As filed with the Securities and Exchange Commission on November 24, 1998
Registration No. 333-65219
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RESEARCH FRONTIERS INCORPORATED
(Exact name of the Company as specified in its charter)
Delaware 2899 11-2103466
(State or other jurisdiction (Primary Standard Industrial (I.R.S Employer
of incorporation or Classification Code Number) Identification Number)
organization)
240 Crossways Park Drive
Woodbury, New York 11797-2033
(516) 364-1902
(Address, including zip code, and telephone number, including area code, of the
registrant's principal executive offices)
Robert L. Saxe, President
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033
(516) 364-1902
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Joseph M. Harary, Vice President and General Counsel
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033
(516) 364-1902
Approximate date of commencement of the proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest investment plans, please check the following box [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous pursuant to Rule 415 under the Securities Act of 1933
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to offering price aggregate registra-
to be registered be registered per Warrant offering price tion fee
Common Stock,$0.0001
par value per share
issuable upon
exercise of the
following warrants:
Class A Warrant $15,000,000(1) $15,000,000.00 $15,000,000.00 $4,425.00(2)
Class B Warrant 131,000 shares $ 1,080,000.00 $ 1,080,000.00 $ 318.60(2)
Total $16,080,000 $16,080,000.00 $16,080,000.00 $4,743.60
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended, based
on the aggregate exercise price of the Class A Warrant and Class B Warrant (the
"Warrants"). The actual number of shares of common stock into which the Class A
Warrant is exercisable will depend upon whether the Company requires the holder
of the Class A Warrant to exercise all or part of such Class A Warrant and will
also depend upon future market conditions. If the Company required the holder of
the Class A Warrant to fully exercise such warrant, based upon current market
conditions, as of November 20, 1998, the Class A Warrant being registered here-
under would be exercisable into approximately [2,318,823] shares of common
stock. In accordance with Rule 416 under the Securities Act of 1933, common
stock offered hereby shall also be deemed to cover an indeterminate number of
securities to be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Previously paid upon filing of Registration Statement on Form S-3 (Reg. No.
333-65219) on October 1, 1998.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.<PAGE>
PROSPECTUS
RESEARCH FRONTIERS INCORPORATED
COMMON STOCK ISSUABLE UPON EXERCISE OF
CLASS A WARRANT AND CLASS B WARRANT (THE "WARRANTS")
Research Frontiers Incorporated (the "Company") develops and licenses
its patented suspended particle device (SPD) or "light valve" technology
to control the transmission of light. Light valves using the Company's
proprietary suspensions and related technology may have wide
commercial applications in devices of many types where variable light
transmission is desired, such as
(1) "smart" windows
(2) variable light transmission eyewear such as goggles and sunglasses
(3) self-dimmable automotive sunroofs, sun visors and mirrors,and
(4) flat panel information displays for use in computers,televisions,
telephones and other electronics
This Prospectus relates to the sale from time to time by the Selling
Stockholder, Ailouros Ltd., of an indeterminate number of shares of
common stock of Research Frontiers Incorporated issuable upon
exercise of a Class A Warrant and 131,000 shares of common stock
issuable upon exercise of a Class B Warrant. The actual number of
shares of common stock into which the Class A Warrant is exercisable
will depend upon whether the Company requires the holder of the Class
A Warrant to exercise all or part of such Class A Warrant and will also
depend upon future market conditions. If the Company requires the
holder of the Class A Warrant to fully exercise such warrant, based
upon current market conditions, as of the date of this Prospectus, such
Class A Warrant would be exercisable into approximately [x,xxx,xxx]
shares of common stock. As of the date of this Prospectus, no put
notices have been issued by the Company requiring Ailouros to exercise
the Class A Warrant, no exercises of the Class A Warrant nor the Class
B Warrant have occurred, and no shares of common stock issuable upon
exercise of such warrants have been issued.
Under the terms of its agreement with the Company, Ailouros (and any
affiliate or person acting in concert with it) may not:
- - sell any shares of the Company short or enter into any other
hedging transaction so long as the Class A Warrant or the Class B
Warrant is outstanding,
- - create the lowest reported sales price for the common stock of the
Company on any trading day,
- - offer to sell shares of the Company's common stock at a price
lower than the then prevailing bid price for the common stock, or
- - own more than 4.9% of the total issued and outstanding shares of
common stock of the Company.
The following is a brief summary of the terms of the Warrants. See
"Description of Securities-The Warrants" for more details.
Class A Warrant
- - The Class A Warrant is essentially a "put option" under which
Ailouros is required to buy from the Company, a dollar amount
(which can range from $0 to $1.5 million during each three-month
period) of common stock set by the Company from time to time.
A maximum of $15 million may be raised over the life of the Class
A Warrant.
- - The Company has the discretion to set the dollar amount of stock
to be exercised, and the minimum or "floor" price per share below
which such common stock may not be issued. This amount can be
reset by the Company before each three-month exercise period.
- - The amount that the Company can require Ailouros to buy during
any three-month period is also limited to 7% of the dollar trading
volume in the Company's common stock for the prior three-month
period, or the three-month period before that, whichever is lower.
- - The Exercise Price per share is the lesser of (1) $15.00 or (2) 92%
of the average of the high and low trading prices for each of the
seven trading days before the date of exercise, but can never be
lower than the floor price set by the Company from time to time.
- - The Class A Warrant expires on December 31, 2001.
Class B Warrant
- - The Class B Warrant is initially exercisable into 65,500 shares of
common stock, but can be exercisable into an additional 65,500
shares if, among other things, the Company has not sent Ailouros
at least three put notices requiring them to buy common stock from
the Company under the Class A Warrant by December 31, 2001.
- - The exercise price per share of the Class B Warrant is $8.25.
- - The Class B Warrant expires on September 30, 2008.
We anticipate that Ailouros will offer its shares of common stock from
time to time in brokerage transactions (which may include block
transactions), in the over-the-counter market or negotiated transactions
at prevailing prices and terms or at negotiated prices. Such shares may
be sold directly to purchasers, through broker-dealers acting as agents
for Ailouros or to broker-dealers who may purchase Ailouros' shares of
common stock as principals and thereafter sell such shares from time to
time in the over-the-counter market, in negotiated transactions or
otherwise, or by a combination of these methods. Broker-dealers who
effect these transactions may receive compensation in the form of
discounts or commissions from Ailouros or from the purchasers of the
common stock for whom the broker-dealers may act as an agent or to
whom they may sell as a principal, or both. See "Selling Stockholder"
and "Plan of Distribution".
Ailouros and any broker-dealers, agents or underwriters that participate
with Ailouros in the distribution of the shares of common stock may be
deemed "underwriters," as that term is defined under the securities laws.
They therefore may be subject to the same restrictions as any
underwriter in a primary offering of securities, and any commissions
received by them and any profit on the resale of the common stock
purchased by them may be deemed underwriting commissions or
discounts under the securities laws.
The Company will not receive any proceeds from the sale of common
stock by Ailouros. The Company received $10,000 for issuance of the
Warrants, and will only receive the aggregate exercise price of the
Warrants if such Warrants are exercised by Ailouros. The exercise of
the Warrants may depend upon whether the Company requires Ailouros
to exercise all or part of the Class A Warrant issued to it, and will also
depend upon future market conditions. The Company would receive
total gross proceeds of $15 million if the Class A Warrant is exercised
in full, and would receive gross proceeds of $1,080,000 if the Class B
Warrant is exercised in full.
The Company will bear all of the expenses in connection with the
registration of the shares of common stock which is estimated to be
$50,000. The Company has also agreed to indemnify Ailouros against
certain liabilities, including liabilities arising under the Securities Act.
The Company's common stock trades on the Nasdaq National Market
System under the symbol "REFR". On November 20, 1998 as reported
by Nasdaq, the last sales price of a share of common stock was $6.8125.
The securities offered by this prospectus are speculative and involve
a high degree of risk. See "Risk Factors" on pages 4-7 for a
discussion of certain factors that should be considered in connection
with a purchase of these securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is [November __, 1998.]<PAGE>
AVAILABLE INFORMATION
Research Frontiers Incorporated files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"SEC"). You may read and copy such reports, proxy statements and
other information at the public reference facilities maintained by the
SEC at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W.
Washington, D.C. 20549 and you can obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330. The SEC also maintains an Internet Web site at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers, such as the
Company, that file electronically with the SEC. Additional information
about the Company can also be found at our Web site at
http://www.refr-spd.com.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated
by reference is considered to be part of this Prospectus, and later
information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference into this
Prospectus the Company's (1) Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and (2) Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 1998, June 30,
1998, and September 30, 1998, and any future filings made with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 as amended (the "Exchange Act") until all of the
common stock offered hereby is sold.
This Prospectus is part of a Registration Statement we filed with the
SEC under the Securities Act of 1933, as amended (the "Securities
Act"). As permitted by the rules and regulations of the SEC, this
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. The
statements contained in this Prospectus as to the contents of any contract
or any other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. If you would like a
copy of any document incorporated herein by reference (other than
exhibits unless such exhibits are specifically incorporated by reference
in any such document), you can call or write to us at our principal
executive offices: 240 Crossways Park Drive, Woodbury, New York
11797-2033, Attention: General Counsel (Telephone: (516) 364-1902).
We will provide this information without charge to any person,
including a beneficial owner, to whom a copy of this Prospectus is
delivered upon written or oral request.
No dealer, salesperson or other individual has been authorized to give
any information or to make any representation not contained in or
incorporated by reference in this Prospectus or in any supplement to this
Prospectus. If given or made, you must not rely on such information or
representation as having been authorized by the Company or by
Ailouros. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that
there has not been any change in the affairs of the Company since the
date of this Prospectus or that the information contained herein is correct
or complete as of any time after the date hereof.
This Prospectus and any supplement to this Prospectus do not constitute
an offer to sell or a solicitation of an offer to buy any securities offered
hereby to any person, or by anyone, in any jurisdiction in which such
offer or solicitation may not lawfully be made.
The information set forth herein and in all publicly disseminated
information about the Company, 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.
RISK FACTORS
An investment in the securities described herein entails a number of
significant risks. Because of these risks, you should only invest if you
are able to bear the risk of losing your entire investment. Before
investing you should also consider the following:
History of Losses. Since inception, the Company has been primarily
engaged in research and development activities. To date, the Company's
revenues have not been sufficient to fund operating expenses, and
operating losses can be expected for the foreseeable future. There can be
no assurance the Company will ever be profitable, or that if additional
money is needed to fund the Company's operations, that additional
funding will be available when needed, or on favorable terms. Since the
Company was started in 1965 through September 30, 1998, the
Company's total net loss was $25,710,684. In 1997, the Company had a
net loss of $3,229,445 and during the first nine months of 1998, the
Company's net loss was $1,970,916.
Need for Additional Funds. The Company has depended upon the
proceeds from selling its common stock to investors to fund its
operations. The Company expects to use its cash and investments to
fund its research and development of SPD (suspended particle device)
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 Company cannot quantify how much its working capital
requirements depends on each of these factors. For example, increased
research and development activities and related costs would increase
such requirements. Adding new licensees may provide additional
working capital but may also require additional working capital. If the
Company's relationship with existing licensees change, this could have
a favorable or negative impact, depending upon the nature of such
change.
Based upon the Company's current expenses and assuming that these
expenses increase by ten percent each year, even if no additional funds
are received from the exercise of the Class A Warrant and the Class B
Warrant, the Company does not believe that it would require additional
funding for at least the next three years. This estimate is based upon the
Company's $7.4 million in cash and investments on hand as of
September 30, 1998, budgeted revenues, and the fact that its losses from
operations for the first nine months of 1998 should correspond to an
annual loss for the entire year of about $2.6 million.
There is no guarantee that expenses will not exceed these estimates or
that any money will be received from the exercise of the Class A
Warrant or the Class B Warrant. The Company's eventual success and
generation of positive cash flow will depend upon the
commercialization of products using the Company's technology by the
Company's licensees and their payment of continuing royalties under
their license agreements with the Company.
Research and Development Company; Unproven Technology. The
Company is subject to all of the risks inherent in developing new
technologies and products. There can be no guarantee that the
Company's future operations will generate significant revenues or be
profitable. The likelihood of the Company's success must be considered
along with the problems, expenses and delays frequently encountered in
the commercialization and marketing of new technologies and our
competitive environment.
The Company has been actively working full time since 1965 on
developing and licensing its technology, with the goal of producing
commercially viable light valves. The Company and its licensees have
already developed working prototypes of its SPD light valves for several
different applications including smart windows, eyewear, mirrors and
flat panel displays.
The Company's main goals in its research and development are (1)
developing suspensions that change their light transmission with greater
speed, (2) increasing the light transmission range obtainable from the
Company's suspensions, (3) developing particles to be used in the
suspensions that absorb different wavelengths of light so that liquid
suspensions and film light valves can be produced with a variety of off-
state colors, (4) reducing the voltage required to operate SPDs, and (5)
obtaining data and developing improved materials regarding
environmental stability and longevity.
The Company spent about $1,831,000, $1,712,000, and $1,410,000
during the years ended December 31, 1997, 1996, and 1995,
respectively, for research and development. The Company plans to
engage in substantial continuing research and development activities.
Six of the Company's eleven full-time employees are principally
engaged in the Company's research and development activities. Of these
six employees, two have obtained their doctorate in chemistry, one has a
masters in chemistry, two have extensive industrial experience in
electronics and electrical engineering, and one has majored in physics.
Two employees also have additional post-graduate degrees in business
administration. Also, the Company's licensees have teams of personnel
with advanced degrees in a number of disciplines relevant to the
commercial development of products using the Company's technology.
All Products Being Developed Depend on Viability of the Company's
Light Valve Technology. All products being developed by the
Company's licensees depend on the viability of the Company's light
valve technology. No commercial products have yet been produced for
sale. The Company has not developed any other technology. Thus, if
commercially acceptable products cannot be developed from the
Company's light valve technology, the Company will not be successful.
Absence of Manufacturing and Marketing Capability. The Company's
light valve technology is currently licensed to eight companies and is
being evaluated by others for possible exploitation in various
commercial applications. In the past, some companies have evaluated
the Company's technology without proceeding further. The Company
intends to continue to exploit its light valve technology by licensing it to
manufacturers of end products and films. The Company expects that its
licensees would be primarily responsible for marketing and
manufacturing activities.
To date, neither the Company nor any of its licensees has produced a
commercial product which uses SPD technology. However, advanced
prototypes of smart window, automotive and eyewear products exist
which have been developed by various licensees of the Company. Also
additional prototypes of flat panel displays and self-dimming automotive
rear-view mirrors have also been developed. These prototypes may
need additional product design, engineering or testing before the
introduction of commercial products. The exact stage of development,
product introduction strategies and timetables, an other plans of the
Company's licensees may be considered proprietary by such licensees.
The Company cannot control the activities of its licensees and some of
the Company's licensees appear to be more active than others. There is
no guarantee when or if our licensees will produce any commercial
product using SPD technology, or if produced, that such products will
be successful.
The following table summarizes the Company's existing license and
option agreements:
Licensee or Optionee Products Covered Territory
General Electric Company SPD film for other licensees and Worldwide
prospective licensees
Glaverbel, S.A. Automotive vehicle rear-view mirrors, Worldwide
transportation vehicle sun visors,and (exceptKorea
architectural windows for windows)
Hankuk Glass Industries Inc.Broad range of SPD light control products Worldwide
including windows, flat panel displays,
automotive vehicle rear-view mirrors,
sun visors, and sunroofs; SPD film for
licensees and prospective licensees
Japan Steel Works Ltd. and Windows Japan
Central Glass Company Ltd.
Material Sciences Corp. Architectural and automotive windows, Worldwide
SPD film for other licensees, prospective
licensees and architectural and automotive
window companies
Vision-Ease Lens Azusa,Inc. Eyewear Worldwide
Saint Gobain Vitrage, S.A. Architectural Windows (option) Worldwide
(except Korea
and South America)
Sanyo Electric Co., Ltd. Flat panel displays Worldwide
Licensees are required to pay us a 3-10% royalty on the sale of licensed
products, and may also be required to pay minimum annual royalties.
The Company's license agreements typically allow the licensee to
terminate the license after some period of time, and give the Company
only limited rights to terminate before their expiration. The license
granted to Hankuk is exclusive within Korea for certain applications
through December 2004. Vision-Ease's license for eyewear is exclusive
during the term of the license.
While the Company believes based upon the status of current
negotiations that it will enter into additional license agreements with
other companies, there is no guarantee that this will happen.
Dependence on Key Personnel. The Company's success depends upon,
among other things, the services of its senior management. If the
Company lost these services, this could have a material adverse effect
upon the Company and its prospects.
Competition with Proven Technologies. The Company's light valve
technology will compete with other light control and display
technologies which are being commercially exploited with great
success, such as LEDs, plasma displays, and LCDs. Companies with
liquid crystal, electrochromic and possibly other technologies are now
competing or probably will compete against the Company in the field of
so-called "smart windows." In general, the companies which will
compete against the Company have substantially greater financial,
marketing, technical and other resources and name recognition than the
Company. There can be no assurance that the Company's light valves
(whose performance and long-term reliability have not yet been fully
ascertained) will be able to displace other devices being used
commercially or otherwise find a niche for commercial application.
Technological Obsolescence. While the Company believes that its light
valves will have certain advantages over some existing display devices,
other types of so-called "smart windows" and photochromic eyeglasses,
there is no guarantee that another company will not be able to develop
products using alternative technologies that would render the
Company's products difficult to market or technologically or otherwise
obsolete.
Uncertain Patent Protection. Although aspects of the Company's
technology are covered by 18 United States patents, 6 pending patent
applications in the United States, 30 foreign patents, and 68 foreign
patent applications, a number of those patents cover earlier versions and
features of the Company's technology which the Company does not
intend to exploit. Also, the issuance of a patent does not carry any
guarantee of commercial success. There also is no guarantee that these
patents will be upheld if the Company seeks to enforce its patent rights
against an infringer or that the Company will have sufficient resources
to do so.
The Company also relies, to a lesser extent, on trade secrets and
confidential disclosure agreements to protect its technology. Neither the
issuance of patents nor the use of trade secrets will necessarily protect
the Company from other persons using technologies similar to those
covered by the Company's patents or trade secrets. In addition, there is
no guarantee that any particular aspect of the Company's technology
will not be found to infringe the claims of other existing patents.
No Cash Dividends. The Company has never paid any cash dividends
and does not anticipate paying any cash dividends for the foreseeable
future.
Volatility of Stock Price. Since the initial public offering of the
Company's securities in July 1986, the market for the Company's
securities has been volatile. The trading price of the Company's
securities may continue to fluctuate significantly based on, among other
things, announcements by the Company and its competitors and price
and volume fluctuations relating to high-technology companies
generally, Nasdaq stocks and the general market.
Use of Proceeds. The Company will not receive any proceeds from the
sale of common stock by Ailouros. The Company received $10,000 for
issuance of the Warrants, and will only receive the aggregate exercise
price of the Warrants if such Warrants are exercised by the Selling
Stockholder. The exercise of the Warrants may depend upon whether
the Company requires Ailouros to exercise all or part of the Class A
Warrant issued to it, and will also depend upon future market
conditions.
The Company currently has no specific plans for the proceeds from the
exercise of the Warrants and is raising the money at this time because it
is available on terms which the Company feels are very attractive. If
money raised in this offering is expended, the Company expects that it
will be used for research and development, working capital, possible
acquisitions, and for general corporate purposes including executive
compensation and other payroll expenses, in such amounts as the
Company, in its discretion, deems appropriate. Pending utilization, the
Company intends to invest such funds in money market funds and other
interest-bearing obligations.
Authorization of Additional Securities. The Company is authorized to
issue 100,000,000 shares of common stock. As of the date of this
Prospectus, there were [10,972,868] shares of common stock issued and
outstanding. The Company's Board of Directors has the power to issue
any and all unissued shares without stockholder approval. To the extent
that additional shares of common stock are issued, dilution to the
interests of the Company's stockholders will occur. See "Description of
Securities."
Potential Impact from Exercise of Warrants. The market price of the
Company's common stock could drop as a result of sales of a large
number of shares of its common stock in the market or the public
perception that such sales could occur. Therefore, the exercise of a
significant amount of the Warrants and the sale of a substantial number
of shares of the Company's common stock acquired upon the exercise of
the Warrants could have a negative effect on the market price for the
Company's common stock and make it more difficult for the Company
to raise money through future offerings of common stock. Also,
whenever new shares are issued by a company, the ownership interest
and voting rights of existing shareholders are proportionately reduced.
In the case of the Class A Warrant, the Company does exert control over
the amount of this warrant that can be exercised in any three-month
period, as well as the minimum price that Ailouros will pay for such
common stock. Ailouros, however, controls the timing of any sales of
common stock which it receives upon exercise of the Warrants. In the
case of the Class B Warrant, the exercise price is fixed at $8.25 but the
Company cannot control the timing of any exercise by Ailouros of the
Class B Warrant.
THE COMPANY
Research Frontiers Incorporated was incorporated in New York in 1965
and reincorporated in Delaware in 1989. Since its inception, the
Company has primarily engaged in the development and licensing of
suspended particle technology and devices to control the transmission of
light.
Such suspended particle devices, often referred to as "SPDs" or "light
valves" use microscopic particles that are either incorporated within a
liquid suspension or a film, which is usually enclosed between two glass
or plastic plates, having transparent, electrically conductive coatings on
the facing surfaces thereof. At least one of the two plates is transparent.
When an electrical voltage is applied, the microscopic particles are
aligned, thereby permitting a range of transparency within which light
transmission can be rapidly varied to any degree desired depending
upon the voltage applied. The first light valve of this type was invented
by Dr. Edwin Land of Polaroid Corporation in 1934. Since its
incorporation the Company has developed its own technology embodied
in patents, trade secrets and know- how.
Light valves using the Company's proprietary suspensions and related
technology may have wide commercial applications in devices of many
types where variable light transmission is desired, such as
- "smart" windows
- variable light transmission eyewear such as goggles and sunglasses
- self-dimmable automotive sunroofs, sun visors and mirrors,and
- flat panel information displays for use in computers,televisions,
telephones and other electronic instruments.
DIVIDENDS
The Company has never paid any cash dividends and does not anticipate
paying any cash dividends for the foreseeable future.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of common
stock by Ailouros. The Company received $10,000 for issuance of the
Warrants, and will only receive the aggregate exercise price of the
Warrants if such Warrants are exercised by the Selling Stockholder.
The exercise of the Warrants may depend upon whether the Company
requires Ailouros to exercise all or part of the Class A Warrant issued to
it, and will also depend upon future market conditions.
The Company would receive total gross proceeds of $15 million if the
Class A Warrant is exercised in full, and would receive gross proceeds
of $1,080,000 if the Class B Warrant is exercised in full. The Company
currently has no specific plans for the proceeds from the exercise of the
Warrants and is raising the money at this time because it is available on
terms which the Company feels are very attractive. If the Company
spends the money raised in this offering, the Company expects that it
will be used for research and development, working capital, possible
acquisitions, and for general corporate purposes including executive
compensation and other payroll expenses, in such amounts as the
Company, in its discretion, deems appropriate. Pending utilization, the
Company intends to invest such funds in money market funds and other
interest-bearing instruments. The Company does not believe that any
material amounts of other funds are necessary to accomplish the
Company's goals.
SELLING STOCKHOLDER
The Company is registering the common stock issuable upon exercise of
the Warrants for the benefit of Ailouros Ltd. Ailouros is a privately-
owned and independent institutional money management and investment
fund and has represented to the Company that it is an "accredited
investor" as defined by the securities laws. Ailouros will own and,
through its Managing Director, will have sole voting and investment
power with respect to all common stock issuable upon exercise of the
Warrants. Ailouros does not, and has never, held any position, office or
other material relationship with the Company. Ailouros' main offices
are located in London.
The maximum number of shares of common stock which the Class B
Warrant would be exercisable into would be 131,000 shares, which
would represent about 1.2% of the outstanding common stock of the
Company. Because the number of shares of common stock into which
the Class A Warrant are exercisable depends upon whether the
Company requires Ailouros to exercise all or part of the Class A
Warrant issued to it, and will also depend upon the market price of the
Company's common stock from time to time, it is not possible to
calculate the number of shares of common stock which will be
ultimately issued upon exercise of the Class A Warrant or the percent of
the outstanding common stock of the Company beneficially owned by
Ailouros. The aggregate exercise price of the Class A Warrant
subscribed for by Ailouros is $15 million. If the entire $15 million were
exercised by Ailouros, based upon market conditions as of the date of
this Prospectus, the Class A Warrant would be exercisable into
[x,xxx,xxx] shares of common stock. If these shares were issued, this
would represent [x.xx] percent of the total shares of common stock
outstanding. However, under the terms of the Class A Warrant, the total
number of shares of common stock of the Company deemed beneficially
owned by Ailouros, together with all shares of the common stock of the
Company deemed beneficially owned by any of its "affiliates" as
defined under the Securities Act, may never exceed 4.9% of the total
issued and outstanding shares of the common stock of the Company. If
we assume that all common stock received upon exercise of the
Warrants described herein which are held by Ailouros are sold, then the
amount and percentage of the outstanding common stock owned by
Ailouros after the offering would be zero.
As of the date of this Prospectus, no put notices have been issued by the
Company requiring Ailouros to exercise the Class A Warrant, no
exercises of the Class A Warrant nor the Class B Warrant have
occurred, and no common stock issuable upon exercise of such warrants
has been issued.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock, $0.0001 par value per share, of which [10,972,868] shares were
outstanding as of the date of this Prospectus. Holders of common stock
are entitled (1) to receive ratable dividends from funds legally available
for distribution when and if declared by the board of directors; (2) to
share ratably in all of the Company's assets available for distribution
upon liquidation, dissolution or winding up of the Company; and (3) to
one vote for each share held of record on each matter submitted to a
vote of stockholders. All outstanding shares of common stock are fully
paid for and non-assessable. Holders of common stock do not have
cumulative voting rights. Therefore, a minority stockholder may be less
able to gain representation on the Board of Directors of the Company.
The common stock has no preemptive or similar rights.
The Warrants
On October 1, 1998, the Company sold Ailouros the Class A Warrant
and the Class B Warrant pursuant to a private placement. The Company
is obligated to register the issuance of all shares of common stock
issuable upon exercise of the Warrants. Under the terms of its
agreement with the Company, Ailouros (and any affiliate or person
acting in concert with it) may not:
- - sell any shares of the Company short or enter into any other
hedging transaction so long as the Class A Warrant or the Class B
Warrant is outstanding,
- - create the lowest reported sales price for the common stock of the
Company on any trading day,
- - offer to sell shares of the Company's common stock at a price
lower than the then prevailing bid price for the common stock, or
- - own more than 4.9% of the total issued and outstanding shares of
common stock of the Company.
Class A Warrant
Under the Class A Warrant, which is essentially a "put option" held by
the Company, Ailouros is required to buy from the Company, a dollar
amount of common stock set by the Company from time to time. Before
the beginning of each of a series of three-month periods specified by the
Company, the Company determines the amount of common stock that
the Company wishes to issue to Ailouros during such three-month
period. The Company also sets the minimum or "floor" price per share
below which such common stock may not be issued. The Company
determines the floor price entirely in its discretion. The Company's
decision may depend upon a variety of factors such as the Company's
need for additional funding, the timing that such funding is required, the
current and anticipated price for the Company's common stock, the
availability and terms of equity funding elsewhere, and general market
conditions. The amount of common stock and the floor price can be
reset by the Company in its sole discretion before the beginning of any
such three-month period. Therefore, at the beginning of each three-
month period , the Company can control the aggregate amount of
common stock to be issued under the Class A Warrant (which can range
from $0 to $1.5 million during each three-month period), and the
minimum price per share for such issuance. The Company may also
choose not to issue any shares of common stock under the Class A
Warrant. Each three-month period begins on the date specified in the
Company's put notice to Ailouros, and ends on the earlier of the date
three months later or when the entire amount of stock which Ailouros is
obligated to buy during such three-month period has been exercised.
The three-month periods may not necessarily be consecutive. Unless
otherwise agreed to, the amount that the Company can require Ailouros
to buy during any three-month period is also limited to 7% of the dollar
trading volume in the Company's common stock for the prior three-
month period, or the three-month period before that, whichever is lower.
The Class A Warrant expires on December 31, 2001.
If the Company decides to require Ailouros to purchase the amount
specified by the Company, Ailouros may then exercise a portion of the
Class A Warrant during such three-month period into the number of
shares of common stock which equals the amount specified by the
Company divided by the Exercise Price in effect at the time. During
each three-month period in which Ailouros is required to buy shares of
common stock from the Company, Ailouros must send the Company a
Notice of Exercise.
The "Exercise Price" is the actual price paid by Ailouros for each share
of common stock. This Exercise Price per share is the lesser of (1)
$15.00 or (2) 92% of the average of the high and low trading prices on
the Nasdaq National Market (or other exchange or market if the
Company's common stock is traded thereon) for each of the seven
trading days before the date that a Notice of Exercise is given. The
Exercise Price in effect during any three-month period specified by the
Company may never be lower than the minimum or "floor" price
specified by the Company before the beginning of such three-month
period. If the Exercise Price is lower than the floor price, Ailouros'
obligation to exercise the Class A Warrant and buy common stock
during such three-month period is suspended for so long as the Exercise
Price is lower than the floor price. Thus, while the Exercise Price is
determined by the timing of Ailouros' Notice of Exercise within any
three-month period and by the market price for the Company's common
stock, the Company sets the ultimate floor price during such period.
Unless otherwise agreed to by the Company and Ailouros, no more than
$15 million may be raised by the Company through exercise of the
Class A Warrant. Because the number of shares of common stock into
which the Class A Warrant are exercisable depends upon whether the
Company requires Ailouros to exercise all or part of the Class A
Warrant issued to it, and will also depend upon the market price of the
Company's common stock from time to time, it is not possible to
calculate the number of shares of common stock which will be
ultimately issued upon exercise of the Class A Warrant.
Class B Warrant
The Class B Warrant is initially exercisable into 65,500 shares of
common stock. If the Company has not sent Ailouros at least three put
notices requiring them to buy common stock from the Company under
the Class A Warrant by December 31, 2001, under certain
circumstances the Class B Warrant will be exercisable into an additional
65,500 shares of common stock. The exercise price per share of the
Class B Warrant is $8.25 which represents 120% of average of the
closing bid and ask price on the closing date on the date of the Class B
Warrant's issuance. The Class B Warrant expires on September 30,
2008.
PLAN OF DISTRIBUTION
As noted above under "Description of Securities-The Warrants",
Ailouros may be required to purchase common stock from the
Company under the terms of the Class A Warrant, and may also, at its
option, purchase additional shares of common stock from the Company
under the Class B Warrant. Ailouros is entitled to distribute from time
to time the common stock issuable upon exercise of the Warrants.
Ailouros can act independently of the Company in making decisions
with respect to the timing, manner and size of each sale.
The Company will not receive any proceeds from the sale of common
stock by Ailouros. The Company has received $10,000 from Ailouros
for the issuance of the Warrants. The Company will only receive the
aggregate exercise price of the Warrants if such Warrants are exercised
by Ailouros. The exercise of the Warrants may depend upon whether
the Company requires Ailouros to exercise all or part of the Class A
Warrant issued to it, and will also depend upon future market
conditions. The Company will bear all of the expenses in connection
with the registration of the shares of common stock which is estimated
to be $50,000. The Company has also agreed to indemnify Ailouros
against certain liabilities, including liabilities arising under the
Securities Act.
Ailouros may distribute common stock from time to time in one or more
transactions (which may involve block transactions) on NASDAQ, on
any exchange on which the common stock may then be listed, in the
over-the-counter market, in negotiated transactions, through the writing
of options on shares, or a combination of such methods of sale, at
market prices prevailing prices or at negotiated prices. Ailouros may
sell shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts,
concessions or commissions from Ailouros and/or purchasers of
common stock for whom they may act as agent (which compensation
may be in excess of customary commissions). Ailouros, participating
brokers and dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions received by them
and any profit on the resale of the common stock purchased by them
may be deemed to be underwriting commissions or discounts under the
Securities Act. Since Ailouros may be deemed to be an underwriter, it
may be subject to the same rules and restrictions as an underwriter in a
primary offering of securities by the Company, including prospectus
delivery requirements, restrictions on certain market making activities,
and Regulation M which may limit Ailouros' selling activities.
Ailouros (and any affiliate or person acting in concert with it) may not:
- - sell any shares of the Company short or enter into any other
hedging transaction so long as the Class A Warrant or the Class B
Warrant is outstanding,
- - create the lowest reported sales price for the common stock of the
Company on any trading day,
- - offer to sell shares of the Company's common stock at a price
lower than the then prevailing bid price for the common stock, or
- - own more than 4.9% of the total issued and outstanding shares of
common stock of the Company.
To comply with certain states' securities laws, if applicable, the
common stock will not be offered or sold in a particular state unless the
common stock has been registered or qualified for sale in such state or
an exemption from registration or qualification is available and
complied with.
EXPERTS
The financial statements of the Company as of December 31, 1997 and
1996, and for each of the years in the three-year period ended
December 31, 1997, have been incorporated by reference into this
Prospectus and in the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants,
which is also incorporated by reference into this Prospectus, and upon
the authority of KPMG Peat Marwick LLP as experts in accounting and
auditing.
LEGAL MATTERS
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 holds common stock and options to purchase
common stock granted pursuant to the Company's 1992 Stock Option
Plan and 1998 Stock Option Plan totaling 294,324 shares.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.
As described in Item 15, the Certificate of Incorporation of the
Company provides for the indemnification of certain persons. Insofar as
indemnification for liabilities arising under the Securities Act of 1933
(the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Certificate of Incorporation or
By-Laws of the Company, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses relating to the distribution of the Common Stock
registered herein are set forth below. Such expenses will be paid by the
Company.
Registration Fee under the Securities Act of 1933 $ 4,743.60
Nasdaq Listing Fee . . . . . . . . . . . . . . . $ 17,500.00
Accounting fees and expenses . . . . . . . . . $ 2,000.00
Legal and due diligence fees and expenses . . . . $ 25,000.00
Miscellaneous expenses. . . . . . . . . . . . . $ 756.40
Total. . . . . . . . . . . . . . . . . . $ 50,000.00
All of the amounts set forth above, except for the filing fees for the
Securities and Exchange Commission, are estimated and subject to
future contingencies.
Item 15. Indemnification of Directors and Officers.
Article EIGHTH of the Company's Certificate of Incorporation provides
for the indemnification of the Company's officers and directors to the
fullest extent permitted by Section 145 of the Delaware General
Corporation Law (the "GCL").
Section 145 of the GCL provides as follows:
145 Indemnification of Officers, Directors, Employees and Agents; Insurance
(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe the person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct
was unlawful.
(b) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the
person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made with respect to a person who
is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, or (2) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such,
whether or not the corporation would have the power to indemnify such
person against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation' obligation to advance expenses (including attorneys' fees).
Article NINTH of the Company's Certificate of Incorporation
provides for the elimination of any personal liability for monetary
damages of directors to the Corporation or its stockholders for breach of
fiduciary duty, for negligence or for taking or omitting to take any
action to the fullest extent permitted by Section 102(b) (7) of the GCL.
Section 102(b) (7) of the GCL provides as follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the
certificate of incorporation may also contain any or all of the following
matters:
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of this
Title; or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. All references in this paragraph
to a director shall also be deemed to refer (x) to a member of the
governing body of a corporation which is not authorized to issue capital
stock, and (y) to such other person or persons, if any, who, pursuant to a
provision of the certificate of incorporation in accordance with section
141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.
Item 16. Exhibits.
4.1 Subscription Agreement between the Company and Ailouros Ltd.
dated as of October 1, 1998. (1)
4.2 Class A Warrant between the Company and Ailouros Ltd. dated as
of October 1, 1998. (1)
4.3 Class B Warrant between the Company and Ailouros Ltd. dated as
of October 1, 1998. (1)
5.1 Opinion re legality of the Common Stock and issuance thereof.
(To be filed by amendment)
23.1 Consent of KPMG Peat Marwick LLP (Filed herewith).
23.2 Consent of Joseph M. Harary (included in Exhibit 5.1)
24. Power of Attorney. (1)
- ------------------------------------
(1) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-3 (No. 333-65219) on October 1, 1998.
Item 17. Undertakings.
The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to
section 15(d) of the Securities Act of 1934) that is incorporated by
reference in the registration statement shall be to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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-3 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 November 23, 1998.
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 dates indicated.
Signature Title Date
/s/ Robert L. Saxe Chairman of the Board, President November 23, 1998
Robert L. Saxe Treasurer and Director (Principal
Executive, Financial and Accounting Officer)
/s/ Robert M. Budin* Director November 23, 1998
Robert M. Budin
/s/ Bernard D. Gold* Director November 23, 1998
Bernard D. Gold
/s/ Joseph M. Harary Director November 23, 1998
Joseph M. Harary
*By: /s/ Robert L. Saxe
Robert L. Saxe as attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
4.1 Subscription Agreement between the Company and Ailouros Ltd.
dated as of October 1, 1998. (1)
4.2 Class A Warrant between the Company and Ailouros Ltd. dated as
of October 1, 1998. (1)
4.3 Class B Warrant between the Company and Ailouros Ltd. dated as
of October 1, 1998. (1)
5.1 Opinion re legality of the Common Stock and issuance thereof.
(To be filed by amendment)
23.1 Consent of KPMG Peat Marwick LLP (Filed herewith).
23.2 Consent of Joseph M. Harary (included in Exhibit 5.1)
24. Power of Attorney. (1)
- ------------------------------------
(1) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-3 (No. 333-65219) on October 1, 1998.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Research Frontiers Incorporated
We consent to the use of our report dated February 26, 1998
incorporated herein by reference and to the reference to our firm under
the heading "Experts" in the Registration Statement.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Melville, New York
November 23, 1998
