RESEARCH FRONTIERS INC — Regulatory Filings 2012

Jan 19, 2012

S-8 1 research_s8.htm INITIAL REGISTRATION STATEMENT FOR SECURITIES TO BE OFFERED TO EMPLOYEES

As filed with the Securities and Exchange Commission on January 19, 2012 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) |

2008 Equity Incentive Plan (Full title of the Plan)

Joseph M. Harary, President and CEO 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:

Seth Van Voorhees Vice President and CFO Research Frontiers Incorporated 240 Crossways Park Drive Woodbury, New York 11797

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
[ ]

CALCULATION OF REGISTRATION FEE

Title of		Proposed	Proposed	Amount of
securities	Amount to	maximum offering	maximum aggregate	Registration
to be registered	be registered	price per share(1)	offering price (1)	fee
Common
Stock
$.0001 par value	750,000	$3.58	$2,685,000.00	$307.70

(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 January 18, 2012 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 9, 2011, the stockholders of the Company approved an amendment to the Company's 2008 Equity Incentive Plan which increased the number of shares of Common Stock issuable thereunder by 750,000 shares. The contents of the Registration Statement on Form S-8 (Reg. No. 333-159094) which was filed by Research Frontiers Incorporated with the Securities and Exchange Commission on May 8, 2009 is 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 the law firm of Duane Morris LLP. Victor F. Keen, a Director of the Company and Of Counsel to Duane Morris LLP owns 293,639 shares of the Company's Common Stock directly, 48,160 shares of Common Stock in his IRA, and holds options and warrants to purchase 67,500 shares of the Company's Common Stock.

Item 8. Exhibits.

| 4 | Amendment to 2008 Equity
Incentive Plan. |
| --- | --- |
| 5 | Opinion of counsel re:
legality |
| 23.1 | Independent Registered Public
Accounting Firms' Consent |
| 23.2 | Consent of counsel (included in
Exhibit 5 above) |

Page 2 of 3 Pages

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 19 day of January, 2012.

| RESEARCH FRONTIERS
INCORPORATED |
| --- |
| (Registrant) |
| By: /s/ Joseph M.
Harary |
| Joseph M. Harary, President and
CEO |
| (Principal Executive
Officer) |
| By: /s/ Seth Van
Voorhees |
| Seth Van Voorhees, Vice
President-Business |
| Development and CFO |
| (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	January 19,
2012
	Robert L.
Saxe	and
Director
/s/	Joseph M.
Harary	Director, President
and CEO	January 19,
2012
	Joseph M.
Harary
(Principal Executive
Officer)
/s/	John H.
Derby	Director	January 19,
2012
	John H.
Derby
/s/	Gregory G.
Grimes	Director	January 19,
2012
	Gregory G.
Grimes
/s/	M. Philip
Guthrie	Director	January 19,
2012
	M. Philip
Guthrie
/s/	Richard
Hermon-Taylor	Director	January 19,
2012
	Richard
Hermon-Taylor
/s/	Victor F.
Keen	Director	January 19,
2012
	Victor F.
Keen
/s/	Seth Van
Voorhees	Vice
President-Business	January 19,
2012
	Seth Van
Voorhees	Development and
CFO
(Principal Financial
and Accounting Officer)

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