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, 2009 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 has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to
submit and post such files). Yes X No __
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting company [ ]
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 5, 2009, there
were outstanding 16,522,727 shares of Common Stock, par value $0.0001
per share.
RESEARCH FRONTIERS INCORPORATED
Consolidated Balance Sheets
September 30, 2009:
Assets (Unaudited) December 31,2008
Current assets:
Cash and cash equivalents $ 4,560,845 2,367,512
Investments (US Treasury Securities) -- 2,299,496
Royalty receivables, net of reserves of
$203,674 in both periods 64,194 128,787
Prepaid expenses and other current assets 131,344 141,736
Total current assets 4,756,383 4,937,531
Fixed assets, net 152,357 159,900
Note receivable SPD Control Systems 150,000 150,000
Deposits and other assets 47,710 36,449
Total assets $ 5,106,450 5,283,880
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 62,263 104,680
Deferred revenue 67,500 --
Accrued expenses and other 125,526 307,015
Total liabilities 255,289 411,695
Commitments and Contingencies
Shareholders' equity:
Capital stock, par value $0.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 16,522,727 and 15,442,834
shares, respectively 1,652 1,544
Additional paid-in capital 80,508,363 77,267,233
Accumulated deficit (75,658,854) (72,396,592)
Total shareholders' equity 4,851,161 4,872,185
Total liabilities and shareholders' equity $ 5,106,450 5,283,880
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Operations
(Unaudited)
Nine months ended Three months ended
Sept.30,2009 Sept.30,2008 Sept.30,2009 Sept.30,2008
Fee income $ 461,750 1,476,131 $ 133,086 1,171,187
Operating expenses 2,582,097 2,263,206 617,061 754,739
Research and development 1,155,951 1,039,526 360,188 294,565
3,738,048 3,302,732 977,249 1,049,304
Operating income (loss) (3,276,478) (1,826,601) (844,163) 121,883
Net investment income 14,216 135,268 4,110 34,772
Net income (loss) $ (3,262,262) (1,691,333) $ (840,053) 156,655
Basic and diluted
net income (loss)
per commoN share $ (.21) (.11) $ (.05) .01
Basic and diluted
weighted average
number ofcommon shares
outstanding 15,911,080 15,441,433 16,242,646 15,442,834
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
Sept.30, 2009 Sept.30, 2008
Cash flows from operating activities:
Net loss $ (3,262,262) (1,691,333)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 29,241 30,913
Stock-based compensation 391,238 94,806
Changes in assets and liabilities:
Royalty receivables 64,593 (70,871)
Prepaid expenses and other assets 45,481 368
Deferred revenue 67,500 15,000
Accounts payable and accrued expenses (223,906) (21,481)
Net cash used in operating activities (2,887,415) (1,642,598)
Cash flows from investing activities:
Purchase of fixed assets (22,398) (55,283)
Note receivable - SPD Control Systems -- (112,500)
Purchase of Investments (US Treasury Securities) -- (5,282,389)
Proceeds from Investments (US Treasury Securities) 2,299,496 2,250,000
Net cash provided by (used in) investing activities 2,277,098 (3,200,172)
Cash flows from financing activities:
Proceeds from the sale of common stock 2,803,650 --
Proceeds from the exercise of options -- 17,175
Net cash provided by financing activities 2,803,650 17,175
Net increase (decrease) in cash and cash equivalents 2,193,333 (4,825,595)
Cash and cash equivalents at beginning of year 2,367,512 7,260,192
Cash and cash equivalents at end of period $ 4,560,845 2,434,597
See accompanying notes to consolidated financial statements.
RESEARCH FRONTIERS INCORPORATED
Notes to Consolidated Financial Statements
September 30, 2009
(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, 2009 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 2009.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Annual Report
on Form 10-K relating to Research Frontiers Incorporated (the
"Company") for the fiscal year ended December 31, 2008.
In accordance with US Generally Accepted Accounting Principles
(GAAP), the Company has evaluated subsequent events through the
date and time the financial statements were issued on
November 5, 2009.
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-SmartT
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; appliance
applications and flat panel displays for electronic products.
SPD-Smart light control film is now being developed for, or
used in, architectural, automotive, marine, and aerospace
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.
Fee Income
Fee income represents amounts earned by the Company under
various license and other agreements relating to technology
developed by the Company. During the first nine months of
2009, eight licensees of the Company accounted for
approximately 44%, 19%, 8%, 8%, 6%, 5%, 4% and 4%,
respectively, of fee income recognized during such period.
Equity Transactions
The Company also granted 175,000 and 9,000 warrants to
consultants during the nine months ended September 30, 2009.
These warrants vest ratably over 59 and 24 months, respectively.
The warrants were valued using the Black-Scholes method using
the following assumptions:
Risk free interest rate 3.087%
Volatility 73.274%
Expected life 5 years
Value per warrant $1.49
The Company charged $5,029 to operations for the nine months
ended September 30, 2009 in connection with these warrant
issuances.
Stock-Based Compensation
GAAP 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. GAAP also
requires that tax benefits related to stock option exercises be
reflected as financing cash inflows instead of operating cash
inflows.
No options were granted during the first nine months of 2009.
During the nine months ended September 30, 2009, $63,204 and
$94,806, respectively, was charged to operations in connection
with the vesting of an earlier option grant to a consultant.
During the nine months ended September 30, 2009, the Company
granted 100,000, 199,700 and 250 shares of restricted common
stock to its directors,employees and a consultant, respectively.
All of the shares granted to the directors and the consultant,
as well as 1,200 shares granted to employees vested immediately
upon grant. The remaining 198,500 shares vest ratably over the
36 months subsequent to the grant date. In connection with a
termination of employment, 888 shares of this grant have been
cancelled. The market value per share on the date of grant was
$2.14. In connection with these grants, the Company charged
$323,005 to operations during the nine months ended
September 30, 2009, respectively.
Treasury Stock
The Company did not repurchase any of its stock during the nine
months ended September 30, 2009 or 2008.
Sale of Common Stock
On August 3, 2009, the Company announced that a group of accredited
investors has invested $2.85 million in the Company. The investors
received 780,831 shares of Research Frontiers common stock at a
price of $3.65 per share which was the closing market price of
Research Frontiers stock on July 28, 2009, the day the transaction
was priced. In addition, the investors in this stock offering
received 156,161 five-year warrants to purchase Research Frontiers
common stock at a price of $6.00 per share. These securities were
sold pursuant to Research Frontiers' effective shelf-registration
statement filed with the SEC.
Investments
The Company classifies investments in marketable securities as
trading, available-for-sale or held-to-maturity at the time of
purchase and periodically re-evaluates such classifications.
Trading securities are carried at fair value, with unrealized
holding gains and losses included in earnings. Held-to-maturity
securities are recorded at cost and are adjusted for the
amortization or accretion of premiums or discounts over
the life of the related security. Unrealized holding gains and
losses on available-for-sale securities are excluded from
earnings and are reported as a separate component of accumulated
other comprehensive income (loss) until realized. In determining
realized gains and losses, the cost of securities sold is based on
the specific identification method. Interest and dividends on the
investments are accrued at the balance sheet date. The
Company had no investments in treasury securities at
September 30, 2009 due to the maturity of $1.0 million in
treasury bills during the third quarter of 2009.
Note Receivable from SPD Control Systems
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 funding of 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 funding of up to $150,000 by
SPD Enterprises based upon the achievement of certain
development milestones by SPD Control Systems. As of September
30, 2009, the principal and interest amount outstanding under
this Note were $150,000 and $25,105, respectively.
Fair Value Measurements
We adopted FASB Accounting Standard Codification (ASC) 820-10
as of January 1, 2008, with the exception of the application of
the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.
FAS 157 establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value. These tiers
include: Level 1, defined as observable inputs such as quoted
prices in active markets for identical assets or liabilities; Level
2, defined as inputs other than quoted prices for similar assets or
liabilities in active markets that are either directly or indirectly
observable; and Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an
entity to develop its own assumptions.
Financial assets accounted for at fair value on a recurring basis
at September 30, 2009 include cash equivalents of approximately
$4.6 million. This asset is carried at fair value based on
quoted market prices for identical securities (Level 1 inputs).
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 ASC 505-50
(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, 2009 and 2008
The Company's fee income from licensing activities for the first
nine months of 2009 was $461,570 as compared to $1,476,131 for
the first nine months of 2008. This difference is primarily
due to the receipt of a one-time payment in 2008 from a former
licensee in full settlement of past due minimum annual royalties
for several years and the expiration in May 2009 of an agreement
with a licensee regarding payments for guaranteed access to
certain improvements in the Company's technology. As a result
of the expiration of this agreement, fee income was approximately
$160,000 lower during the first nine months of 2009 compared to
the same period a year earlier. Without the occurrence of these
two factors, fee income for the first nine months of 2009 would
have been higher than the same period last year. In addition,
fee income is impacted by 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.
Fee income also includes earned royalties resulting from
sales by certain licensees in the architectural and aircraft
markets. In addition to product sales in the architectural
and aircraft markets included in fee income as described
above, during the first nine months of 2009, one licensee
reported product sales in the automotive market and another
reported product sales in the marine market, although the
fee income generated from such sales did not exceed the
minimum annual royalties recorded for such licensee during
the first nine months of 2009, so no additional fee income
was recorded with respect to such automotive and marine sales.
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 is paid its royalty resulting from such activity.
Operating expenses increased by $318,891 for the first nine
months of 2009 to $2,582,097 from $2,263,206 for the first
nine months of 2008. This increase was principally the
result of increased non-cash charges to operating expenses
($277,000) resulting from grant of restricted shares and
warrants to directors, employees and consultants, as well
as higher directors fees and expenses ($146,000) and higher
professional fees ($71,000), partially offset by lower
investor relations/marketing costs ($55,000), consulting
costs ($75,000), as well as lower patent costs ($30,000).
Differences in the amount of directors fees recorded as
expense by the Company may be the result of the timing
of the payment of such fees.
Research and development expenditures increased by $116,425
to $1,155,951 for the first nine months of 2009 from
$1,039,526 for the first nine months of 2008. This
increase was principally the result of higher materials
costs ($128,000).
The Company's net investment income for the first
nine months of 2009 was $14,216, as compared to net
investment income of $135,268 for the first nine months
of 2008. This difference was primarily due to lower cash
balances available to invest as well as lower interest rates.
As a consequence of the factors discussed above, the Company's
net loss was $3,262,262 ($.21 per basic and diluted common
share) for the first nine months of 2009 as compared to
$1,691,333 ($.11 per basic and diluted common share) for the
first nine months of 2008.
Results of Operations for the Three Month
Periods Ended September 30, 2009 and 2008
The Company's fee income from licensing activities for the
three months ended September 30, 2009 was $133,086 as
compared to $1,171,187 for the three months ended
September 30, 2008. This difference in fee income was
primarily due to the receipt in 2008 of a one time payment
from a former licensee in full settlement of past due minimum
annual royalties, and the expiration in May 2009 of an agreement
with a licensee regarding payments for guaranteed access to
certain improvements in the Company's technology. As a result
of the expiration of this agreement, fee income was approximately
$120,000 lower during the third quarter of 2009 compared to the
same period a year earlier. Without the occurrence of these
two factors, fee income for the third quarter of 2009 would have
been higher than the same period last year. In addition, fee
income is impacted by 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.
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 is paid its royalty
resulting from such activity.
Operating expenses decreased by $137,678 for the three months
ended September 30, 2009 to $617,061 from $754,739 for the
three months ended September 30, 2008. This decrease was
principally the result of lower marketing and consulting costs
($21,000) lower patent costs ($98,000) as well as lower
directors' expenses ($13,000).
Research and development expenditures increased by $65,623
to $360,188 for the three months ended September 30, 2009 from
$294,565 for the three months ended September 30, 2008. This
increase was principally the result of higher material costs
($58,000) as well as higher allocated rent and building
maintenance charges ($11,000).
The Company's net investment income for the three months
ended September 30, 2009 was $4,110, as compared to net
investment income of $34,772 for the three months ended
September 30, 2008. This difference was primarily due to
lower cash balances available to invest as well as lower
interest rates.
As a consequence of the factors discussed above, the
Company's net loss was $840,053 ($.05 per basic and diluted
common share) for the three months ended September 30, 2009
as compared to net income of $156,655 ($.01 per basic and diluted
common share) for the three months ended September 30, 2008.
Financial Condition, Liquidity and Capital Resources
During the first nine months of 2009, the Company's cash
and cash equivalent balance increased by $2,193,333,
principally as a result of proceeds of $2,803,650 from the
sale of common stock as well as $2,299,496 in proceeds from
the maturity of an investment in U.S. Treasury Securities,
partially offset by cash used to fund the Company's operating
activities of $2,887,415. At September 30, 2009, the Company
had working capital of $4,501,094 and its shareholders' equity
was $4,851,161.
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.
On August 3, 2009, the Company announced that a group of
accredited investors has invested $2.85 million in the Company.
The investors received 780,831 shares of Research Frontiers
common stock at a price of $3.65 per share which was the
closing market price of Research Frontiers stock on July 28,
2009, the day the transaction was priced. In addition, the
investors in this stock offering received 156,161 five-year
warrants to purchase Research Frontiers common stock at a
price of $6.00 per share. These securities were sold pursuant to
Research Frontiers' effective shelf-registration statement filed
with the SEC.
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 2011. 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.
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, 2008. 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 Company's Chairman and its Chief
Executive and 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 Chairman and its Chief
Executive and 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. Our officers have
concluded that as of September 30, 2009 our disclosure controls and
procedures are designed, and are effective, to ensure that
information required to be disclosed by our company in the
reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the commission's rules and forms, and are also
effective to ensure that information required to be disclosed in
the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including
our chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure. There were no
changes in the Company's internal control over financial
reporting during the quarterly period ended September 30, 2009
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
/s/ Joseph M. Harary
Joseph M. Harary, President, CEO and Treasurer
(Principal Executive, Financial and Accounting Officer)
Date: November 5, 2009