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 September 30, 2007 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 a large
accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of "accelerated filer and large accelerated filer" in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]Accelerated filer [ ] Non-accelerated
filer [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of November 9, 2007, there were outstanding 15,440,434
shares of Common Stock, par value $0.0001 per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
September 30,2007
Assets (Unaudited) December 31,2006
Current assets:
Cash and cash equivalents $ 8,071,461 3,000,521
Royalty receivables, net of reserves of
$103,674 in both years 175,766 65,000
Prepaid expenses and other current assets 74,782 60,860
Total current assets 8,322,009 3,126,381
Fixed assets, net 101,129 102,651
Note receivable from SPD Control Systems 37,500 --
Deposits and other assets 24,085 22,605
Total assets $ 8,484,723 3,251,637
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 184,893 120,345
Deferred revenue 14,792 5,000
Accrued expenses and other 152,329 133,671
Total liabilities 352,014 259,016
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and out-
standing 15,432,434 and 14,507,507 shares, respectively 1,543 1,451
Additional paid-in capital 75,502,097 65,227,701
Accumulated deficit (67,370,931)(62,236,531)
Total shareholders' equity 8,132,709 2,992,621
Total liabilities and shareholders' equity $ 8,484,723 3,251,637
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept. 30,2007 Sept. 30,2006 Sept. 30,2007 Sept. 30,2006
Fee income $ 237,810 126,389 $ 150,809 36,250
Operating expenses 3,843,219 1,815,160 1,839,507 520,294
Research and development 1,775,473 890,106 877,141 296,548
5,618,692 2,705,266 2,716,648 816,842
Operating loss (5,380,882) (2,578,877) (2,565,839) (780,592)
Net investment income 246,482 64,160 95,558 15,680
Net loss $ (5,134,400) (2,514,717) $ (2,470,281) (764,912)
Basic and diluted net loss
per common share $ (.34) (.18) $ (.16) (.05)
Weighted average number of
common shares outstanding 15,224,611 13,874,320 15,417,190 13,995,828
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
Sept. 30,2007 Sept. 30, 2006
Cash flows from operating activities:
Net loss $( 5,134,400) (2,514,717)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 25,301 26,251
Stock based compensation 2,471,128 --
Changes in assets and liabilities:
Royalty receivable (110,766) (63,750)
Prepaid expenses and other current assets (15,402) 77,105
Deferred revenue 9,792 10,000
Accounts payable and accrued expenses 83,206 (138,470)
Net cash used in operating activities (2,671,141) (2,603,581)
Cash flows from investing activities:
Purchase of fixed assets (23,779) (25,887)
Note receivable from SPD Control Systems (37,500) --
Net cash used in investing activities (61,279) (25,887)
Cash flows from financing activities:
Proceeds from issuances of common stock 7,803,360 1,950,000
Net cash provided by financing activities 7,803,360 1,950,000
Net increase (decrease) in
cash and cash equivalents 5,070,940 (679,468)
Cash and cash equivalents
at beginning of year 3,000,521 3,644,685
Cash and cash equivalents at end of period $ 8,071,461 2,965,217
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
September 30, 2007
(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 three
and nine months ended September 30, 2007 are not necessarily
indicative of the results that may be expected for the fiscal year
ending December 31, 2007. 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, 2006.
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.
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.
Note Receivable
On May 9, 2007, the Company began participating in the funding
of the ongoing development of automotive controllers by SPD
Control Systems Corp., a licensee of the Company. This
development work is to produce the electronic controllers to
operate SPD-Smart automotive windows and glass roof systems
for one or more of the top five automotive makers in the world.
The Company's investment in this project is reflected in the form
of a senior secured convertible promissory note (the "Note") of
SPD Control Systems Corp. held by Research Frontiers' wholly-
owned subsidiary, SPD Enterprises Inc. The Note bears interest at
10% per annum, is secured by all of the assets (including
intellectual property) of SPD Control Systems, and is convertible
at the option of SPD Enterprises into common stock of SPD
Control Systems at an initial conversion price of $0.50 per share.
This conversion price is adjustable downward to result in the
issuance to SPD Enterprises of additional shares of SPD Control
Systems common stock under certain conditions. The Note
provides for an investment of up to $150,000 by SPD Enterprises
based upon the achievement of certain development milestones by
SPD Control Systems, including meeting the known specifications
of at least one automobile manufacturer whose identity has been
specifically identified to Research Frontiers Incorporated. As of
September 30, 2007, the principal amount outstanding under this
Note was $37,500.
Stock-Based Compensation
Prior to January 1, 2006, the Company accounted for stock-based
employee compensation under the intrinsic value method as
outlined in the provisions of APB Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations while
disclosing pro-forma net income and net income per share as if the
fair value method had been applied in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation." Under the intrinsic
value method, no compensation expense was recognized if the
exercise price of the Company's employee stock options equaled
or exceeded the market price of the underlying stock on the date
of grant.
Effective January 1, 2006, the Company adopted SFAS No.
123(R), "Share-based Payment." SFAS No. 123(R) replaces SFAS
No. 123 and supersedes APB Opinion No. 25. SFAS 123(R)
requires that all stock-based compensation be recognized as an
expense in the financial statements and that such costs be
measured at the fair value of the award. SFAS 123(R) also
requires that tax benefits related to stock option exercises be
reflected as financing cash inflows instead of operating cash inflows.
During the quarter ended March 31, 2007, the Company granted
fully vested options to purchase 96,000 shares of its common stock
to employees, directors, and an outside consultant. The Company
utilized the Black-Scholes option valuation method to value these
options, and the assumptions used in such valuation were as
follows: Expected Option Life: 5 years; Volatility: 73.61%; Risk-
free Interest Rate: 4.729%; Stock Price on Date of Grant: $11.375
resulting in a per option value of $7.1974. During the quarter
ended September 30, 2007, the Company granted options, most of
which were fully vested at grant, to purchase 278,881 shares of its
common stock to employees, directors, and outside consultants.
The Company utilized the Black-Scholes option valuation method
to value these options, and the assumptions used in such valuation
were as follows: Expected Option Life: 3 years in the case of
options issued to directors of the company and 5 years in the case
of all other options; Volatility: 60.318% in the case of options with
a 3 year expected option life and 62.033% in the case of options
with a 5 year expected option life; Risk-free Interest Rate: 4.851
% in the case of options with a 3 year expected option life and
4.661% in the case of options with a 5 year expected option life;
Stock Price on Date of Grant: $14.93 resulting in a per option
value of between $6.56 and $8.42 per share. This resulted in the
Company recording a non-cash charge to operations of $2,471,128
during the first nine months of 2007. No options were granted
during the first nine months of 2006.
Shareholders' Equity
Issuance of Common Stock
During the first quarter of 2007, the Company received $6,640,000
(net of expenses) in proceeds from the sale of 682,102 shares of its
common stock. In addition, during the first nine months of 2007,
the Company received $1,163,335 in proceeds from the exercise
of 156,900 options and warrants. In addition, 85,925 shares were
issued through the cashless exercise of certain options and
warrants under which the number of shares issuable upon exercise
of such options and warrants was reduced by 126,175 shares in
payment of the exercise price of options and warrants to purchase
212,100 shares, plus the receipt of $25 in cash for fractional shares.
Treasury Stock
The Company did not repurchase any of its stock during the nine
months ended September 30, 2007 or 2006.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Critical 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 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.
Results of Operations for the Nine Month
Periods Ended September 30, 2007 and 2006
The Company's fee income from licensing activities for the first
nine months of 2007 was $237,810 as compared to $126,389 for
the first nine months of 2006. 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, and the Company
entering into a new agreement with Hitachi Chemical regarding
payments made by Hitachi Chemical to the Company for
guaranteed access to future improvements in the Company's
technology, and an amendment to an existing license agreement
with American Glass Products ("AGP"), which, among other
things, increased the percentage royalty due from AGP from 5%
to 15%. 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. Because the Company's license agreements typically
provide for the payment of royalties by a licensee on product sales
within 45 days after the end of the quarter in which a sale of a
licensed product occurs (with some of the Company's more recent
license agreements providing for payments on a monthly basis),
and because of the time period which typically will elapse between
a customer order and the sale of the licensed product and
installation in a home, office building, automobile, aircraft, boat,
or any other product, there could be a delay between when
economic activity between a licensee and its customer occurs and
when the Company gets paid its royalty resulting from such activity.
Operating expenses increased by $2,028,059 for the first nine
months of 2007 to $3,843,219 from $1,815,160 for the first nine
months of 2006. This increase was principally the result of
increased non-cash charges to operating expenses ($1,682,000)
resulting from the expensing of options granted during the first and
third quarters of 2007, higher payroll ($141,000), patent ($70,000),
marketing ($99,000), insurance ($50,000) expenses, partially
offset by lower consulting fees (decreased by approximately
$22,000) and lower professional fees ($27,000).
Research and development expenditures increased by $885,367 to
$1,775,473 for the first nine months of 2007 from $890,106 for the
first nine months of 2006. This increase was principally the result
of increased non-cash charges to research and development
expenses ($789,000) resulting from the expensing of options
granted during the first and third quarters of 2007 to the
Company's scientific personnel, higher payroll ($32,000) and
insurance ($35,000) expenses and materials ($33,000).
The Company's net investment income for the first nine months of
2007 was $246,482, as compared to net investment income of
$64,160 for the first nine months of 2006. This difference was
primarily due to higher cash balances available to invest.
As a consequence of the factors discussed above, the Company's
net loss was $5,134,400 ($0.34 per common share) for the first
nine months of 2007 as compared to $2,514,717 ($0.18 per
common share) for the first nine months of 2006. The difference
is primarily due to non-cash accounting charges of $2,471,128
($0.16 per common share) resulting from the issuance of stock
options during the first and third quarters of 2007.
Results of Operations for the Three Month Periods
Ended September 30, 2007 and 2006
The Company's fee income from licensing activities for the third
quarter of 2007 was $150,809, as compared to $36,250 for the
third quarter of 2006. 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, and the Company entering
into a new agreement with Hitachi Chemical regarding payments
made by Hitachi Chemical to the Company for guaranteed access
to future improvements in the Company's technology, and an
amendment to an existing license agreement with American Glass
Products, which, among other things, increased the percentage
royalty due from AGP from 5% to 15%. 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. Because the Company's
license agreements typically provide for the payment of royalties
by a licensee on product sales within 45 days after the end of the
quarter in which a sale of a licensed product occurs (with some of
the Company's more recent license agreements providing for
payments on a monthly basis), and because of the time period
which typically will elapse between a customer order and the sale
of the licensed product and installation in a home, office building,
automobile, aircraft, boat, or any other product, there could be a
delay between when economic activity between a licensee and its
customer occurs and when the Company gets paid its royalty
resulting from such activity.
Operating expenses increased by $1,319,213 for the third quarter
of 2007 to $1,839,507 from $520,294 for the third quarter of
2006. This increase was principally the result of increased non-
cash charges to operating expenses ($1,232,000) resulting from the
expensing of options granted during the third quarter of 2007,
higher patent ($46,000), marketing ($28,000), insurance ($68,000)
expenses, partially offset by lower payroll costs (decreased by
approximately $28,000).
Research and development expenditures increased by $580,593 to
$877,141 for the third quarter of 2007 from $296,548 for the third
quarter of 2006. This increase was principally the result of
increased non-cash charges to research and development expenses
($548,000) resulting from the expensing of options granted during
the third quarter of 2007 to the Company's scientific personnel, as
well as higher materials costs ($41,000).
The Company's net investment income for the third quarter of
2007 was $95,558, as compared to net investment income of
$15,680 for the third quarter of 2006. This difference was
primarily due to higher cash balances available to invest.
As a consequence of the factors discussed above, the Company's
net loss was $2,470,281 ($0.16 per common share) for the third
quarter of 2007 as compared to $764,912 ($0.05 per common
share) for the third quarter of 2006. The difference is primarily due
to non-cash accounting charges of $1,780,177 ($0.12 per common
share) resulting from the issuance of stock options during the third
quarter of 2007.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 2007, the Company's cash and cash
equivalent balance increased by $5,070,940 principally as a result
of proceeds from the sale of common stock and the exercise of
options and warrants ($7,803,360), partially offset by cash used to
fund the Company's operating activities of $2,671,141. At
September 30, 2007, the Company had working capital of
$7,969,995 and its shareholders' equity was $8,132,709.
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.
In February 2007, the Company received $6,640,000 (net of
expenses) in proceeds from the sale of 682,102 shares of its
common stock. In addition, during the first nine months of 2007,
the Company received $1,163,360 in proceeds from the exercise
of options and warrants.
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 2010. 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 July 2006, FASB issued FAS Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes an interpretation
of FAS No. 109" ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in the financial statements
in accordance with FAS No. 109, "Accounting for Income Taxes."
FIN 48 prescribes a recognition threshold and measurement
attribute for a tax position taken or expected to be taken in a tax
return. FIN 48 also provides guidance on future changes,
classification, interest and penalties, accounting in interim periods,
disclosures and transition.We adopted FIN 48 as of January 1,
2007. Under FIN 48, tax benefits are recognized only for tax
positions that are more likely than not to be sustained upon
examination by tax authorities. The amount recognized is
measured as the largest amount of benefit that is greater than 50
percent likely to be realized upon ultimate settlement.
Unrecognized tax benefits are tax benefits claimed in tax returns
that do not meet these recognition and measurement standards. The
adoption did not have a material effect on the Company's financial
statements and we do not expect the change to have a significant
impact on our results of operations or financial position during the
next twelve months. As permitted by FIN 48, we also adopted an
accounting policy to prospectively classify accrued interest and
penalties related to any unrecognized tax benefits in our income
tax provision. Previously, our policy was to classify interest and
penalties as an operating expense in arriving at pre-tax income. At
September 30, 2007, we do not have accrued interest and penalties
related to any unrecognized tax benefits. We do not believe we
have taken any uncertain tax positions for the period January 1,
2007 through September 30, 2007.
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, 2006. There has been no material change in the
disclosure regarding market risk.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on
Form 10-Q, the Company carried out an evaluation, under the
supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation
of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures
are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiary)
required to be included in the Company's periodic SEC filings.
There were no changes in the Company's internal control over
financial reporting during the quarterly period ended September
30, 2007 that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.
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 6. 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.
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: November 9, 2007