As filed with the Securities and Exchange Commission on July 2,2003
Reg. No. 333-80575
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Research Frontiers Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
incorporation or organization)
11-2103466
(I.R.S. Employer
Identification No.)
240 Crossways Park Drive, Woodbury, New York 11797
(Address of Principal Executive Offices) (Zip Code)
1998 Stock Option Plan
(Full title of the Plan)
Robert L. Saxe, Chairman
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797
(Name and address of agent for service)
(516) 364-1902
(Telephone number, including area code, of agent for service)
With a copy to:
Joseph M. Harary
President and General Counsel
Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Proposed Proposed Amount of
securities Amount to maximum offering maximum aggregate Registra-
to be registered be registered price per share(1) offering price (1) tion fee
Common Stock
$.0001 par value 600,000 $13.47 $8,082,000 $654.64
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 based upon the average
of (1) the actual exercise price of the Company's Common Stock for options
which have already been granted pursuant to the Plan registered hereunder
which have not previously been registered, and (2) the high and low trading
prices of the Company's Common Stock as reported on the Nasdaq Stock
Market on June 30, 2003 for options which are available for issuance pursuant
to the Plan registered hereunder which have not previously been registered.
Page 1 of 3 Pages
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
At the Company's Annual Meeting of Stockholders held on June 12, 2003, the
stockholders of the Company approved an amendment to the Company's 1998 Stock
Option Plan which increased the number of shares of Common Stock issuable
thereunder by 600,000 shares. The contents of the Registration Statement on
Form S-8 (Reg. No. 333-80575) which was filed by Research Frontiers Incorporated
with the Securities and Exchange Commission on June 10, 1999 and June 14, 2001
are incorporated herein by reference to register the herein described options.
Item 5.Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon by
Joseph M. Harary, Esq., the Company's President and General Counsel.
Mr. Harary owns 112,574 shares of the Company's Common Stock and holds
options issued pursuant to the Company's 1992 and 1998 Stock Option Plans to
purchase 520,200 shares of the Company's Common Stock.
Item 8.Exhibits.
4 Amendment to 1998 Stock Option Plan.
5 Opinion of counsel re: legality
23.1 Independent Auditors' Consent
23.2 Consent of counsel (included in Exhibit 5.1 above)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodbury, State of New York on this 30th day of
June, 2003.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
By:/s/ Robert L. Saxe
Robert L. Saxe, Chairman
(Principal Executive Officer)
By:/s/ Joseph M. Harary
Joseph M. Harary, President, Treasurer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Robert L. Saxe Chairman of the Board June 30, 2003
Robert L. Saxe and Director
(Principal Executive, Financial and Accounting Officer)
/s/ Robert M. Budin Director June 30, 2003
Robert M. Budin
/s/ Joseph M. Harary Director, President and Treasuer June 30, 2003
Joseph M. Harary
(Principal Financial and Accounting Officer)
/s/ Victor F. Keen Director June 30, 2003
Victor F. Keen
/s/ Albert P. Malvino Director June 30, 2003
Albert P. Malvino