SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule
14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RESEARCH FRONTIERS INCORPORATED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fees paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 12, 1997
To the Stockholders of Research Frontiers Incorporated:
Notice is hereby given that the Annual Meeting of Stockholders of
Research Frontiers Incorporated (the "Company") will be held at the Fox Hollow
Inn, 7725 Jericho Turnpike, Woodbury, New York 11797, on June 12, 1997 at
11:00 A.M., local time, for the following purposes:
1. To elect one Class I director;
2. To ratify the selection of KPMG Peat Marwick LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997;
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 18,
1997 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting or any adjournments thereof.
Management requests all stockholders to sign and date the enclosed
form of proxy and return it in the postage paid, self-addressed envelope
provided for your convenience. Please do this whether or not you plan to
attend the meeting. Should you attend, you may, if you wish, withdraw your
proxy and vote your shares in person.
By Order of the Board of Directors,
VICTOR F. KEEN, Secretary
Woodbury, New York
April 30, 1997<PAGE>
RESEARCH FRONTIERS INCORPORATED
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held Thursday, June 12, 1997
This Proxy Statement is furnished by the Board of Directors of
Research Frontiers Incorporated (the "Company") in connection with the
solicitation of proxies to be voted at the Annual Meeting of Stockholders
which will be held at the Fox Hollow Inn, 7725 Jericho Turnpike,
Woodbury, New York 11797, on June 12, 1997, at 11:00 A.M., local
time, and all adjournments thereof.
Any stockholder giving a proxy will have the right to revoke it at any
time prior to the time it is voted. A proxy may be revoked by written notice to
the Company, Attention: Secretary, by execution of a subsequent proxy or by
attendance and voting in person at the Annual Meeting of Stockholders.
Attendance at the meeting will not automatically revoke the proxy. All shares
represented by effective proxies will be voted at the Annual Meeting of
Stockholders, or at any adjournment thereof. Unless otherwise specified in the
proxy, shares represented by proxies will be voted (i) for the election of the
nominee for director listed below, and (ii) for the ratification of the
selection of the independent auditors. The cost of proxy solicitations
will be borne by the Company. In addition to solicitations of proxies by use of
the mails, some officers or employees of the Company, without additional
remuneration, may solicit proxies personally or by telephone. The Company
will also request brokers, dealers, banks and their nominees to solicit proxies
from their clients, where appropriate, and will reimburse them for reasonable
expenses related thereto.
The Company's executive offices are located at 240 Crossways Park
Drive, Woodbury, New York 11797-2033. On or about April 30, 1997 this Proxy
Statement and the accompanying form of proxy together with a copy of the Annual
Report of the Company for the year ended December 31, 1996, including financial
statements, are to be mailed to each stockholder of record at the close of
business on April 18, 1997.
VOTING SECURITIES
Only stockholders of record at the close of business on April 18,
1997 are entitled to vote at the meeting. As of April 18, 1997, the Company had
issued and outstanding and entitled to vote 10,175,726 shares of common stock,
par value $0.0001 per share (the "Common Stock"), the Company's only class of
voting securities outstanding. Each share of Common Stock entitles the holder
thereof to one vote. The majority of all the outstanding shares of Common
Stock will constitute a quorum at the meeting. A shareholder voting either in
person or through a proxy who abstains with respect to a matter being voted upon
is considered to be present and entitled to vote on such matter at the meeting,
and is in effect a negative vote upon such matter, but a shareholder (including
a broker) who does not give authority to a proxy to vote, or withholds authority
to vote, on a matter shall not be considered present and entitled to vote on the
matter.
The following table sets forth certain information with respect to
those persons or groups known to the Company who beneficially own more than 5%
of the Company's Common Stock, and for all directors and executive officers of
the Company individually and as a group.
Total Exercisable
Beneficial Warrants Percent
Name of Beneficial Owner Ownership(1) and Options of Class
Robert L. Saxe . . . . . . . . . . 1,043,492(2) 351,362 9.91
19 East 80th Street
New York, NY 10021
Bernard D. Gold. . . . . . . . . . 447,026(3) 58,125 4.37
Robert I. Thompson . . . . . . . . 380,986 208,125 3.67
Joseph M. Harary . . . . . . . . . 162,824 153,387 1.58
Robert M. Budin. . . . . . . . . . 108,342(4) 71,062 1.06
All directors and officers as
a group (5 persons) . . . . . . . 2,142,670(5) 842,061 19.45
(1) All information is as of April 18, 1997 and was determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934 based upon information
furnished by the persons listed or contained in filings made by them with the
Securities and Exchange Commission or otherwise known to the Company. Unless
otherwise indicated, beneficial ownership disclosed consists of sole voting
and dispositive power. Shares of Common Stock of the Company acquired by
officers, directors and employees through the exercise of stock options or
otherwise are subject to restrictions on their transfer, including restrictions
imposed by applicable securities laws,as well as additional restrictions
imposed by the Company in accordance with written agreements and policy
statements.
(2) Includes (i) 1,687 shares of Common Stock owned by Mr. Saxe's
wife, Marie Saxe; (ii) 71,812 shares owned by a trust u/w Leonard S. Saxe for
which Mr. Saxe serves as a co-trustee, and has a beneficial interest in one-half
of the income from such trust; and (iii) 11,250 shares of Common Stock owned
by a trust for the children of the late George Backer and certain others
for which Mr. Saxe serves as sole trustee. Mr. Saxe disclaims beneficial
ownership to all securities described in items (i) and (iii) above.
(3) Includes (i) 31,500 shares of Common Stock owned by the Bernard
D. Gold DMD and Andrew P. Marks DDS, PC Pension Trust of which Dr. Gold is a co-
trustee; (ii) 49,217 shares of Common Stock owned by Denise Gold, Dr. Gold's
wife; and (iii) 6,187 shares of Common Stock which Dr. Gold owns jointly with
his wife. Dr. Gold disclaims beneficial ownership to all securities owned by
his wife.
(4) Includes 4,800 shares of Common Stock owned by McLafs Jr. Investment Club
over which Mr. Budin has the sole power to vote and as to 685 shares of which he
has sole dispositive power.
(5) Includes the securities described above in footnotes (2) through (4).
ELECTION OF DIRECTORS
(Item 1)
Pursuant to the Company's By-Laws, the Board of Directors fixed the
number of Directors constituting the entire Board of Directors at five members.
The Board of Directors is divided into three classes, as nearly equal in number
as possible. Each class serves three years, with the terms of office of the
respective classes expiring in successive years. The term of office of the
director in Class I expires at the 1997 Annual Meeting of Stockholders. The
Board of Directors proposes that the nominee described below be elected to hold
office for a three-year term expiring at the 2000 Annual Meeting of
Stockholders, and until the election and qualification of his respective
successors. If no other choice is specified in the accompanying proxy, the
persons named therein have advised management that it is their present intention
to vote the proxy for the election of the nominees set forth below. Each of the
members of the Board of Directors of the Company, including the nominee
listed below, is presently a director of the Company, and was elected to
such office by the stockholders of the Company. Should any nominee become
unable to accept nomination or election, it is intended that the persons named
in the accompanying proxy will vote for the election of such other person as
management may recommend in the place of such nominee. There is no indication
at present that the nominee will be unable to accept nomination.
The following biographical information is provided with respect to
each director:
Director Standing for Election
Class I - Term to Expire at the 2000 Annual Meeting of Stockholders
Joseph M. Harary
Mr. Harary, age 36, became Vice President and General Counsel to the
Company in April 1992 and has been a director of the Company since
February 1993. Mr. Harary has been counsel to the law firm of Solovay
Marshall & Edlin, New York, New York, since 1992. Mr. Harary was
associated with the law firm of Howard, Darby & Levin from 1990 to
1992, and with the law firm of Kronish, Lieb, Weiner & Hellman from
1986 to 1990. Mr. Harary graduated Summa Cum Laude from
Columbia College in 1983 with an A.B. degree in economics, and
received a Juris Doctor degree from Columbia Law School in 1986.
Prior to attending law school, Mr. Harary was an economist with the
Federal Reserve Bank of New York.
Directors Continuing In Office
Class II - Term Expires at the 1998 Annual Meeting of Stockholders
Robert I. Thompson
Mr. Thompson, age 69, the Company's Executive Vice President, has
been with the Company since 1966 and has been a director of the
Company since 1987. From 1948 to 1955 he worked for the American
Can Company in the Sales Promotion Division. From 1955 to 1963 he
served as Assistant to the Treasurer of the Motion Picture Association of
America. From 1963 to 1966 he was Controller and Assistant Secretary
for Marks Polarized Corporation. Since joining the Company, he has
become fully involved in the Company's research and development
efforts.
Bernard D. Gold
Dr. Gold, age 65, has been a director of the Company since June 1991.
Dr. Gold has been an oral and maxillofacial surgeon in private practice
since 1960, and retired from his practice in 1994. He is also an assistant
professor of oral surgery at Columbia University School of Dental and
Oral Surgery in New York, New York, and retired in 1993 as the
director of oral and maxillofacial surgery at Kings County Hospital
Center in Brooklyn, New York.
Class III - Term Expires at the 1999 Annual Meeting of Stockholders
Robert L. Saxe
Mr. Saxe, age 61, is a founder of the Company and has been Chairman
of the Board of Directors of the Company since its inception in 1965,
and President and Treasurer since October 1966. He graduated from
Harvard College in 1956 with an A.B. degree, Cum Laude in General
Studies (with a major in physics). Mr. Saxe also received an M.B.A.
degree from Harvard Business School in 1960. Robert M. Budin Mr.
Budin, age 64, has been a director of the Company since 1987. Mr.
Budin was a Senior Vice President of Harold C. Brown & Co., Inc. until
his retirement in 1990. Mr. Budin was a stockbroker and had been
employed at Harold C. Brown & Co., Inc. since 1963.
The Board of Directors has an Audit Committee and Executive
Committee, but does not have a nominating or compensation
committee. The Board of Directors' Executive Committee is composed
of Robert L. Saxe, Robert I. Thompson and Robert M. Budin. Robert
M. Budin and Bernard D. Gold served on the Audit Committee in 1996.
The Audit Committee reviews and reports to the Board of Directors with
respect to various auditing and accounting matters, including the
nomination of the Company's independent public accountants, the scope
of audit procedures, general accounting policy matters, and the
performance of the Company's independent public accountants. During
1996, the Company's Board of Directors met five times and acted by
written consent once, and the Board's Audit Committee met twice. No
incumbent director failed to attend any meetings of the Board of
Directors during 1996. Mr. Budin and Dr. Gold each elected in 1996, in
lieu of cash, to receive certain directors fees in the form of warrants to
purchase Common Stock. As more fully described on pages 5-7 of this
Proxy Statement, non-employee directors of the Company also receive a
prescribed amount of non-qualified stock options under the terms of the
Company's 1992 Stock Option Plan. Biographical information for the
Company's executive officers, Robert L. Saxe, Robert I. Thompson and
Joseph M. Harary, is provided above.
INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2)
The Board of Directors unanimously recommends a vote FOR
ratification of the selection of the accounting firm of KPMG Peat
Marwick LLP as independent auditors of the Company for the fiscal
year ending December 31, 1997. The ratification requires a majority
vote of those shares of Common Stock represented and eligible to vote
at the 1997 Annual Meeting of Stockholders. Representatives of KPMG
Peat Marwick LLP are expected to attend the meeting, will have the
opportunity to make a statement should they desire to do so, and are
expected to be available to respond to appropriate questions.
EXECUTIVE COMPENSATION
The following table sets forth information regarding all cash
compensation paid by the Company and stock options granted during
the fiscal years indicated to Robert L. Saxe, the Company's chief
executive officer, and to each of the Company's executive officers
during the past fiscal year.
Name of Executive and Other Annual Number of Stock
Principal Positions Year Salary Compensation (1) Options Awarded
Robert L. Saxe, 1996 $268,419 $36,150 120,000
Director, Chairman of 1995 $246,311 $12,316 61,100
the Board, President 1994 $228,997 $12,889 111,200
and Treasurer
Robert I. Thompson, 1996 $215,510 $33,939 82,500
Director, Executive 1995 $197,462 $ 9,873 39,200
Vice President and 1994 $183,581 $ 6,889 68,800
Assistant Secretary
Joseph M. Harary, 1996 $177,435 $38,381 60,000
Director,Vice President1995 $162,575 $12,506 29,200
and General Counsel, 1994 $151,147 $ 9,642 50,500
and Assistant Secretary
(1) Consists of the payment of accrued but unused vacation, and a
performance bonus of $25,000 which was paid during 1996.
Report on Executive Compensation
The compensation of executive officers of the Company, including
the Company's chief executive officer, is determined by the Company's
entire Board of Directors whose names are listed below at the end of this
report. The salaries of all executive officers are reviewed at least twice
annually by the Board. Numerous factors are reviewed in determining
compensation levels. These factors include: the compensation levels of
executive officers with comparable experience and qualifications,
compensation levels at comparable companies, individual and Company
performance, past compensation levels, years of service, performance of
the Company's stock, and other relevant considerations. The
Company's goal is to set salary levels somewhat below those of
comparable companies, and to supplement such compensation with the
grant of stock options and bonuses. This approach is designed to more
closely align total executive compensation with the long-term
performance of the Company and enable all employees of the Company
to participate in the Company's growth. Through ownership of stock
options, the executive is rewarded if the Company's stockholders receive
the benefit of appreciation of the price of the Company's Common
Stock. As the Company believes that its success is dependent upon the
coordinated efforts of all of its employees, and that teamwork is
essential in further developing the Company's technology and meeting
the expectations of the Company's licensees and stockholders, all
current employees of the Company were granted stock options during
the past fiscal year.
The Board of Directors and the stockholders have adopted one stock
option plan which remains in effect, the Company's Amended and
Restated 1992 Stock Option Plan (the "1992 Plan"). The purpose of the
1992 Plan is to attract key employees, officers and directors and to
encourage their continued employment and services and their increased
stock ownership in the Company. The Board of Directors believes that
the granting of stock options under the 1992 Plan will promote
continuity of management, and will result in the increased incentive and
personal interest in the welfare of the Company by those who are or may
become primarily responsible for shaping and carrying out the long
range plans of the Company and securing its continued growth,
development and financial success. As of December 31, 1996, there
were 189,833 options available for issuance under the 1992 Plan. If any
options expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject thereto will again be
available for issuance under the 1992 Plan.
The 1992 Plan is administered by a committee of at least two
directors (the "Administrators") of the Company who are disinterested
within the meaning of Rule 16b-3(c)(2)(i) under the Securities
Exchange Act of 1934, as amended. To be disinterested, a director may
not have received options under any of the Company's plans, except
pursuant to a formula, during the prior one-year period. Currently Mr.
Budin and Dr. Gold are the Administrators of the 1992 Plan. Options
which qualify as Incentive Stock Options ("ISO's") under the Internal
Revenue Code of 1986, as amended (the "Code"), and non-qualifying
options ("NQSO's") may be issued under the 1992 Plan.
The 1992 Plan provides for a two-prong method for calculating the
number of options to be granted based upon a formula and upon the
discretion of the Administrators.
Formula-based grants: Formula grants are made to all officers and
directors of the Company once each calendar year following the
Company's Annual Meeting of Stockholders. The formula provisions of
the 1992 Plan may be amended not more than once every six months
other than to comport with changes in IRS and ERISA rules and
regulations. The formula for option grants under the 1992 Plan is listed
below and is based solely upon an individual's position with the
Company.
Title Fair Market Value of Stock Underlying Options Granted
President $100,000, rounded down to the nearest round lot of
shares.
Executive Vice President $60,000, rounded up or down to the nearest round lot
of shares.
Vice President $45,000, rounded up or down to the nearest round lot
of shares.
Independent Directors $45,000, rounded up or down to the nearest
round lot of shares.
Discretionary Grants: The Administrators of the 1992 Plan also have
the discretionary authority to grant options under the 1992 Plan to
employees, officers and directors of the Company (including officers
and directors who are not also employees), in addition to any number of
options granted pursuant to the formula above, as a reward for past
services rendered and/or as an incentive for future services to be
rendered.
The purchase price of Common Stock subject to each option issued
under the 1992 Plan will be determined by the Board of Directors or the
Administrators, as the case may be, but in the case of an ISO (or NQSO
issued pursuant to a formula grant under the 1992 Plan) may not be less
than (i) the fair market value of the Common Stock subject to the option
on the date of grant or (ii) in the case of an option granted to an
employee who, at the time the option is granted, owns (within the
meaning of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company, 110% of the fair market
value of the Common Stock subject to the option on the date of grant.
Options under the 1992 Plan may be exercised in the manner and at
such times fixed by the Board of Directors, but may not be exercised for
a term of more than 10 years, or for a term of five years in the case of an
employee who, at the time an ISO is granted, owns (within the meaning
of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company. In no event may ISO's exercisable for
stock having an aggregate fair market value of $100,000 (together with
all ISO's granted under any other stock option) be granted which first
become exercisable in any one calendar year. Options are not
transferable except by will or intestacy on the death of the optionee. In
general, options granted terminate when an optionee ceases to be
employed by the Company or within a specified period after the
termination of such employment depending upon the reason for such
termination.
BOARD OF DIRECTORS:
Robert M. Budin
Bernard D. Gold
Joseph M. Harary
Robert L. Saxe
Robert I. Thompson
Employment Arrangements
The Company entered into an employment agreement with Mr.
Robert L. Saxe which automatically renews itself for successive
one-year terms unless either the Company or Mr. Saxe gives the other at
least 90 days prior written notice of the intention not to renew the
employment agreement. Pursuant to that agreement, Mr. Saxe received
an annual salary from the Company of $268,419 plus a bonus of
$25,000 during 1996 and will receive an annual salary of $287,800
during the year ending December 31, 1997. The Board of Directors
may, in its discretion, authorize a higher salary for Mr. Saxe. Pursuant
to his employment agreement, Mr. Saxe has agreed not to compete with
the Company for a period of two years following the termination of his
employment thereunder. The Company maintains key-man life
insurance on the lives of Mr. Saxe and Mr. Thompson in the amounts of
$500,000 and $135,000 respectively.
Stock Options Granted in 1996
The following table sets forth information regarding all grants of
options to the individuals named in the executive compensation table
appearing on page 5 during the fiscal year ended December 31, 1996,
and the potential realizable value of such options using a 5% and 10%
assumed annual rate of appreciation in the price of the Company's
Common Stock. The particular assumed annual rates of stock price
appreciation used in this table are specified under the rules and
regulations of the Securities and Exchange Commission and are not
necessarily indicative of future stock price performance or the
Company's projections thereof. Over a ten-year option term, the
corresponding increase in the Company's market capitalization over the
same period (measured from the end of 1996) would be (a) $49,065,385
with an assumed 5% annual rate of stock appreciation, and (b)
$124,341,319 with an assumed 10% annual rate of stock appreciation.
All options listed below as expiring on November 21, 2006 did not
become exercisable until January 1, 1997.
Percent Potential Realizable
of Total Value at Assumed
Options Annual Rates of
Grant Stock Price
Number of to Exercise Appreciation for
Options Employees Price Expira- Term of Option
Name Granted in 1996 Per Share tion Date 5% ($) 10% ($)
Robert L. Saxe 40,000 12.21% $9.625 June 12, 2006 $242,124 $613,591
80,000 24.43% $7.375 November 21, 2006 $371,048 $940,308
Robert I. Thompson 27,500 8.40% $9.625 June 12, 2006 $166,461 $421,844
55,000 16.80% $7.375 November 21, 2006 $255,095 $646,462
Joseph M. Harary 20,000 6.11% $9.625 June 12, 2006 $121,062 $306,795
40,000 12.21% $7.375 November 21, 2006 $185,524 $470,154
Stock Options Exercised in 1996 and Year-End Option Values
The following table sets forth information regarding all exercises of
options by the individuals named in the executive compensation table
appearing on page 5 during the fiscal year ended December 31, 1996
and the value of options realized upon exercise, and of unexercised
options held by such persons on December 31, 1996, measured in terms
of the average trading price of the Company's Common Stock on the
date of exercise and on the last trading day of the year, respectively. A
total of 783,903 stock options issued by the Company were exercisable
at year-end.
Number of Value of Exerci-
Exercisable sable In-the-Money
Number of Options which Options which
Shares Acquired Value Remain Unexercised Remain Unexercised
Name on Exercise Realized at Dec. 31,1996 at Dec. 31, 1996
Robert Saxe 43,125 $308,128 271,362 $ 185,279
Robert Thompson -- -- 153,125 $ 56,919
Joseph Harary -- -- 113,387 $ 38,765
Stock Price Performance
The following table sets forth the range of the high and low selling
prices (as provided by the National Association of Securities Dealers) of
the Company's common stock for each quarterly period within the past
two fiscal years:
Quarter Ended Low High
March 31, 1995 5.125 8.000
June 30, 1995 5.750 8.750
September 30, 1995 6.875 16.875
December 31, 1995 8.500 15.000
March 31, 1996 8.500 11.000
June 30, 1996 7.250 11.750
September 30, 1996 7.000 10.625
December 31, 1996 7.000 9.500
These quotations may reflect inter-dealer prices, without retail mark-up,
mark-down, or commission, and may not necessarily represent actual
transactions.
The following graph compares the total returns (assuming
reinvestment of dividends) on $100 invested on December 31, 1991 in
the Company's Common Stock (REFR), the NASDAQ Composite
(U.S.) Stock Index, and the NASDAQ Electronic Component Stock
Index. The stock price performance shown on the graph below reflects
historical data provided by the National Association of Securities
Dealers, Inc. and is not necessarily indicative of future price
performance.
Index Index Index
Date U.S. NASDAQElectronicsREFR Ask
12/31/91 $100.0000 $100.0000 $100.0000
01/31/92 $105.8471 $120.6635 $134.6154
02/28/92 $108.2456 $128.3090 $128.8462
03/31/92 $103.1367 $113.5280 $119.2308
04/30/92 $ 98.7137 $107.7788 $128.8462
05/29/92 $ 99.9957 $102.6773 $119.2308
06/30/92 $ 96.0861 $107.8197 $ 96.1538
07/31/92 $ 99.4899 $112.8369 $119.2308
08/31/92 $ 96.4488 $109.8907 $123.0769
09/30/92 $100.0342 $121.3979 $130.7692
10/30/92 $103.9738 $125.5261 $109.6154
11/30/92 $112.2466 $136.0555 $123.0769
12/31/92 $116.3785 $156.3521 $107.6923
01/29/93 $119.6915 $180.2583 $144.2308
02/26/93 $115.2263 $187.1106 $148.0769
03/31/93 $118.5611 $186.9491 $196.1538
04/30/93 $113.5009 $160.9089 $196.1538
05/31/93 $120.2812 $185.1480 $192.3077
06/30/93 $120.8373 $185.6817 $207.6923
07/30/93 $120.9799 $182.9853 $210.5769
08/31/93 $127.2330 $217.7185 $276.9231
09/30/93 $131.0219 $234.3802 $250.9615
10/29/93 $133.9669 $214.4343 $219.2308
11/30/93 $129.9717 $208.9395 $239.4231
12/31/93 $133.5945 $214.6587 $288.4615
01/31/94 $137.6500 $226.0124 $308.6538
02/28/94 $136.3632 $237.0760 $306.4904
03/31/94 $127.9755 $226.8362 $237.9808
04/29/94 $126.3153 $217.1855 $241.5865
05/31/94 $126.6235 $216.7938 $270.4327
06/30/94 $121.9932 $204.6405 $219.9519
07/29/94 $124.4948 $205.1626 $248.7981
08/31/94 $132.4316 $228.9194 $223.5577
09/30/94 $132.0935 $227.9664 $205.5288
10/31/94 $134.6891 $236.8095 $212.7404
11/30/94 $130.2212 $234.7857 $194.7115
12/30/94 $130.5866 $237.1527 $187.5000
01/31/95 $131.3184 $245.9941 $180.2885
02/28/95 $138.2633 $278.2519 $216.3462
03/31/95 $142.3599 $296.7983 $208.2332
04/28/95 $146.8417 $342.7883 $198.3173
05/31/95 $150.6285 $370.5332 $205.5288
06/30/95 $162.8350 $421.7925 $237.9808
07/31/95 $174.8044 $465.5621 $230.7692
08/31/95 $178.3470 $456.3556 $360.5769
09/29/95 $182.4479 $454.4409 $411.0577
10/31/95 $181.4031 $476.0067 $360.5769
11/30/95 $185.6621 $432.9622 $378.6058
12/29/95 $184.6739 $392.7999 $295.6731
01/31/96 $185.5868 $392.6920 $306.4904
02/29/96 $192.6598 $409.6046 $281.2500
03/29/96 $193.3003 $390.3533 $270.4327
04/30/96 $209.3337 $457.1205 $295.6731
05/31/96 $218.9452 $485.3615 $295.6731
06/28/96 $209.0784 $445.9272 $227.1635
07/31/96 $190.4580 $431.8050 $223.5577
08/30/96 $201.1298 $463.1034 $248.7981
09/30/96 $216.5238 $540.4410 $274.0385
10/31/96 $214.1509 $580.3431 $219.9519
11/29/96 $227.4226 $672.9970 $227.1635
12/31/96 $227.1641 $678.9851 $223.5577
CERTAIN TRANSACTIONS
The following is a description of any transactions involving
indebtedness of management to the Company which exceeded $60,000
during 1996. In October 1987, Robert L. Saxe, the President and
Chairman of the Company, borrowed $412,500 from the Company. In
December 1989, Mr. Saxe paid the Company $134,085 in cash
representing repayment of $110,000 in principal and $24,085 in interest
on the loan, thus reducing the principal balance of this loan to
$302,500. In early 1996, Mr. Saxe repaid this loan in full principally
through the surrender of shares of Common Stock. The Company
loaned Mr. Saxe an additional $200,000 in 1996. In September 1993,
Robert I. Thompson, the Company's Executive Vice President borrowed
$50,000 from the Company, and the Company loaned Mr. Thompson an
additional $167,000 during 1994 and 55,000 in 1996. During 1994, the
Company loaned Joseph M. Harary $32,500 and $95,000 in 1996. Each
of the aforementioned loans relate to the purchase of Common Stock of
the Company, are collateralized by the pledge of shares of Common
Stock of the Company, may be prepaid in part or in full without notice
or penalty, are represented by a promissory note which bears interest at
a rate per annum equal to the broker call rate in effect on the first day of
each calendar quarter, and permit repayment of the loan in cash or by
delivery of securities of the Company having a fair market value equal
to the balance of the loan outstanding.
1998 STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal for action at the
Company's 1998 Annual Meeting of Stockholders, must comply with
and meet the requirements of the Company's By-Laws and of
Regulation 14a-8 of the Securities and Exchange Commission.
Regulation 14a-8 requires, among other things, that any proposal be
received by the Company at its principal executive office, 240
Crossways Park Drive, Woodbury, New York 11797 by December 31,
1997.
COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS
Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than ten
percent of the Company's Common Stock are required to report their
initial ownership of the Company's Common Stock and any subsequent
changes in that ownership to the Securities and Exchange Commission
and the Boston Stock Exchange. Specific due dates for these reports
have been established, and the Company is required to disclose in this
Proxy Statement any failure to file by these dates. All of these filing
requirements were satisfied on a timely basis. In making these
disclosures, the Company has relied solely on written representations of
its directors and executive officers and copies of the reports that they
have filed with the Commission.
GENERAL AND OTHER MATTERS
Management knows of no matter other than the matters described
above which will be presented to the meeting. However, if any other
matters properly come before the meeting, or any of its adjournments,
the person or persons voting the proxies will vote them in accordance
with his, her or their best judgment on such matters.
By Order of the Board of Directors
VICTOR F. KEEN
Secretary
Woodbury, New York
April 30, 1997
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1995, INCLUDING
FINANCIAL STATEMENTS AND ANY SCHEDULES THERETO
(EXCEPT EXHIBITS), TO EACH OF THE COMPANY'S
STOCKHOLDERS, UPON RECEIPT OF A WRITTEN REQUEST
THEREFOR MAILED TO THE COMPANY'S OFFICES,
ATTENTION: ASSISTANT SECRETARY. REQUESTS FROM
BENEFICIAL STOCKHOLDERS MUST SET FORTH A
REPRESENTATION AS TO SUCH OWNERSHIP ON APRIL 18,
1997.<PAGE>
[PROXY CARD - FRONT]
PROXY RESEARCH FRONTIERS INCORPORATED
240 Crossways Park Drive, Woodbury, New York 11797-2033
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - June 12, 1997
The undersigned hereby appoints Robert I. Thompson and Joseph
M. Harary, or either of them, as Proxy or Proxies of the undersigned
with full power of substitution to attend and to represent the
undersigned at the Annual Meeting of Stockholders of Research
Frontiers Incorporated to be held on June 12, 1997, and at any
adjournments thereof, and to vote thereat the number of shares of
stock of the Company the undersigned would be entitled to vote if
personally present, in accordance with the instructions set forth on the
reverse side hereof. Any proxy heretofore given by the undersigned
with respect to such stock is hereby revoked.
Dated:____________________________________________________, 1997
____________________________________________________
____________________________________________________
Please sign exactly as name appears above. For joint
accounts, each joint owner must sign. Please give full title if
signing in a representative capacity.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE<PAGE>
[PROXY CARD - BACK]
1. ELECTION OF CLASS I DIRECTOR
NOMINEE: Joseph M. Harary.
[ ] FOR nomines listed above.
[ ] WITHHOLD AUTHORITY to vote for nominee listed above.
2. RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1997.
[ ] FOR RATIFICATION[ ] AGAINST RATIFICATION[ ] ABSTAIN
3. In their discretion, upon such other matters as may properly
come before the meeting. If no specification is made, this proxy
will be voted FOR the nominee listed above and FOR APPROVAL of
Proposal 2.
Please indicate whether or not you plan to attend the Annual Meeting on
Thursday, June 12, 1997.
Yes [ ] No [ ]
