-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9nvfke80rIiFBHLWU68LQUWhVH4j+TW49E39DzFmwxDsflaQFrofKVGIfIOI0Yy 368Wy3mWlNtkXAx4JbfdgA== 0000793524-05-000014.txt : 20050915 0000793524-05-000014.hdr.sgml : 20050915 20050915172130 ACCESSION NUMBER: 0000793524-05-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050915 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20050915 DATE AS OF CHANGE: 20050915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESEARCH FRONTIERS INC CENTRAL INDEX KEY: 0000793524 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 112103466 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09399 FILM NUMBER: 051087307 BUSINESS ADDRESS: STREET 1: 240 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797-2033 BUSINESS PHONE: 5163641902 MAIL ADDRESS: STREET 1: 240 CROSSWAYS PARK DR CITY: WOODBURY STATE: NY ZIP: 11797-2033 8-K 1 form8krfi4.txt RESEARCH FRONTIERS FORM 8-K DATED SEPTEMBER 15, 2005 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K ---------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 15, 2005 ---------------------- RESEARCH FRONTIERS INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-9399 11-2103466 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 240 CROSSWAYS PARK DRIVE WOODBURY, NEW YORK 11797-2033 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ===================================================================== Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Research Frontiers Incorporated received a letter from The Nasdaq Stock Market on July 5, 2005, indicating that the Company's market value of listed securities is below the minimum $50 million requirement for continued listing on the Nasdaq National Market System. The letter states that if the Company's market value of listed securities does not exceed $50 million for a minimum of 10 consecutive business days prior to August 4, 2005, Nasdaq will notify the Company that the Company's securities will be delisted from the Nasdaq National Market. Research Frontiers received a Staff Determination Letter on August 8, 2005 indicating that Research Frontiers common stock is no longer eligible for continued listing on the Nasdaq National Market System because the market value of the Company's listed securities was below the minimum $50 million requirement for continued listing on the Nasdaq National Market System under Nasdaq Marketplace Rule 4450(b)(1)(A). Research Frontiers filed a request for, and had, a hearing before the Nasdaq Listing Qualifications Panel to appeal the Staff Determination Letter. The Company was notified on September 15, 2005 that the Nasdaq Listing Qualifications Panel has determined to transfer the listing of the Company's common stock from the Nasdaq National Market to the Nasdaq SmallCap Market. Effective with the open of business on Friday, September 16, 2005, Research Frontiers common stock will trade on the Nasdaq SmallCap Market under its current symbol "REFR". Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Research Frontiers Press Release Dated September 15, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RESEARCH FRONTIERS INCORPORATED Dated: September 15, 2005 /s/ Joseph M. Harary --------------------------- By: Joseph M. Harary Title: President EX-99 2 pr091505.txt RESEARCH FRONTIERS PRESS RELEASE DATED SEPTEMBER 15, 2005 Research Frontiers Incorporated Common Stock Listing to Move from Nasdaq National Market to Nasdaq SmallCap Market Woodbury, NY - September 15, 2005 - Research Frontiers Incorporated (Nasdaq:REFR) today announced that it has received a determination from the Nasdaq Listing Qualifications Panel to transfer the listing of the Company's common stock from the Nasdaq National Market to the Nasdaq SmallCap Market. Effective with the open of business on Friday, September 16, 2005, Research Frontiers common stock will trade on the Nasdaq SmallCap Market under its current symbol "REFR". The determination followed a Nasdaq Staff Determination Letter received by Research Frontiers on August 8, 2005 indicating that Research Frontiers common stock is no longer eligible for continued listing on the Nasdaq National Market System because the market value of the Company's listed securities was below the minimum $50 million requirement for continued listing on the NASDAQ National Market System under Nasdaq Marketplace Rule 4450(b)(1)(A). About SPD Technology and Research Frontiers Incorporated Research Frontiers Incorporated develops and licenses suspended particle device (SPD) technology used in VaryFast SPD- Smart light-control glass and plastic products. SPD technology, made possible by a flexible light-control film invented by Research Frontiers, allows the user to instantly and precisely control the amount of light transmitted through glass or plastic, either manually or automatically. SPD technology has numerous product applications, including: SPD-Smart windows, skylights and interior partitions for homes and buildings; automotive windows, sunroofs, sunvisors, rear-view mirrors, instrument panels and navigation systems; aircraft windows; eyewear products; and flat panel displays for electronic products. SPD-Smart film technology was awarded a "Best of What's New Award" from Popular Science magazine for home technology and was also named by the Society of Automotive Engineers' Aerospace Engineering magazine as one of the top new technologies. SPD technology is covered by over 450 patents and patent applications held by Research Frontiers worldwide. Currently 33 companies are licensed to use Research Frontiers' patented SPD light-control technology for SPD emulsions, film, and end products. Information about Research Frontiers and its licensees can be found at www.SmartGlass.com. Note: From time to time Research Frontiers may issue forward- looking statements which involve risks and uncertainties. This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ and are not guaranteed. Any forward-looking statements should be considered accordingly. SPD-SmartTM, VaryFastTM, Powered by SPDTM, The View of the Future Everywhere You LookTM and Visit SmartGlass.com - to change your view of the world are trademarks of Research Frontiers Incorporated. For further information, please contact: Joseph M. Harary, President or Patricia A. Bryant, Manager of Investor Relations 516-364-1902 or via email at info@SmartGlass.com -----END PRIVACY-ENHANCED MESSAGE-----