To: RMP who wrote (246 ) 11/10/1997 2:25:00 PM From: Selvin Sonken Read Replies (1) | Respond to of 50123
Ron..and all others interested in REFR: I just received this copy of a reply sent to Franz Hanson in response to some questions he sent to Joe Harary of REFR. My thanks to Franz for copying me on the reply. Thought I would share it with you: > >Thanks for your questions and your support of Research Frontiers. > >Many people have incorrectly assumed that because Research Frontiers >recently raised $5 million in a private placement to institutional >investors, that somehow this means that the timetable for the >introduction for commercial products using SPD technology somehow got >pushed back. The most direct answer that I can give you to your >question about when we can expect to see commercial products using SPD >technology is that Hankuk has officially gone on record (both, in THEIR >press release to the public in Korea, and in their brochure for the SPD >Smart Window) that they expect commercial production to begin in 1998. >The timing of when an SPD product is introduced to the market is >entirely up to our licensees. However, one of our main efforts here is >to have a team of our scientists working with outside specialty chemical >companies to scale up to 55-gallon drum quantities (each such drum could >coat several hundred thousand square feet of SPD film). This process is >going very well and we have already improved the production process and >manufacturing yields (thereby reducing costs). This scale-up effort >will not only accelerate Hankuk's efforts, but also the efforts of our >other licensees who have licensed rights to use SPD film (MSC, >Glaverbel, Monsanto, General Electric, and Sanyo). > >Also, let me take the opportunity to answer some of the other questions >which we have been asked, as perhaps you might be asking the same other >questions. > >Q. What are the details of the most recent Form 144 filings for 114,000 >shares? > >A. 7500 shares was from the Cavior Organization, a well-respected >public relations firm who we retained several years ago and who received >warrants at the time (this was a way to reduce the amount of cash that >we had to pay them for their services). Warren Cavior was a former >senior editor of Forbes and still follows our >company very closely. 92000 shares and 15000 shares were filed by two >institutional funds who invested in a private placement over two years >ago. I'm not sure that these shares will actually be sold on the >market, as they might have been transferred by these two funds a while >ago and the Form 144 may just be a regulatory requirement to remove any >restrictive legends from their stock certificates. > >Q. Were the investors in the Company's most recent $5 million private >placement affiliated in any way with Research Frontiers or its officers >or directors? > >A. The investors were in no way affiliated with the company or its >officers and directors. As a matter of fact, in filings which we are >required to make shortly with the SEC, a statement to this effect is >required to be included in the registration statement covering their >shares. > >Q. Since REFR is in great financial shape and has enough funds to go >another two years without the need for additional monies, why the >private placement? Will it not result in some dilution? > >A. The dilution should be relatively minor. We believe that the best >time to go to the market is when you are not desperate for funding. At >one point in our history as a public company, we were down to our last >year >or so of cash and our stock sank to around $1.00. We do not want to put >our shareholders in a position where they have to ever worry about that >again or worry about whether Research Frontiers will be around when the >huge payday comes. > >Q. Specifically, what does the company plan to use the money for? > >A. The proceeds from the offering will be invested in Treasury Bills and >other interest bearing money market funds and will be used for working >capital purposes, and to continue our work to develop and scale up to >commercial quantities, SPD materials. The additional interest income >should reduce our net burn rate as well and further solidifies our >debt-free balance sheet. It also enables us to negotiate futuer deals >from a position of financial strength. > >Q. Can the names of the investors be revealed as well as the price at >which the warrants can be exercised? > >A. Currently we are required to keep the names of the investors (other >than Ramius Capital Group who is mentioned in the Press Release) >confidential. However, the investment was made by seven large >institutional funds located here in the U.S. Because they are domestic >investors, we will be registering the stock issuable to them, and we >will be able to release more details in the registration statement we >file with the SEC. There are many incentives throughout the structure >of this investment which gives the investors an incentive to support our >stock and to be long-term holders. And based upon their comments from >the results of their due diligence review of the company, they see >enormous upside potential. They are managed by a very professional, >thorough and ethical group and were a real pleasure to deal with. > >Q. Will the "situation" in the far east have any adverse affect on >Hankuk or Sanyo? > >A. Probably not. I believe that funding for our project has already >been allocated internally, and that the President of Hankuk has made SPD >windows a top priority. > > >Please feel free to share these answers with other people you might know >who are interested in Research Frontiers, and I encourage you to call me >should you have any additional questions, comments, or suggestions. > >Kindest regards, > > >Joseph M. Harary >Vice President and General Counsel, Director >Research Frontiers Incorporated >Email: Harary@refr-spd.com > >> >> >