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Thursday October 1, 5:44 pm Eastern Time
Company Press Release
Institutional Fund Agrees to Purchase
Up to $15 Million of Common Stock
of Research Frontiers Incorporated At
the Option of Research Frontiers
WOODBURY, N.Y.--(BUSINESS WIRE)--Oct. 1, 1998--Research Frontiers Incorporated (Nasdaq: REFR -
news) announced today that Ailouros Ltd., a London-based institutional money management fund, has
committed to purchase up to $15 million worth of the common stock of Research Frontiers through December
31, 2001.
This commitment is in the form of a Class A Warrant issued to Ailouros Ltd. which gives Research Frontiers the
option in any three-month period to sell the fund an amount of common stock specified by Research Frontiers at
a price equal to the greater of (A) 92% of the seven-day average trading price per share of common stock, or (B)
a minimum or ''floor'' price per share set by Research Frontiers from time to time. The pricing is subject to an
overall cap of $15 per share. However, Research Frontiers is not required to sell any shares under the
agreement.
Before the beginning of each of a series of three-month periods specified by the Company, the Company
determines the amount of Common Stock that the Company wishes to issue during such three-month period.
The Company also sets the minimum selling or ''floor'' price, which can be reset by the Company in its sole
discretion prior to the beginning of any subsequent three-month period. Therefore, at the beginning of each
three-month period, the Company will determine how much common stock, if any, is to be sold (the amount of
which can range from $0 to $1.5 million during such three-month period), and the minimum selling price per
share.
Any equity raised would buttress Research Frontiers' already strong balance sheet, and will also generate
additional investment income for the Company. As of June 30, 1998, the Company had no debt and had more
than $8.2 million in working capital and in cash and marketable securities.
''We are very pleased to have Ailouros Ltd. make this significant long-term commitment to Research Frontiers
and invest in our future. After making an initial investment in Research Frontiers in 1996 through a private
placement of our common stock, Ailouros recently informed the Company that it has also purchased Research
Frontiers common stock in the open market as well. We look forward to continuing our excellent working
relationship with them, and their investment should facilitate the commercialization of a wide range of products
using our proprietary suspended particle device (SPD) technology for the control of light. As we recently
reported, we are on track for meeting our fourth quarter goal of preparing scaled-up quantities of our SPD
film-making emulsions, which will be used by our licensees to make test production runs of SPD film. We have
also greatly simplified our procedures for making particles and liquid suspensions, and have achieved other
improvements in our SPD film-making materials which should dramatically reduce our licensees' costs and
enable the repeatable production of large quantities of our film-making polymers.'' said Robert L. Saxe,
President of Research Frontiers.
''From a corporate finance standpoint, this structure permits Research Frontiers to choose when and if it raises
money through future equity offerings, the size of such offerings, and permits the Company to take into account
prevailing market conditions and corporate opportunities. The structure also gives Research Frontiers the ability
to control the general price at which its common stock is sold to the fund. In essence, this transaction gives us a
source of equity funding on very favorable terms if and when we need it. Additional details can be found in a
Registration Statement which we have filed with the Securities and Exchange Commission.'' said Joseph M.
Harary, Vice President and General Counsel of Research Frontiers.
Research Frontiers is a technological leader in the development and licensing of suspended particle
devices-electrically operated light control devices using proprietary particle suspensions. SPD technology
permits light transmission to be electrically controlled instantly either automatically or by the user. Devices which
can use SPD technology include variable light transmission ''smart'' windows, variable light transmission
goggles and other types of eyewear, self-dimmable automotive sun roofs, sun visors and rear-view mirrors, and
flat panel information displays for use in computers, television, telephones and other electronic instruments.
Research Frontiers currently has agreements in effect covering smart windows, automotive mirrors and sun
visors, eyewear, displays and other products with major international corporations and holds over 100 patents
and patent applications on SPD technology throughout the world. Additional information about Research
Frontiers can be found on the Internet at refr-spd.com.
Note: From time to time the Company may issue forward looking statements which involve risks and
uncertainties. This statement may contain forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Actual results could differ and any forward looking statements should be considered accordingly.
Editor's Note: For additional information on Research Frontiers, including its SPD technology and key
executive staff, please contact Stacy Calder at Technology Solutions at 212-696-2000 ext. 317
(scalder@tsipr.com).
Contact:
Research Frontiers Incorporated, Woodbury
Robert L. Saxe, President
Joseph M. Harary, Vice President and General Counsel
516/364-1902
info@refr-spd.com
or
TSI for Research Frontiers, New York
Stacy Calder, 212/696-2000 ext. 317
scalder@tsipr.com |
