobain and Research
Frontiers mutually agreed to extend the two expiration dates under the option
agreement to June 30, 1996 and December 31, 1996. In addition, discussions have
commenced with Saint-Gobain regarding the availability of SPD licenses for
applications in addition to architectural windows.
The Company's licensee, Glaverbel, S.A., has requested that Research
Frontiers grant to it additional non-exclusive licenses covering
architectural and automotive windows. Accordingly, the Company has commenced
negotiations with Glaverbel relating to a new license agreement that would
replace existing agreements and would encompass the aforesaid fields of use as
well as transportation vehicle rear-view mirrors and sun visors already licensed
by the Company to Glaverbel. The Company has briefly extended certain time
periods under Glaverbel's two existing license agreements to permit these
additional negotiations to be concluded.
In November 1995, the Company announced that Hankuk Glass Industries, Inc.,
Korea's leading flat glass manufacturer and a licensee of Research Frontiers,
has been successfully developing SPD films for smart windows and had reached an
advanced stage of development. It has been reported to the Company that
Hankuk recently demonstrated publicly at the New Glass Forum in Tokyo a
prototype SPD smart window measuring approximately 2.5 feet by 3 feet in size.
Hankuk's current license with Research Frontiers only covers architectural smart
windows. At Hankuk's request, Research Frontiers and Hankuk have commenced
negotiations which are continuing which may lead to additional license
agreements relating to the manufacture of SPD film and other SPD products.
While the Company believes based upon the status of current negotiations
that negotiations with Glaverbel, Hankuk Glass Industries, and Saint-Gobain are
likely to be concluded in the near future, there can be no assurance that any
such additional license agreements will be consummated, or that any licensee
of the Company will produce or sell commercial products using the Company's
technology.
During the fourth quarter of 1995, the Company continued to strengthen its
balance sheet and raised approximately $4.6 million from the private sale of
common stock to institutional investors. These shares are subject to various
restrictions on their resale or transfer by such institutions, and the
proceeds from their sale have been invested by the Company in U.S. Treasury
securities. The receipt of these proceeds is a step towards the Company's goal
of being listed on the NASDAQ National Market.
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
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, President and Treasurer
(Principal Executive, Financial, and
Accounting Officer)
Date: January 11, 1996
