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 8, 2000
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 8, 2000 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 LLP as independent auditors
of the Company for the fiscal year ending December 31, 2000; and
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, 2000 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, 2000
RESEARCH FRONTIERS INCORPORATED
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held Thursday, June 8, 2000
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 8, 2000,
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, 2000 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, 1999, including
financial statements, are to be mailed to each stockholder of record
at the close of business on April 18, 2000.
VOTING SECURITIES
Only stockholders of record at the close of business on April
18, 2000 are entitled to vote at the meeting. As of April 18, 2000,
the Company had issued and outstanding and entitled to vote
12,091,191 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 . . . . . . . . . . . . . . . . 1,233,492(2) 713,425 9.63
19 East 80th Street
New York, NY 10021
Bernard D. Gold. . . . . . . . . . . . . . . . 474,563(3) 138,625 3.88
Joseph M. Harary . . . . . . . . . . . . . . . 412,074(4) 409,887 3.30
Robert M. Budin. . . . . . . . . . . . . . . . 160,932(5) 131,875 1.32
All directors and officers
as a group (4 persons). . . . . . . . . . . . 2,281,061(6) 1,393,812 16.92
(1) All information is as of April 18, 2000 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) 70,136 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) 49,217 shares of Common Stock owned by
Denise Gold, Dr. Gold's wife; and (ii) 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 500 shares of Common Stock owned by Mr.
Harary's minor children, as to which shares Mr. Harary
disclaims beneficial ownership.
(5) Includes 712 shares of Common Stock owned by McLafs Jr.
Investment Club over which Mr. Budin has the sole
dispositive power.
(6) Includes the securities described above in footnotes (2)
through (5).
ELECTION OF DIRECTORS
(Item 1)
Pursuant to the Company's By-Laws, four Directors
constitute the entire Board of Directors of the Company. 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 2000
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 2003 Annual Meeting of
Stockholders, and until the election and qualification of his
respective successor. 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 nominee 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
Joseph M. Harary
Mr. Harary, age 39, became Vice President and General Counsel
to the Company in April 1992 and has been a director of the
Company since February 1993. In December 1999, Mr. Harary
was promoted to the position of Executive Vice President and
General Counsel. Mr. Harary has been counsel to the law firm of
Solovay Edlin & Eiseman, 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 2001 Annual Meeting of Stockholders
Bernard D. Gold
Dr. Gold, age 68, 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 to Expire at the 2002 Annual Meeting of Stockholders
Robert L. Saxe
Mr. Saxe, age 64, 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 67, 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, Joseph M. Harary and
Robert M. Budin. Robert M. Budin and Bernard D. Gold served
on the Audit Committee in 1999. 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 1999, the Company's Board of Directors met three times
and acted by written consent once, and the Board's Audit
Committee met four times. No incumbent director failed to attend
any meetings of the Board of Directors during 1999. Biographical
information for the Company's executive officers, Robert L. Saxe
and Joseph M. Harary, is provided above.
The Board of Directors recommends a vote FOR election
of the nominee listed above and it is intended that proxies not
marked to the contrary will be so voted. Election of such
nominee requires the affirmative vote of the holders of a
plurality of the shares of the Company's Common Stock
present, or represented, and entitled to vote at the Annual
Meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2)
The Board of Directors unanimously recommends a vote
FOR ratification of the selection of the accounting firm of
KPMG LLP as independent auditors of the Company for the
fiscal year ending December 31, 2000. The ratification requires
a majority vote of those shares of Common Stock represented
and eligible to vote at the 2000 Annual Meeting of
Stockholders. Representatives of KPMG 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, 1999 $333,621 $ 34,618 240,000
Director, Chairman of 1998 $322,911 $101,006 240,000
the Board, President 1997 $297,589 $ 4,428 70,000
and Treasurer
Joseph M. Harary, 1999 $252,342 $ 43,665 130,000
Director, Executive Vice 1998 $230,319 $109,905 166,500
President and General 1997 $211,473 $ 15,769 35,000
Counsel and Assistant Secretary
(1) Consists of the payment of accrued but unused vacation, and
a performance bonus which was paid during 1998 and 1999.
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 received by executives at other companies
with comparable experience and qualifications, and to supplement
such compensation with the grant of stock options and
performance-based 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. Because 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
since the beginning of the past fiscal year.
In December 1999, the Company's Board of Directors
approved a performance bonus plan which provides for a bonus to
be paid on July 1, 2000 and January 1, 2001 equal to
approximately 1% of the increase, if any, in the Company's market
value during the first and second halves of 2000. Bonuses are
capped at a recipient's salary in the case of employees of the
Company, and are currently capped at $55,000 in the case of non-
employee directors of the Company.
The Board of Directors and the stockholders have adopted
two stock option plans which remain in effect. The purpose of
these stock option plans 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 these stock option plans 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. Currently awards for
224,672 shares of common stock were available for issuance under
the Company's stock option plans. 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 these stock option plans.
The Company's stock option plans are administered by a
committee of at least two directors who are not officers and
employees of the Company (the "Administrators"). Currently the
Administrators consist of Mr. Budin and Dr. Gold, who serve as
members of the Company's Stock Option Committee. 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
Company's 1992 Stock Option Plan and the Company's 1998
Stock Option Plan. Also stock appreciation rights and restricted
stock may be awarded under the Company's 1998 Stock Option
Plan, although there have been no awards of stock appreciation
rights and restricted stock under such plan to date. The number
of options to be granted under these stock option plans are
determined by the Administrators in their discretion.
The purchase price of Common Stock subject to each option
issued under these stock option plans will be determined by the
Board of Directors or the Administrators, as the case may be, but
in the case of an ISO 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 these stock option plans 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, ISOs 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
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 base salary from the
Company of $333,621 during 1999 and will receive an annual base
salary of $370,000 through December 31, 2000. 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 life of Mr. Saxe
in the amount of $500,000.
Stock Options Granted in 1999
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, 1999, 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 would be (a)
$60,696,295 with an assumed 5% annual rate of stock
appreciation, and (b) $153,816,328 with an assumed 10% annual
rate of stock appreciation. Of the options listed below for each of
Mr. Saxe and Mr. Harary, 23,800 options did not become
exercisable until January 1, 2000. Also options to purchase
120,000 shares and 60,000 shares of common stock granted in
1999 to Robert L. Saxe and Joseph M. Harary, respectively, only
vest if certain performance milestones are achieved during 2000.
Percent Potential Realizable
of Total Value at Assumed
Options Annual Rates of
Granted Stock Price
Number of to Exercise Appreciation for
Options Employees Price Expiration Term of Option
Name Granted in 1999 Per Share Date 5% ($) 10% ($)
Robert L. Saxe 240,000 49.42% $8.375 June 9, 2009 $569,362 $1,442,875
Joseph M. Harary 130,000 26.77% $8.375 June 9, 2009 $306,012 $ 775,495
Stock Options Exercised in 1999 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, 1999 and the value of options realized upon
exercise, and of unexercised options held by such persons on
December 31, 1999, 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 1,457,063
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. 31,1999 at Dec. 31, 1999
Robert Saxe 17,000 $ 60,669 701,525 $ 4,772,986
Joseph Harary 15,000 $ 66,988 397,987 $ 2,721,031
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, 1998 6.5000 9.7500
June 30, 1998 5.6250 8.3750
September 30, 1998 5.4375 7.6250
December 31, 1998 5.7500 11.1250
March 31, 1999 6.7500 11.0000
June 30, 1999 6.8750 10.0000
September 30, 1999 9.0625 13.5625
December 31, 1999 8.5000 15.4375
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,
1994 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.
[graph with the following data points]
Date Index Index Index
U.S. NASDAQ Electronics REFR Ask
12/30/94 $100.00 $100.00 $100.00
01/31/95 $100.53 $103.72 $96.15
02/28/95 $105.81 $117.33 $115.38
03/31/95 $108.95 $125.15 $111.06
04/28/95 $112.38 $144.56 $105.77
05/31/95 $115.29 $156.26 $109.62
06/30/95 $124.62 $177.87 $126.92
07/31/95 $133.77 $196.34 $123.08
08/31/95 $136.49 $192.45 $192.31
09/29/95 $139.63 $191.65 $219.23
10/31/95 $138.83 $200.71 $192.31
11/30/95 $142.09 $182.56 $201.92
12/29/95 $141.33 $165.62 $157.69
01/31/96 $142.04 $165.57 $163.46
02/29/96 $147.46 $172.70 $150.00
03/29/96 $147.95 $164.59 $144.23
04/30/96 $160.21 $192.74 $157.69
05/31/96 $167.56 $204.65 $157.69
06/28/96 $160.01 $188.02 $121.15
07/31/96 $145.76 $182.13 $119.23
08/30/96 $153.94 $195.34 $132.69
09/30/96 $165.70 $227.90 $146.15
10/31/96 $163.87 $244.73 $117.31
11/29/96 $174.04 $283.83 $121.15
12/31/96 $173.89 $286.42 $119.23
01/31/97 $186.23 $340.87 $132.69
02/28/97 $175.93 $301.44 $109.62
03/31/97 $164.46 $288.64 $96.15
04/30/97 $169.58 $312.75 $105.77
05/30/97 $188.79 $323.19 $96.15
06/30/97 $194.59 $308.52 $98.08
07/31/97 $215.10 $387.27 $140.38
08/29/97 $214.79 $396.47 $165.38
09/30/97 $227.52 $400.65 $154.81
10/31/97 $215.67 $335.08 $148.08
11/28/97 $216.81 $333.50 $131.73
12/31/97 $213.07 $300.25 $119.23
01/30/98 $219.82 $334.19 $109.62
02/27/98 $240.49 $371.68 $145.19
03/31/98 $249.36 $330.37 $124.04
04/30/98 $253.57 $347.13 $116.35
05/29/98 $239.49 $302.52 $113.46
06/30/98 $256.21 $307.16 $97.12
07/31/98 $253.22 $332.45 $94.23
08/31/98 $203.17 $273.25 $100.00
09/30/98 $231.37 $319.27 $107.69
10/30/98 $241.36 $346.02 $105.77
11/30/98 $265.78 $413.48 $119.23
12/31/98 $300.25 $464.11 $169.23
01/29/99 $343.91 $539.93 $146.15
02/26/99 $313.08 $466.49 $125.48
03/31/98 $335.86 $481.94 $115.38
04/30/98 $345.30 $508.80 $147.12
05/31/99 $337.34 $474.19 $137.50
06/30/99 $367.47 $546.96 $153.85
07/30/99 $362.12 $606.66 $155.77
08/31/99 $376.46 $696.59 $207.69
09/30/99 $375.85 $656.72 $153.85
10/29/99 $403.16 $726.81 $160.58
11/30/99 $446.17 $790.31 $150.96
12/31/99 $542.43 $910.46 $228.85
CERTAIN TRANSACTIONS
The following is a description of any transactions involving
indebtedness of management to the Company which exceeded
$60,000 during 1999. Robert L. Saxe, the President and Chairman
of the Company, borrowed $200,000 from the Company during
1996 and $925,000 during 1997. Robert I.. Thompson, the
Company's former Executive Vice President and a Director
borrowed $50,000 from the Company in 1993, $167,000 in 1994,
55,000 in 1996, and $460,000 in 1997. The Company loaned its
Vice President, Joseph M. Harary, $32,500 in 1994, $95,000 in
1996, and $5,000 in 1997. During 1997, officers repaid several
loans and made aggregate principal payments of $592,353 of which
$39,810 was paid in cash and $552,543 was paid through the
surrender of shares of the Company's common stock. During 1998,
officers made aggregate principal payments of $542,186 against
such loans of which $40,000 was paid in cash and $502,186 was
paid through the surrender of the Company's common stock.
During 1999, officers made aggregate principal payments of
$732,000 against such loans of which $345,000 was paid in cash
and $387,000 was paid through the surrender of the Company's
common stock. In addition, as part of a settlement of a litigation
brought by the estate of Robert I. Thompson, a former officer of the
Company, relating to the status of certain collateral of loans made
to Mr. Thompson, options to purchase 181,447 shares of common
stock were also cancelled. 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.
2001 STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal for action
at the Company's 2001 Annual Meeting of Stockholders, must
comply with and meet the requirements of the Company's By-
Laws and of Rule 14a-8 of the Securities and Exchange
Commission. Rule 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,
Attention: General Counsel, by December 31, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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. 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, 2000
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999,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, 2000.
[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 8, 2000
The undersigned hereby appoints Robert L. Saxe 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 8, 2000, 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:_______________________________________________ _____, 2000
____________________________________________________________
____________________________________________________________
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
[PROXY CARD - BACK]
1. ELECTION OF CLASS I DIRECTOR
NOMINEE: Joseph M. Harary.
[ ] FOR nominee listed above.
[ ] FOR nominee listed above EXCEPT:______________________________
(Instruction: To withhold authority to vote on any individual nominee,
write the name in the space at the right.)
[ ] WITHHOLD AUTHORITY to vote for nominee listed above.
2. RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
[ ] 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
ALL the nominees listed above and FOR APPROVAL of Proposal 2.
Please indicate whether or not you plan to attend the Annual Meeting
on Thursday, June 8, 2000.
Yes [ ] No [ ]
