SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2005 Commission File No. 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 11-2103466
(State of incorporation or organization) (IRS Employer
Identification No.)
240 Crossways Park Drive, Woodbury, N.Y. 11797
(Address of principal executive offices) (Zip Code)
(516) 364-1902
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No __
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes X No __
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of August 8, 2005, there were outstanding 13,812,559 shares
of Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
June 30,2005
Assets (Unaudited) Dec.31,2004
Current assets:
Cash and cash equivalents $ 5,420,315 2,602,063
Royalty receivables, net of reserves of $82,522 165,294 54,544
Prepaid expenses and other current assets 131,417 60,357
Total current assets 5,717,026 2,716,964
Fixed assets, net 114,038 121,104
Deposits 22,605 22,605
Total assets $ 5,853,669 2,860,673
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 121,264 116,440
Deferred revenue 90,000 10,000
Accrued expenses and other 152,704 341,930
Total liabilities 363,968 468,370
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share; authorized
100,000,000 shares, issued and outstanding 13,812,559
and 12,812,559 shares, respectively 1,381 1,281
Additional paid-in capital 62,576,288 57,576,388
Accumulated deficit (57,087,968) (55,185,366)
Total shareholders' equity 5,489,701 2,392,303
Total liabilities and shareholders' equity $ 5,853,669 2,860,673
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Six months ended Three months ended
June 30,2005 June 30,2004 June 30,2005 June 30,2004
Fee income $ 78,242 93,327 $ 36,992 56,008
Operating expenses 1,311,363 1,228,989 716,447 564,946
Research and development 728,794 1,003,698 319,725 504,329
Charge for reduction in value
of investment in SPD Inc. -- 209,704 -- --
2,040,157 2,442,391 1,036,172 1,069,275
Operating loss (1,961,915) (2,349,064) ( 999,180) (1,013,267)
Net investment income 59,313 13,212 37,076 6,229
Net loss $ (1,902,602) (2,335,852) $ (962,104) (1,007,038)
Basic and diluted net loss
per common share $ (.14) (.18) $ (.07) (.08)
Weighted average number of
common shares outstanding 13,569,46 12,780,001 13,812,559 12,794,718
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Six months ended
June 30,2005 June 30, 2004
Cash flows from operating activities:
Net loss $(1,902,602) (2,335,852)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 22,279 38,526
Charge for reduction in value of investment in SPD Inc. -- 209,704
Expense relating to cashless exercise of stock options -- 15,708
Changes in assets and liabilities:
Royalty receivable (110,750) (56,818)
Prepaid expenses and other current assets (71,060) (801)
Deferred revenue 80,000 57,471
Accounts payable and accrued expenses (184,402) 87,053
Net cash used in operating activities (2,166,535) (1,985,009)
Cash flows from investing activities:
Purchase of fixed assets (15,213) (24,594)
Net cash used in investing activities (15,213) (24,594)
Cash flows from financing activities:
Proceeds from issuances of common stock 5,000,000 1,100,914
Net cash provided by financing activities 5,000,000 1,100,914
Net increase (decrease) in cash and cash equivalents 2,818,252 (908,689)
Cash and cash equivalents at beginning of year 2,602,063 5,072,290
Cash and cash equivalents at end of period $ 5,420,315 4,163,601
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
June 30, 2005
(Unaudited)
Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP) for interim financial
information and with the instructions to Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments considered necessary
for a fair presentation have been included. All such adjustments are
of a normal recurring nature. Operating results for the six months
ended June 30, 2005 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31,
2005. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Annual Report on
Form 10-K (Form 10-K) relating to Research Frontiers Incorporated
(the Company) for the fiscal year ended December 31, 2004.
Business
The Company operates in a single business segment which is
engaged in the development and marketing of technology and
devices to control the flow of light. Such devices, often referred
to as "light valves" or suspended particle devices (SPDs), use
colloidal particles that are either incorporated within a liquid
suspension or a film, which is usually enclosed between two sheets
of glass or plastic having transparent, electrically conductive
coatings on the facing surfaces thereof. At least one of the two
sheets is transparent. SPD technology, made possible by a flexible
light-control film invented by Research Frontiers, allows the user
to instantly and precisely control the shading of glass/plastic
manually or automatically. SPD technology has numerous product
applications, including: SPD-Smart windows, sunshades,
skylights and interior partitions for homes and buildings;
automotive windows, sunroofs, sun-visors, sunshades, rear-view
mirrors, instrument panels and navigation systems; aircraft
windows; eyewear products; and flat panel displays for electronic
products. SPD-Smart light control film is now being used in
architectural, automotive, marine, aerospace and appliance applications.
Investment in SPD Inc.
During the second quarter of 2001, the Company, through its
wholly-owned subsidiary, SPD Enterprises, Inc., invested
approximately $750,000 for a minority equity interest in SPD Inc.,
a subsidiary of Hankuk Glass Industries Inc., Korea's largest glass
manufacturer, which was dedicated exclusively to the production
of suspended particle device (SPD) light-control film and a wide
variety of end-products using SPD film. In April 2003, the
Company's wholly-owned subsidiary, SPD Enterprises, Inc.,
invested $74,902 in SPD Inc., raising its equity ownership from
6.67% to 6.91%. SPD Inc.'s parent company invested at the same
time and at the same price, $748,931, raising its equity ownership
in SPD Inc. from 66.67% to 69.09%. During 2003, the Company
recorded total non-cash accounting charges of $615,200 against
income to reflect a reduction in the value of its investment in SPD
Inc. These non-cash charges were determined as follows: During
the first quarter of 2003, the Company recorded a non-cash charge
against income of $255,200 to reflect a reduction in the value of its
investment in SPD Inc. determined based upon the April 2003
financing, and the Company recorded a further non-cash charge
against income of $360,000 as of the end of 2003 to reflect a
reduction in the value of its investment in SPD Inc. determined
based upon its review of the financial position and results of
operations of SPD Inc. as of and for the year ended December 31,
2003. On April 28, 2004, SPD Inc. informed the Company that it
was planning to sell its equipment and other assets and cease its
business activities. As a result, the Company wrote off its entire
remaining investment in SPD Inc. of $209,704 in the first quarter
of 2004. During the fourth quarter of 2004, the Company
received a payment of $44,203 as part of a liquidation distribution
made by SPD Inc. to its shareholders, resulting in a total net non-
cash charge against income of $165,501 in 2004. The Company's
license agreement with Hankuk Glass Industries provided for the
payment of minimum annual royalties to the Company in 2002 and
2003. These amounts were all paid in full in 2004. Hankuk Glass
Industries' license agreement expired by its terms on December 31, 2004.
Patent Costs
The Company expenses costs relating to the development or acquisition of
patents due to the uncertainty of the recoverability of these items.
Revenue Recognition
The Company has entered into a number of license agreements
covering its light control technology. The Company receives
minimum annual royalties under certain license agreements and
records fee income on a ratable basis each quarter. In instances
when sales of licensed products by its licensees exceed minimum
annual royalties, the Company recognizes fee income as the
amounts have been earned. Certain of the fees are accrued by, or
paid to, the Company in advance of the period in which they are
earned resulting in deferred revenue. Such excess amounts are
recorded as deferred revenue and recognized into income in future
periods as earned.
Stock-Based Compensation
In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure." SFAS
No. 148 provides alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based
employee compensation as originally provided by SFAS No. 123,
"Accounting for Stock-Based Compensation." Additionally, SFAS
No. 148 amends the disclosure provisions of SFAS No. 123 to
require prominent disclosure in both the annual and interim
financial statements about the method of accounting for stock-
based compensation and the effect of the method used on reported
results. The Company adopted the disclosure provisions of this
statement in the fiscal quarter ended March 31, 2003.
The exercise price for stock options granted are generally set at the
average of the high and low trading prices of the Company's
common stock on the trading date immediately prior to the date of
grant, and the related number of shares granted are fixed at the date
of grant. Under the principles of APB Opinion No. 25, the
Company does not recognize compensation expense associated
with the grant of stock options. SFAS No. 123 requires the use of
option valuation models to determine the fair value of options
granted after 1995. Pro forma information regarding net loss and
net loss per share shown below was determined as if the Company
had accounted for its employee stock options and shares sold under
its stock purchase plan under the fair value method set forth in
SFAS No. 123.
The fair value of the options was estimated at the date of grant
using a Black-Scholes option pricing model. For purposes of pro
forma disclosures, the estimated fair value of the options is
amortized over the options' vesting periods.
The following table illustrates the effect on net loss and earnings
per share as if the fair value method had been applied:
Six months ended Three months ended
June 30,2005 June 30,2004 June 30,2005 June 30,2004
Net loss $ (1,902,602) (2,335,852) (962,104) (1,007,038)
Add: Total stock-based employee
compensation expense
included in net loss $ -- 15,708 -- 15,708
Deduct: Total stock-based employee
compensation determined
under fair-value based
method for all awards $ -- (200,733) -- --
Pro forma $ (1,902,602) (2,520,877) (962,104) (991,330)
Basic and diluted net loss
per common share As reported $(0.14) (0.18) $ (0.07) (0.08)
Pro forma $(0.14) (0.20) $ (0.07) (0.08)
Shareholders' Equity
Issuance of Common Stock
For the six months ended June 30, 2005, the Company received
$5,000,000 of net cash proceeds from the issuance to institutional
investors of one million shares of its common stock and the
issuance of five-year warrants to purchase 200,000 shares of
common stock at an exercise price of $7.50 per share.
For the six months ended June 30, 2004, the Company received
$1,100,914 of net cash proceeds from the issuance of (i) 99,417
shares of common stock issued upon the exercise of warrants
resulting in net proceeds of $954,724; and (ii) 17,500 shares of
common stock issued upon the exercise of options resulting in net
proceeds of $146,190. In addition, 1,729 shares were issued
through the cashless exercise of certain options under which the
number of shares issuable upon exercise of such option was
reduced by 15,771 shares in payment of the exercise price of
options to purchase 17,500 shares. In connection therewith, the
Company recorded a non-cash compensation expense of $15,708
during the second quarter of 2004.
Treasury Stock
The Company did not repurchase any of its stock during the six
months ended June 30, 2005 or 2004.
Comprehensive Loss
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income (SFAS No. 130) requires that companies
disclose comprehensive income, which includes net loss, foreign
currency translation adjustments, minimum pension liability
adjustments, and unrealized gains and losses on marketable
securities classified as available-for-sale. The components of
comprehensive loss for the six and three months ended June 30,
2005 and 2004 are as follows:
Six months ended Three months ended
June 30,2005 June 30,2004 June 30,2005 June 30,2004
Net loss $ (1,902,602) (2,335,852) (962,104) (1,007,038)
Unrealized holding gain (loss)
arising during period -- (3,000) -- (1,375)
Total comprehensive loss $ (1,902,602) (2,338,852) (962,104) (1,008,413)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Accounting Policies
The following accounting policies are important to
understanding our financial condition and results of operations
and should be read as an integral part of the discussion and
analysis of the results of our operations and financial position. For
additional accounting policies, see note 2 to our consolidated
financial statements, "Summary of Significant Accounting
Policies" contained in the Company's Annual Report on Form 10-K.
The Company has entered into a number of license
agreements covering potential products using the Company's SPD
technology. The Company receives minimum annual royalties
under certain license agreements and records fee income on a
ratable basis each quarter. In instances when sales of licensed
products by its licensees exceed minimum annual royalties, the
Company recognizes fee income as the amounts have been earned.
Certain of the fees are accrued by, or paid to, the Company in
advance of the period in which they are earned resulting in
deferred revenue.
The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.
All of our research and development costs are charged to
operations as incurred. Our research and development expenses
consist of costs incurred for internal and external research and
development. These costs include direct and indirect overhead expenses.
The Company has historically used the Black-Scholes option-
pricing model to determine the estimated fair value of each option
grant. The Black-Scholes model includes assumptions regarding
dividend yields, expected volatility, expected lives, and risk-free
interest rates. These assumptions reflect our best estimates, but
these items involve uncertainties based on market conditions
generally outside of our control. As a result, if other assumptions
had been used in the current period, stock-based compensation
expense could have been materially impacted. Furthermore, if
management uses different assumptions in future periods, stock-
based compensation expense could be materially impacted in future years.
On occasion, the Company may issue to consultants either
options or warrants to purchase shares of common stock of the
Company at specified share prices. These options or warrants may
vest based upon specific services being performed or performance
criteria being met. In accordance with Emerging Issues Task
Force Issue 96-18, Accounting for Equity Instruments that are
Issued to Other than Employees for Acquiring, or in Conjunction
with Selling, Goods or Services, the Company would be required
to record consulting expenses based upon the fair value of such
options or warrants on the date that such options or warrants vest
as determined using a Black-Scholes option pricing model.
Depending upon the difference between the exercise price and the
market price of the Company's common stock on the date that such
options or warrants vest, the amount of non-cash expenses that
could be recorded as a result of the vesting of such options or
warrants can be material.
The Company applied the cost method of accounting for its
minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries, Inc. Because no public market existed for the common
stock of SPD Inc., the Company reviewed the operating
performance, financing and forecasts for such entity in assessing
the net realizable value of this investment. During 2003, the
Company recorded total non-cash accounting charges of $615,200
against income to reflect a reduction in the value of its investment
in SPD Inc. These non-cash charges were determined as follows:
During the first quarter of 2003, the Company recorded a non-
cash charge against income of $255,200 to reflect a reduction in
the value of its investment in SPD Inc. determined based upon
recent financing activity of SPD Inc. The Company also recorded
a further non-cash charge against income of $360,000 as of the end
of 2003 to reflect a reduction in the value of its investment in SPD
Inc. determined based upon its review of the financial position and
results of operations of SPD Inc. as of and for the year ended
December 31, 2003. On April 28, 2004, SPD Inc. informed the
Company that it was planning to sell its equipment and other assets
and cease its business activities. As a result, the Company wrote
off its entire remaining investment in SPD Inc. of $209,704 in the
first quarter of 2004. During the fourth quarter of 2004, the
Company received a payment of $44,203 as part of a liquidation
distribution made by SPD Inc. to its shareholders, resulting in a
total net non-cash charge against income of $165,501 in 2004.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from these
estimates. An example of a critical estimate is the full valuation
allowance for deferred taxes that was recorded based on the
uncertainty that such tax benefits will be realized in future periods.
Controls and Procedures
We maintain a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial
statements and other disclosures included in this report, as well as
to safeguard assets from unauthorized use or disposition. We
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and with
the participation of management, including our Chief Executive
Officer and Chief Financial Officer, as of the end of the quarter
ended June 30, 2005. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective at a reasonable
assurance level in timely alerting them to material information
required to be included in our periodic Securities and Exchange
Commission filings. There were no changes that occurred during
the quarterly period ended June 30, 2005 that materially affected,
or are reasonably likely to material affect, our internal control over
financial reporting.
Results of Operations for the Six Month Periods Ended June 30, 2005 and 2004
The Company's fee income from licensing activities for the first
six months of 2005 was $78,242 as compared to $93,327 for the
first six months of 2004. This difference in fee income was
primarily the result of the timing and amount of minimum annual
royalties paid, and the date of receipt of such payment on certain
license agreements, by end-product licensees. Certain license fees,
which are paid to the Company in advance of the accounting
period in which they are earned resulting in the recognition of
deferred revenue for the current accounting period, will be
recognized as fee income in future periods. Also, licensees may
offset some or all of their royalty payments on sales of licensed
products for a given period by applying these advance payments
towards such earned royalty payments.
Operating expenses increased by $82,374 for the first six months
of 2005 to $1,311,363 from $1,228,989 for the first six months of
2004. This increase was primarily the result of higher payroll,
consulting and insurance expenses, and professional fees, partially
offset by lower marketing and depreciation expenses.
Research and development expenditures decreased by $274,904 to
$728,794 for the first six months of 2005 from $1,003,698 for the
first six months of 2004. This decrease was primarily the result of
decreased payroll, depreciation, insurance and other allocated office expenses.
During the first six months of 2004, the Company recorded a non-
cash charge against income of $209,704 to reflect a reduction in
the value of its investment in SPD Inc.
The Company's net investment income for the first six months of
2005 was $59,313, as compared to net investment income of
$13,212 for the first six months of 2004. This difference was
primarily due to higher interest rates during 2005 and higher cash
balances due to the receipt of proceeds from the sale of common
stock and warrants in February 2005.
As a consequence of the factors discussed above, the Company's
net loss was $1,902,602 ($0.14 per common share) for the first six
months of 2005 as compared to $2,335,852 ($0.18 per common
share) for the first six months of 2004.
Results of Operations for the Three Month Periods Ended June 30, 2005 and 2004
The Company's fee income from licensing activities for the second
quarter of 2005 was $36,992, as compared to $56,008 for the
second quarter of 2004. This difference in fee income was
primarily the result of the timing and amount of minimum annual
royalties paid, and the date of receipt of such payment on certain
license agreements, by end-product licensees. Certain license fees,
which are paid to the Company in advance of the accounting
period in which they are earned resulting in the recognition of
deferred revenue for the current accounting period, will be
recognized as fee income in future periods. Also, licensees may
offset some or all of their royalty payments on sales of licensed
products for a given period by applying these advance payments
towards such earned royalty payments.
Operating expenses increased by $151,501 for the second quarter
of 2005 to $716,447 from $564,946 for the second quarter of
2004. This increase was primarily the result of higher payroll,
patent, insurance and consulting expenses, partially offset by lower
marketing and depreciation expenses.
Research and development expenditures decreased by $184,604 to
$319,725 for the second quarter of 2005 from $504,329 for the
second quarter of 2004. This decrease was primarily the result of
decreased payroll and depreciation expenses, partially offset by
higher insurance expenses.
The Company's net investment income for the second quarter of
2005 was $37,076, as compared to net investment income of
$6,229 for the second quarter of 2004. This difference was
primarily due to higher interest rates during 2005 and higher cash
balances due to the receipt of proceeds from the sale of common
stock and warrants in February 2005.
As a consequence of the factors discussed above, the Company's
net loss was $962,104 ($0.07 per common share) for the second
quarter of 2005 as compared to $1,007,038 ($0.08 per common
share) for the second quarter of 2004.
Financial Condition, Liquidity and Capital Resources
During the first six months of 2005, the Company's cash and cash
equivalent balance increased by $2,818,252 principally as a result
of $5,000,000 of net proceeds received from the issuance of
common stock and warrants, offset by cash used to fund the
Company's operating activities of $2,166,535. At June 30, 2005,
the Company had working capital of $5,353,058 and its
shareholders' equity was $5,489,701.
The Company occupies premises under an operating lease
agreement which expires on January 31, 2014 and requires
minimum annual rent which rises over the term of the lease to
approximately $138,269.
During the second quarter of 2001, the Company, through its
wholly-owned subsidiary, SPD Enterprises, Inc., invested
approximately $750,000 for a minority equity interest in SPD Inc.,
a subsidiary of Hankuk Glass Industries Inc., Korea's largest glass
manufacturer, which was dedicated exclusively to the production
of suspended particle device (SPD) light-control film and a wide
variety of end-products using SPD film. In April 2003, the
Company's wholly-owned subsidiary, SPD Enterprises, Inc.,
invested $74,902 in SPD Inc., raising its equity ownership from
6.67% to 6.91%. SPD Inc.'s parent company invested at the same
time and at the same price, $748,931 , raising its equity ownership
in SPD Inc. from 66.67% to 69.09%. During 2003, the Company
recorded total non-cash charges of $615,200 against income to
reflect a reduction in the value of its investment in SPD Inc. These
non-cash charges were determined as follows: During the first
quarter of 2003, the Company recorded a non-cash charge against
income of $255,200 to reflect a reduction in the value of its
investment in SPD Inc. determined based upon recent financing
activity of SPD Inc. The Company also recorded a further non-
cash charge against income of $360,000 as of the end of 2003 to
reflect a reduction in the value of its investment in SPD Inc.
determined based upon its review of the financial position and
results of operations of SPD Inc. as of and for the year ended
December 31, 2003. On April 28, 2004, SPD Inc. informed the
Company that it was planning to sell its equipment and other assets
and cease its business activities. As a result, the Company wrote
off its entire remaining investment in SPD Inc. of $209,704 in the
first quarter of 2004. During the fourth quarter of 2004, the
Company received a payment of $44,203 as part of a liquidation
distribution made by SPD Inc. to its shareholders, resulting in a
total net non-cash charge against income of $165,501 in 2004.
During the first quarter of 2004, the Company issued to Ailouros
Ltd., a London-based institutional money management fund,
99,417 shares registered and available for issuance under a Class
A Warrant previously issued to Ailouros, resulting in net proceeds
of approximately $1 million.
In February 2005, the Company raised $5 million in net proceeds
in connection with the registered sale to institutional investors of
one million shares of its common stock and the issuance of five-
year warrants to purchase 200,000 shares of common stock at an
exercise price of $7.50 per share.
The Company expects to use its cash to fund its research and
development of SPD light valves and for other working capital
purposes. The Company's working capital and capital
requirements depend upon numerous factors, including the results
of research and development activities, competitive and
technological developments, the timing and cost of patent filings,
the development of new licensees and changes in the Company's
relationships with its existing licensees. The degree of dependence
of the Company's working capital requirements on each of the
foregoing factors cannot be quantified; increased research and
development activities and related costs would increase such
requirements; the addition of new licensees may provide additional
working capital or working capital requirements, and changes in
relationships with existing licensees would have a favorable or
negative impact depending upon the nature of such changes. Based
upon existing levels of cash expenditures, existing cash reserves
and budgeted revenues, the Company believes that it would not
require additional funding until the first quarter of 2007. There can
be no assurance that expenditures will not exceed the anticipated
amounts or that additional financing, if required, will be available
when needed or, if available, that its terms will be favorable or
acceptable to the Company. Eventual success of the Company and
generation of positive cash flow will be dependent upon the extent
of commercialization of products using the Company's technology
by the Company's licensees and payments of continuing royalties
on account thereof.
New Accounting Standards
In December 2004, the Financial Accounting Standards
Board, or FASB, issued SFAS No. 123R "Share Based Payment,"
which replaces SFAS No. 123 and supersedes APB No. 25. SFAS
No. 123R requires that the cost resulting from all share-based
payment transactions be recognized in the consolidated financial
statements. This statement applies to all share-based payment
transactions in which an entity acquires goods or services by
issuing its shares, options or other equity instruments. This
statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all
entities to apply a fair-value-based measurement method in
accounting for share-based payment transactions with employees,
except for equity instruments held by employee share ownership
plans. This statement is effective as of the beginning of the first
annual reporting period that begins after June 15, 2005, which will
be the Company's next fiscal year beginning January 1, 2006. The
Company expects that the adoption of SFAS No. 123R could have
a material effect on the Company's consolidated financial
statements, depending upon the number and terms of stock options
issued by the Company in the future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 3 has been disclosed in Item 7A
of the Company's Annual Report on Form 10-K for the year ended
December 31, 2004. There has been no material change in the
disclosure regarding market risk.
Forward Looking Statements
The information set forth in this Report and in all publicly
disseminated information about the Company, including the
narrative contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" above, includes
"forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and is subject
to the safe harbor created by that section. Readers are cautioned
not to place undue reliance on these forward-looking statements as
they speak only as of the date hereof and are not guaranteed.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The Annual Meeting of Stockholders of Research Frontiers
Incorporated was held on June 9, 2005. Listed below is a
summary of how the 13,082,814 shares voted at the Annual
Meeting on the various proposals voted upon and adopted at the
Annual Meeting. For the election of Robert M. Budin as a Class III
member of the Company's Board of Directors, 12,288,855 shares
were voted in favor of election, and 793,959 votes were withheld.
For the election of Robert L. Saxe as a Class III member of the
Company's Board of Directors, 11,694,843 shares were voted in
favor of election, and 1,387,971 votes were withheld. For the
ratification of the appointment of BDO Seidman, LLP as auditors
for the 2005 fiscal year, 12,853,689 shares were voted in favor of
appointment, 184,222 shares were voted against, and 44,903
shares abstained from voting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Robert L. Saxe-Filed herewith.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Joseph M. Harary-Filed herewith.
32.1 Section 1350 Certification of Robert L. Saxe-Filed herewith.
32.2 Section 1350 Certification of Joseph M. Harary-Filed herewith.
(b) Reports on Form 8-K.
A Current Report on Form 8-K was filed by the Registrant on July
11, 2005 regarding the notice it received from Nasdaq about its
not being in compliance with the $50 million market value
requirement for continued listing on the Nasdaq National Market System.
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 thereunder duly authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, Chairman
(Principal Executive Officer)
/s/ Joseph M. Harary
Joseph M. Harary, President and Treasurer
(Principal Financial, and Accounting Officer)
Date: August 8, 2005