-----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, UKPN8MUBLx+hYttCcHXx4YmAHC1FgTZ/Kw/OLbK1c0NLWBbFnmKZslJgDBIxH63k IEipw6SQP8aYgMQzCU+2dA== 0000793524-07-000017.txt : 20071231 0000793524-07-000017.hdr.sgml : 20071231 20071231163624 ACCESSION NUMBER: 0000793524-07-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071231 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071231 DATE AS OF CHANGE: 20071231 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: 071334772 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 form8krfi12312007.txt RESEARCH FRONTIERS CURRENT REPORT ON FORM 8-K DATED DECEMBER 31, 2007 ===================================================================== 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): December 31, 2007 ---------------------- 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 5.02 Retirement of Albert P. Malvino from Board of Directors On December 31, 2007 Research Frontiers Inc. (Nasdaq: REFR), the developer and licensor of SPD-Smart light-control technology, announced that Albert P. Malvino is resigning from its Board of Directors as of today but will remain on its Advisory Board. Albert Malvino noted that "It has been a privilege to be part of Research Frontiers' development. I have served on the Research Frontiers Board of Directors for over five years. During that time, I have seen first generation SPD film technology replaced by improved next-generation SPD light-control film with greater range and clarity. One major company, Hitachi Chemical, is now in production of this next-generation SPD film, and a second film manufacturer is expected to be on line with its own production shortly. Key licensees of our company have active businesses relating to Research Frontiers' SPD light-control technology, and are devoting substantial resources to developing those businesses. I have great confidence in our current management team, and now that two new highly-qualified individuals with strong business backgrounds relevant to our business have joined our Board of Directors, I can relax, attend to some health issues, and in a more limited supporting role, enjoy the benefits that I expect are in store for our shareholders and licensees over the next phase of Research Frontiers'growth." Robert L. Saxe, Chairman of Research Frontiers' Board of Directors and founder of the company, noted some of Al Malvino's many achievements: "Al is a problem solver and creative thinker who has been an important contributor to our success in reaching this point of development in the Company's history. In addition to his publications in the field of electronics and other works, Al Malvino is the lead inventor on 71 patents and patent applications held by Research Frontiers worldwide on methods and devices for controlling SPD-Smart windows and other products. It has been a great pleasure working with Al, and I am especially pleased that he will continue to make his expertise available to Research Frontiers and our licensees and will remain active on our Advisory Board. He is not leaving the Research Frontiers family as much as he is changing his role within the family." Albert P. Malvino, Ph.D., age 76, had been a Director of the Research Frontiers since August 2002, served as Chairman of the Company's Nominating Committee, and has also been a member of the Company's Advisory Board since June 2002. Dr. Malvino trained at the Naval Electronics Technician School and graduated from the University of Santa Clara Summa Cum Laude in 1959 with a B.S. degree in Electrical Engineering. For the next five years, he worked as an electronics engineer at Microwave Laboratories and at Hewlett-Packard while earning his MSEE from San Jose State University in 1964. He then taught at Foothill College for the next four years, wrote five textbooks, and was awarded a National Science Foundation Fellowship in 1968. After receiving a Ph.D. in Electrical Engineering from Stanford University in 1970, Dr. Malvino embarked on a full-time writing career, creating and revising electronics-technology textbooks now used throughout the world. In 1984, he founded Malvino Inc. to publish animated textbooks and other educational software for electronics. He has written 10 textbooks that are used at universities, technical institutes and corporations worldwide and which have been translated into 20 foreign languages with over 108 editions, and which have sold over 2 million copies. Research Frontiers' press release (which is included herewith as an exhibit), is available on various web sites including Research Frontiers' website at http://www.SmartGlass.com. The press release may include statements that may constitute "forward-looking" statements as referenced in the Private Securities Litigation Reform Act of 1995. Those statements usually contain words such as "believe", "estimate", "project", "intend", "expect", or similar expressions. Any forward-looking statements are made by the Company in good faith, pursuant to the safe-harbor provisions of the Act. These forward-looking statements reflect management's current views and projections regarding economic conditions, industry environments and Company performance. Factors, which could significantly change results, include but are not limited to: sales performance, expense levels, competitive activity, interest rates, changes in the Company's financial condition and several business factors. Additional information regarding these and other factors may be included in the Company's quarterly 10-Q and 10K filings and other public documents, copies of which are available from the Company on request. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of the press release. The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Research Frontiers Press Release dated December 31, 2007. 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: December 31, 2007 /s/ Joseph M. Harary --------------------------- By: Joseph M. Harary Title: President EX-99 2 ex99.txt RESEARCH FRONTIERS PRESS RELEASE DATED DECEMBER 31, 2007 ALBERT P. MALVINO ANNOUNCES RETIREMENT FROM RESEARCH FRONTIERS BOARD OF DIRECTORS WOODBURY, NY, December 31, 2007 - Research Frontiers Inc. (Nasdaq: REFR), the developer and licensor of SPD-Smart light-control technology, announced that Albert P. Malvino is resigning from its Board of Directors as of today but will remain on its Advisory Board. Albert Malvino noted that "It has been a privilege to be part of Research Frontiers' development. I have served on the Research Frontiers Board of Directors for over five years. During that time, I have seen first generation SPD film technology replaced by improved next-generation SPD light-control film with greater range and clarity. One major company, Hitachi Chemical, is now in production of this next-generation SPD film, and a second film manufacturer is expected to be on line with its own production shortly. Key licensees of our company have active businesses relating to Research Frontiers' SPD light-control technology, and are devoting substantial resources to developing those businesses. I have great confidence in our current management team, and now that two new highly-qualified individuals with strong business backgrounds relevant to our business have joined our Board of Directors, I can relax, attend to some health issues, and in a more limited supporting role, enjoy the benefits that I expect are in store for our shareholders and licensees over the next phase of Research Frontiers' growth." Robert L. Saxe, Chairman of Research Frontiers' Board of Directors and founder of the company, noted some of Al Malvino's many achievements: "Al is a problem solver and creative thinker who has been an important contributor to our success in reaching this point of development in the Company's history. In addition to his publications in the field of electronics and other works, Al Malvino is the lead inventor on 71 patents and patent applications held by Research Frontiers worldwide on methods and devices for controlling SPD-Smart windows and other products. It has been a great pleasure working with Al, and I am especially pleased that he will continue to make his expertise available to Research Frontiers and our licensees and will remain active on our Advisory Board. He is not leaving the Research Frontiers family as much as he is changing his role within the family." Albert P. Malvino, Ph.D., age 76, had been a Director of the Research Frontiers since August 2002, served as Chairman of the Company's Nominating Committee, and has also been a member of the Company's Advisory Board since June 2002. Dr. Malvino trained at the Naval Electronics Technician School and graduated from the University of Santa Clara Summa Cum Laude in 1959 with a B.S. degree in Electrical Engineering. For the next five years, he worked as an electronics engineer at Microwave Laboratories and at Hewlett-Packard while earning his MSEE from San Jose State University in 1964. He then taught at Foothill College for the next four years, wrote five textbooks, and was awarded a National Science Foundation Fellowship in 1968. After receiving a Ph.D. in Electrical Engineering from Stanford University in 1970, Dr. Malvino embarked on a full-time writing career, creating and revising electronics-technology textbooks now used throughout the world. In 1984, he founded Malvino Inc. to publish animated textbooks and other educational software for electronics. He has written 10 textbooks that are used at universities, technical institutes and corporations worldwide and which have been translated into 20 foreign languages with over 108 editions, and which have sold over 2 million copies. About SPD Technology and Research Frontiers Incorporated Research Frontiers Incorporated (Nasdaq: REFR) develops and licenses suspended particle device (SPD) technology used in VaryFast SPD-Smart controllable glass and plastic products. Other benefits include noise reduction, greater security for both privacy and structural integrity, and the protection of interiors and occupants from heat and harmful ultraviolet radiation. SPD technology, made possible by a flexible light-control film invented by Research Frontiers, allows the user to instantly, precisely and uniformly control the shading of glass or plastic, either manually or automatically. This film can be used to transform into "smart" products a variety of products used every day in homes, buildings, cars, aircraft, boats, trains and motorcoaches. SPD technology product applications include: SPD-Smart windows, sunshades, skylights and interior partitions for homes and buildings; automotive windows, sunroofs, sunvisors, sunshades, and mirrors; aircraft and marine windows and window shades; 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, received the 2007 North American Frost & Sullivan Award for Excellence in Technology for glass, and was also recognized as one of the top technologies by the Society of Automotive Engineers' Aerospace Engineering magazine. SPD technology is covered by over 500 patents and patent applications held by Research Frontiers worldwide. Currently 34 companies are licensed to use Research Frontiers' patented SPD light-control technology in emulsions, films, or end-products. Further information about SPD-Smart technology, 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. Actual results could differ and are not guaranteed. Any forward-looking statements should be considered accordingly. SPD-Smart(tm), SPD-SmartGlass(tm), SmartGlass(tm), VaryFast(tm), Powered by SPD(tm), The View of the Future - Everywhere You Look(tm) and Visit SmartGlass.com - to change your view of the world(tm) are trademarks of Research Frontiers Incorporated. For further information, please contact: Research Frontiers Incorporated Joseph M. Harary, President Patricia A. Bryant, Manager of Investor Relations (516) 364-1902 info@SmartGlass.com -----END PRIVACY-ENHANCED MESSAGE-----