===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K ---------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 30, 2006 ---------------------- RESEARCH FRONTIERS INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-9399 11-2103466 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 240 CROSSWAYS PARK DRIVE WOODBURY, NEW YORK 11797-2033 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ===================================================================== Item 1.01. Entry into a Material Definitive Agreement. Effective March 30, 2006, Research Frontiers Incorporated entered into a non-exclusive worldwide license agreement with Dainippon Ink and Chemicals Incorporated (DIC) granting DIC the license to manufacture and sell SPD light-control film. The foregoing description of the license agreement with DIC does not purport to be complete and is qualified in its entirety by reference to the License Agreement, a copy of which is attached as Exhibit 10.44 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 10.44 License Agreement effective as of March 30, 2006 between Research Frontiers Incorporated and Dainippon Ink and Chemicals Incorporated. Filed herewith with portions of this document omitted pursuant to the Registrant's request for confidential treatment and filed separately with the Securities and Exchange Commission, and incorporated herein by reference. 99.1 Research Frontiers/DIC Press Release Dated April 4, 2006 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 hereunto duly authorized. RESEARCH FRONTIERS INCORPORATED Dated: April 4, 2006 /s/ Joseph M. Harary --------------------------- By: Joseph M. Harary Title: President