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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 7, 2011
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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))
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Item 1.01. Entry into a Material Definitive Agreement.
On February 7, 2011 Research Frontiers announced that its SPD-Smart
light-control technology was selected by Daimler AG for use in its
Mercedes-Benz SLK roadster as part of its Magic Sky control option. It
was also disclosed in that press release that Research Frontiers and
its licensee SPD Control Systems jointly licensed their electronics
patents to Daimler for their use in controlling the SPD-SmartGlass
in the Mercedes-Benz SLK and other vehicles. On February 8, 2011, SPD
Control Systems issued the Newsletter with additional information which
Newsletter is attached to this Report as an exhibit.
Research Frontiers press release is available on
the Company's 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 the press release and newsletter 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.
10.55 License Agreement effective as of December 22, 2010 between
Daimler AG, Research Frontiers Incorporated and SPD Control
Systems Corp. filed herewith with portions of this document
omitted pursuant to the Registrant's request for confidential
treatment and filed separately with the Securities and Exchange
Commission, and incorporated herein by reference.
99.1 SPD Control Systems Newsletter dated February 8, 2011.
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: February 9, 2011
/s/ Joseph M. Harary
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By: Joseph M. Harary
Title: President and CEO