SEC Company Response from RESEARCH FRONTIERS INC (REFR) (CIK 0000793524) (REFR) — Jun 16, 2005
RESEARCH FRONTIERS INC (REFR) (CIK 0000793524)
Date: June 16, 2005 · CIK: 0000793524 · Accession: 0000793524-05-000007
AI Filing Summary & Sentiment
File numbers found in text: 001-09399
Referenced dates: May 19, 2005
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Research Frontiers Incorporated
240 Crossways Park Drive
Woodbury, New York 11797-2033
Telephone: 516-364-1902
Fax: 516-364-3798
June 16, 2005
VIA EDGAR
Mr. Gary Newberry
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC 20549-0405
Re: Research Frontiers Inc.
Form 10-K, Filed March 16, 2005
Form 10-Q, Filed May 9, 2005
File No. 001-09399
Dear Mr. Newberry:
Thank you for your time yesterday when we spoke. This is to
confirm that we and KPMG (our former auditors) are pulling the
files from 1998 out of archives in order to respond to your letter
dated May 19, 2005 (attached), and that we expect to be in a
position to respond to your letter by June 24, 2005.
Thank you for your patience, as we recently switched
accounting firms from KPMG LLP to BDO Seidman, LLP in April.
Sincerely,
/s/ Joseph M. Harary
Joseph M. Harary
President, General Counsel and Chief Financial Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATE FINANCE
Mary 19, 2005
Via facsimile and U.S. mail
Mr. Joseph M. Harary
chief Financial Officer
Research Frontiers Inc.
240 Crossways Park Drive
Woodbury, New York 11797-2033
Re: Research Frontiers Inc.
Form 10-K, Filed March 16, 2005
Form 10-Q, Filed May 9, 2005
File No. 001-09399
Dear Mr. Harary:
We have reviewed the above filings and have the following
accounting comments. Our review has been limited to your
financial statements and the related disclosures in
Management's Discussion and Analysis. Where indicated, we
think you should revise your document in response to these
comments. If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to
provide us with supplemental information so we may better
understand your disclosure. After reviewing this information,
we may or may not raise additional comments.
Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filing. We look forward to working with you in these respects.
We welcome any questions you may have about our comments
or on any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.
Form 10-K for the year ended December 31, 2004
Note 9 - Shareholders' equity
1. We note your disclosure of the Class A and Class B
warrants. It appears you received $10,000 cash in
exchange for the issuance of the Class A and B warrants in
1998. With regard to each class of warrants, tell us how
these warrants were valued, and how you have accounted
for this item in your financial statements. Please provide
the reference to the authoritative literature on which you
relied to account for this item.
2. Tell us how many of each class of warrants are still
outstanding as of December 31, 2004, and why these equity
instruments are not disclosed on the face of your December
31, 2004 balance sheet and statement of stockholders'
equity.
Closing Comments
As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response. You may wish to provide us with
marked copies of amendment(s) to expedite our review. Please
furnish a cover letter with your amendment(s) that keys your
responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate our review. Please understand that we may have
additional comments after reviewing your amendment(s) and
responses to our comments.
We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filing(s) reviewed by the
staff to be certain that they have provided all information
investors require for an informed decision. Since the company
and its management are in possession of all facts relating to the
company's disclosure, they are responsible for the accuracy and
adequacy of the disclosures that they have made. In connection
with responding to our comments, please provide, in writing, a
statement form the company acknowledging that:
the company is responsible for the adequacy and accuracy
of the disclosure in the filing(s);
staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking
any action with respect to the filing; and
the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff of the Division of Corporation Finance in our review of
your filing(s) or in response to our comments on your filing(s).
You may contact Gary Newberry at (202) 824-5567 or Kim
Calder at (202) 942-1879 if you have any questions regarding
comments on the financial statements and related matters.
Please contact me at (202) 942-1870 with any other questions.
Direct all correspondence to the following ZIP code: 20549-
0405.
Sincerely,
H. Roger Schwall
Assistant Director
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