-----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, L6tJWkHmNmTBET05dWFv3sMbAKZdM8FBAPg9ph4TWYHhh8f6Iv5zaobwLAKmwSS6 RdPZ7+vTa5CvJ+cscQyEsw== 0000793524-09-000030.txt : 20091218 0000793524-09-000030.hdr.sgml : 20091218 20091218170259 ACCESSION NUMBER: 0000793524-09-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 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: 091250711 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 form8krfi12182009.txt RESEARCH FRONTIERS CURRENT REPORT ON FORM 8-K DATED DECEMBER 18, 2009 ===================================================================== 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 18, 2009 ---------------------- 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 Robert M. Budin from Board of Directors On December 18, 2009, Research Frontiers Inc. (Nasdaq: REFR), the developer and licensor of SPD-Smart(TM) light-control technology, announced that Robert M. Budin is retiring from its Board of Directors effective as of December 31, 2009. Mr. Budin noted that "It has been a privilege to be part of Research Frontiers' development as the SPD light-control industry was born and has come of age. I have served on the Research Frontiers Board of Directors for twenty-two years and enjoyed participating in the birth of this industry which has so many benefits in terms of energy-savings, aesthetics, comfort and safety. Now that the technology is in production, the pace of its growth is accelerating, and new Board members have joined to help the Company during its next phase of development. I leave the Company with strong leadership and good business partners to help it achieve its great potential as a world-transforming technology." Robert L. Saxe, Chairman of Research Frontiers' Board of Directors and founder of the Company, noted that "Bob Budin became involved with Research Frontiers right before its public offering and led a group of investors which enabled Research Frontiers to become a public company and to develop SPD light-control technology into a budding industry. Now a number of the world's largest glass and chemical companies have become licensed to use Research Frontiers SPD-Smart light control technology, and are building businesses around this important technology. Bob Budin has helped me guide our Company through its early formative years, and has contributed to our success. We greatly appreciate his many years of service to our Company." Mr. Budin, age 77, 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. Mr. Budin served on the Company's Nominating and Corporate Governance, Compensation, and Audit Committees. Research Frontiers' press release about the foregoing dated December 18, 2009 is incorporated herein by reference and filed as Exhibit 99.1 hereto. A copy of this press release is available on the Company's website at http://www.SmartGlass.com. This report, and the press release referred to herein 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 10-K 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 this report. The information in this Form 8-K, and the press release referred to herein 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 18, 2009 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 /s/ Joseph M. Harary --------------------------- By: Joseph M. Harary Title: President Dated: December 18, 2009 EX-99 2 ex99.txt RESEARCH FRONTIERS PRESS RELEASE DATED DECEMBER 18, 2009 ROBERT M. BUDIN RETIRES FROM RESEARCH FRONTIERS BOARD OF DIRECTORS Woodbury, New York - December 18, 2009. Research Frontiers Inc. (Nasdaq: REFR), the developer and licensor of SPD-Smart(TM) light-control technology, announced that Robert M. Budin is retiring from its Board of Directors effective as of December 31, 2009. Mr. Budin noted that "It has been a privilege to be part of Research Frontiers' development as the SPD light-control industry was born and has come of age. I have served on the Research Frontiers Board of Directors for twenty-two years and enjoyed participating in the birth of this industry which has so many benefits in terms of energy-savings, aesthetics, comfort and safety. Now that the technology is in production, the pace of its growth is accelerating, and new Board members have joined to help the Company during its next phase of development. I leave the Company with strong leadership and good business partners to help it achieve its great potential as a world-transforming technology." Robert L. Saxe, Chairman of Research Frontiers' Board of Directors and founder of the Company, noted that "Bob Budin became involved with Research Frontiers right before its public offering and led a group of investors which enabled Research Frontiers to become a public company and to develop SPD light-control technology into a budding industry. Now a number of the world's largest glass and chemical companies have become licensed to use Research Frontiers SPD-Smart light control technology, and are building businesses around this important technology. Bob Budin has helped me guide our Company through its early formative years, and has contributed to our success. We greatly appreciate his many years of service to our Company." Mr. Budin, age 77, 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. Mr. Budin served on the Company's Nominating and Corporate Governance, Compensation, and Audit Committees. About SPD Technology and Research Frontiers Inc. Research Frontiers Inc. (Nasdaq: REFR) develops and licenses suspended particle device (SPD) technology used in VaryFast SPD-Smart controllable glass and plastic products. Benefits include dynamic control of light, glare and heat passing through many types of glazings, noise reduction, greater security due to 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 and patented by Research Frontiers, allows the user to instantly, precisely and uniformly control the shading of glass or plastic, either manually or automatically. This patented 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. Current product applications for SPD technology include: SPD-Smart windows, sunshades, skylights, atria, curtainwalls and interior partitions for homes and buildings; automotive windows, sunroofs, roof systems, sunvisors and sunshades; and aircraft and marine windows and window shades. Potential future applications include: eyewear products including sunglasses, ski goggles and motorcycle helmets, mirrors; flat panel displays for electronic products; and light-control filters for various industrial and consumer applications. SPD-Smart film technology was awarded the "Best of What's New Award" for home technology from Popular Science magazine, 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 35 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), Speed Matters(tm), Powered by SPD(tm), SPD Clean Technology(tm), SPD On-Board(tm), Visit SmartGlass.com - to change your view of the world(tm) and The View of the Future - Everywhere You Look(tm) are trademarks of Research Frontiers Inc. For further information or to arrange a visit to the Research Frontiers Design Center, please contact: Research Frontiers Inc. Gregory M. Sottile, Ph.D.-Director of Market Development Info@SmartGlass.com (516) 364-1902 -----END PRIVACY-ENHANCED MESSAGE-----