SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RESEARCH FRONTIERS INCORPORATED
(Exact name of Registrant as Specified in its Charter)
Delaware 11-2103466
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
240 Crossways Park Drive
Woodbury, New York 11797
(Address of principal executive offices) (zip code)
If this Form relates to the
registration of a class of
debt securities and is
effective upon filing
pursuant to General
Instruction A(c)(1) please
check the following box.[]
If this Form relates to the
registration of a class of
debt securities and is to
become effective
simultaneously with the
effectiveness of a concurrent
registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which
to be so registered Each Class is to be Registered
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to purchase Common Stock
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On February 18, 2003, the Board of Directors of Research Frontiers
Incorporated (the "Company") declared a dividend distribution of one
Right for each outstanding share of common stock, par value $.0001 per
share, of the Company (the "Common Stock") to stockholders of record
at the close of business on March 3, 2003. In addition, a Right will
attach to each share of Common Stock issued by the Company between
that time and the time the Rights become exercisable. Each Right
entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $60 per share, subject to adjustment (the
"Purchase Price").
The terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Continental Stock Transfer &
Trust Company, as Rights Agent. This summary does not purport to be
complete and should be read together with the Rights Agreement, a
copy of which is attached hereto as Exhibit 4.1 and is incorporated
herein by reference.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates
will be distributed. The Rights will separate from the Common Stock
and become exercisable upon the earlier to occur of the following events
(the "Distribution Date"):
(a) the close of business on the 10th business day (or such later date as
the Board shall determine) following the first public
announcement that a person or group of affiliated or associated
persons (subject to certain exceptions listed in the Rights
Agreement, an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Share Acquisition
Date"), or
(b) the close of business on the 10th business day (or such later
date as the Board shall determine) following the commencement of
a tender offer or exchange offer that would result in a person or
group beneficially owning 15% or more of the outstanding shares
of Common Stock.
Until the Distribution Date:
(a) the Rights will be evidenced by the Common Stock certificates
and will be transferred with and only with the Common Stock
certificates,
(b) new Common Stock certificates issued after March 3, 2003 will
contain a notation incorporating the Rights Agreement by
reference, and
(c) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by those
certificates.
The Rights will expire at the close of business on February 18,
2013, unless earlier redeemed or exchanged by the Company as
described below.
As promptly as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date. After the Distribution
Date, the separate Right Certificates alone will represent the Rights.
If:
(a) the Company is the surviving corporation in a merger with an
Acquiring Person and its Common Stock is not changed or
exchanged,
(b) any person becomes an Acquiring Person and remains an
Acquiring Person as of the Share Acquisition Date with respect to
such person,
(c) an Acquiring Person engages in one or more "self-dealing"
transactions as set forth in the Rights Agreements, or
(d) during such time as there is an Acquiring Person, an event
occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., by means of a
reverse stock split or recapitalization),
thereafter, each holder of a Right will have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
Purchase Price. However, this will not apply to Rights beneficially
owned by and Acquiring Person, whose rights will become null and
void. In addition, Rights will not be exercisable following the
occurrence of any of the events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $60 per Right, each Right not
owned by an Acquiring Person following an event set forth in the
preceding paragraph would entitle its holder to purchase $120 worth of
Common Stock (or other consideration, as noted above) for $60.
Assuming that the Common Stock had a per share market price of $10 at
such time, the holder of each valid Right would be entitled to purchase
12 shares of Common Stock for $60.
If, following the Share Acquisition Date,
(a) the Company is acquired in a merger or other business
combination transaction in which the Company is not the
surviving corporation (other than a merger of the nature descended
above),
(b) any person consolidates or merges with the Company and all
or part of the Common Stock is converted or exchanged for
securities, cash or property of any other person, or
(c) 50% or more of the Company's assets or earning power is sold or
transferred,
each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the Acquiring Person having a value equal to
two times the exercise price of the Right.
At any time after a person becomes an Acquiring Person and as
long as no person beneficially owns 50% or more of the Common Stock
the Company may exchange all or part of the outstanding and
exercisable Rights for shares of Common Stock at an exchange ratio
specified in the Rights Agreement.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent certain
types of dilution. With certain exceptions, no adjustment to the
Purchase Price will be made until cumulative adjustments amount to at
least 1% of the Purchase Price. The Company is not required to issue
fractional shares of Common Stock or Rights. In lieu thereof, an
adjustment in cash may be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time prior to the Distribution Date, the Company may
redeem the Rights in whole, but not in part, at a price of $.0001 per
Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action
of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to
receive the redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of
the Acquiring Person as set forth above or in the event that the Rights
are redeemed or exchanged.
Prior to the Distribution Date, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
without approval of the holders of the Common Stock. After the
Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time
period governing redemption may be made at such time as the Rights
are not redeemable.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Board of Directors unless
the offer is conditioned on a substantial number of Rights being
acquired. However, the Rights should not interfere with any merger or
other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at $.0001 per Right at any
time on or prior to the Distribution Date. Thus, the Rights are intended
to encourage persons who may seek to acquire control of the Company
to initiate such an acquisition through negotiations with the Board of
Directors. However, the effect of the Rights may be to discourage a
third party from making a partial tender offer or otherwise attempting to
obtain a substantial position in the Company's equity securities or
seeking to obtain control of the Company. To the extent any potential
acquirers are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
The Board of Directors declared the distribution of Rights after
considering the extensive consolidation and takeover activity taking
place over the past few years and the recent expiration of the
Company's 1993 stockholder rights plan. The Rights are intended to
protect stockholder against partial tender offers and other abusive tactics
that might be used in an attempt to gain control of the Company without
paying all stockholders a fair price for their shares by encouraging
anyone seeking to acquire the Company to first negotiate with the Board
of Directors.
Item 2. Exhibits.
4.1 Form of Rights Agreement dated as of February 18,
2003 between Research Frontiers Incorporated and
Continental Stock Transfer & Trust Company,
including Form of Right Certificate (Exhibit A) and
Summary of Rights to Purchase Common Stock
(Exhibit B).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
RESEARCH FRONTIERS INCORPORATED
By: /s/ Robert L. Saxe
Robert L. Saxe, Chairman
Date: February 24, 2003