As filed with the Securities and Exchange Commission on May 14, 2001
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNIVERSAL DISPLAY CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 3575 23-2372688
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification No.)
375 Phillips Boulevard
Ewing, New Jersey 08618
(609) 671-0980
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
SHERWIN I. SELIGSOHN
Chief Executive Officer and Chairman of the Board
Universal Display Corporation
375 Phillips Boulevard
Ewing, New Jersey 08618
(609) 671-0980
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
RICHARD A. SILFEN, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
========================= ====================== ======================= ====================== ======================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock to be 1,950,242 $16.25 $31,691,433 $7,923(1)
offered by selling
shareholders
========================= ====================== ======================= ====================== ======================
(1) Fee calculated in accordance with Rule 457(c) of the Securities Act of 1933,
as amended. Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices per share of the Registrant's
common stock on May 7, 2001, as reported on the Nasdaq National Market System.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may change. We may not
sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 14, 2001
1,950,242 Shares
[graphic]
Common Stock
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PROSPECTUS
------------
The shareholders of Universal Display Corporation identified in this
prospectus under "Selling Shareholders," or their donees or pledgees, are
offering up to 1,950,242 shares of our common stock for resale to the public.
The selling shareholders will be selling shares of common stock that they own
or that they can acquire by exercising warrants that they own.
We will not receive any proceeds from the resale of shares of our common
stock by the selling shareholders. We are paying the expenses of this
offering.
The primary market for our common stock is the Nasdaq National Market
System, where it trades under the symbol "PANL." Our common stock is also
traded on the Philadelphia Stock Exchange under the symbol "PNL." On May 11,
2001, the last reported sale price of our common stock on the Nasdaq National
Market System was $16.20 per share.
An investment in our common stock involves significant risks. You should
carefully consider the risk factors beginning on page 5 of this prospectus
before investing in our common stock.
The shares of common stock have not been approved by the Securities and
Exchange Commission or any state securities commission, nor have they
determined if this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
The date of this prospectus is ________, 2001
TABLE OF CONTENTS
Page
----
Cautionary Statement Concerning Forward-Looking Statements .............. 1
Universal Display Corporation ........................................... 2
Risk Factors ............................................................ 5
The Offering ............................................................ 11
Use of Proceeds ......................................................... 11
Selling Shareholders .................................................... 12
Plan of Distribution .................................................... 14
About this Prospectus ................................................... 15
Where You Can Find More Information ..................................... 15
Legal Opinion ........................................................... 16
Experts ................................................................. 16
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CAUTIONARY STATEMENT
CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve a number of
risks and uncertainties. For such statements, we claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. A number of factors could cause our actual
results, performance or achievements or those of the display technology
industry to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
factors include, but are not limited to:
o competition in the display technology industry in general and in our
specific target markets;
o changes in prevailing interest rates and the availability of and terms of
financing to fund the growth of our business;
o inflation;
o changes in costs of goods and services;
o economic conditions in general and in our specific target markets;
o changes in consumer preferences and tastes;
o demographic changes;
o changes in, or failure to comply with, federal, state, local or foreign
government regulation;
o liability and other claims asserted against us;
o changes in our commercialization strategy;
o the ability to attract and retain qualified personnel;
o changes in our capital expenditure plans; and
o other factors referred to in this prospectus
In addition, the forward-looking statements included in this prospectus are
not meant to predict future events or circumstances and may not be realized.
Forward-looking statements can be identified by, among other things, the use
of forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seek," "pro forma," "anticipates," "intends," or "potential" or the
negative of, or any other variations on, those terms or comparable
terminology, or by discussion of strategy or intentions. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on these forward-looking statements. We disclaim any obligation to update
these factors or to announce the results of any revisions to any of the
forward-looking statements contained in this prospectus publicly to reflect
future events or developments.
UNIVERSAL DISPLAY CORPORATION
This is a summary of information appearing elsewhere in this prospectus.
This summary does not contain all of the information you should consider
before investing in our common stock. This summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed
information and financial statements, including the notes to the financial
statements, appearing elsewhere in this prospectus or in our annual and
quarterly reports and other filings with the Securities and Exchange
Commission. References in this prospectus to "we," "us," "Company" and "our"
refer to Universal Display Corporation, together with its wholly-owned
subsidiary, UDC, Inc.
Our Company
Universal Display Corporation is engaged in the research, development and
commercialization of organic light emitting diode, or OLED, technology for use
in flat panel displays, lasers and light generating devices. We expect the
initial market for our technology to be in the electronic flat panel display
industry. This industry includes such products as:
o cellular phone displays;
o portable personal digital assistants and Internet access-type devices;
o laptop computers; and
o television and computer monitors.
Stanford Resources, Inc. estimated the size of the electronic display market
to be approximately $41 billion in 2000. The flat panel part of this market is
approximately $17 billion in 2000.
We have the exclusive, perpetual, worldwide license to commercialize all
OLED technology, intellectual property and know-how developed by Princeton
University and the University of Southern California, subject to the terms of
our Sponsored Research Agreement and License Agreement with those
universities. To date, 34 patents have been issued in the United States.
Approximately 40 patent applications (with corresponding foreign protection)
have been filed, and additional patents are being filed monthly. We have also
obtained a license, with rights to sublicense, to 70 US patents, approximately
4 US patent applications, and additional foreign patents related to OLED
technology owned by Motorola, Inc.
Our OLED Technology
Organic light emitting diodes are made of material containing a carbon-based
substance that has the capability to emit light when electric current is
passed through it. We, in collaboration with our research and development
partners, are working towards commercializing innovative OLED technology,
including the following six proprietary OLED technology platforms
o TOLED Technology: Our transparent OLED can be used to create transparent
displays for information displays on windshields, cockpit displays on
aircraft and head mounted displays. TOLEDs can also be used in numerous
portable electronic applications because of their bright colors, high
contrast, low power requirements and top emission characteristics.
o SOLED Technology: Unlike traditional side-by-side display architecture,
which places the red, green and blue picture elements, or pixels,
horizontally next to each other, our stacked OLED stacks the red, green
and blue pixels vertically on top of each other. Thus, to display green
in the conventional architecture, you turn off the red and blue pixels,
leaving spaces between each of the illuminated green pixels. In SOLED, to
display green, you turn off the red and blue sections of the stacked
pixel component. The stacked architecture of the SOLED may increase the
resolution of the display by a factor of three.
o FOLED Technology: Unlike conventional displays, our flexible OLEDs can be
built on flexible materials such as plastic. We believe that such
displays will be lighter in weight and
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will have lower power requirements. The FOLED also may provide the
opportunity to apply low cost roll to roll (web processing) technologies
to display fabrication, which can reduce the cost, and therefore expand
the market, of electronic flat panel displays.
o Organic Laser Technology: We and our research partners are attempting to
develop a fourth technology platform based upon the ability to fabricate
an organic laser utilizing OLED technology. In the September 25, 1997
issue of Nature, our research partners announced what they believed to be
the first evidence of lasing from vacuum deposited thin films of organic
molecules. We believe this is a significant first step towards the
realization of electrically pumped, solid-state lasers based on organic
thin films.
o High Efficiency Materials: A fifth technology platform respects the use
of molecules that emit light through the process of phosphorescence. This
class of molecules has the potential for higher efficiency, lower power
and longer lifetimes than conventional OLED technology which involves the
emission of light through the process of fluorescence. We and our
research partners first announced this discovery in the September 10,1999
issue of the scientific journal, Nature.
o Organic Vapor Phase Deposition: A sixth technology platform involves the
use of a carrier gas stream in a hot walled reactor at low vacuum to
precisely deposit the thin layers of organic materials used in OLED
displays. Conventional OLED fabrication equipment evaporates the organic
molecules at high vacuum. We have entered into a Development and License
Agreement with Aixtron AG, a German company that manufactures precision
semiconductor production equipment for LED's, to further develop,
commercialize and produce manufacturing equipment for OLEDs based on this
technology.
Our Research Partners
Princeton and USC have been performing research on OLED technology for many
years, and have continued that research for us since 1994. The sponsored
research agreement between us and our research partners, which was originally
executed in 1994, was extended in 1997 for five additional years and is
subject to further extension by mutual agreement.
Key members of our research team include Dr. Stephen Forrest at Princeton
and Dr. Mark R. Thomson at USC. There are approximately 20 researchers at
Princeton and USC who are engaged in OLED research.
Our Commercialization Strategy
Our approach to developing technology and penetrating the electronic display
market has four major components:
o We are continuing to fund our research partners under the current
sponsored research agreement and to obtain the worldwide exclusive rights
to all intellectual property invented in the project.
o We are working on the development of reliable commercial prototypes and
the optimization of the fabrication processes. In 1999, we moved into an
11,000 square foot space near Princeton, New Jersey to serve as a pilot
line facility and technology transfer center.
o We have entered into Agreements with an Equipment manufacturer, Aixtron
AG; and an organic materials developer and supplier, PPG Industries,
Inc., to further develop and commercialize our technology, and
potentially obtain royalties from the sales of certain equipment and
revenues from the sales of certain materials to OLED manufacturers.
o We intend to license our proprietary OLED technology and enter into joint
ventures and other strategic alliances with experienced manufacturers and
users of display products for the volume manufacture, distribution and
sale of products based upon this technology. We do not presently intend
to become a volume manufacturer.
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Our Development Partners
We have entered into agreements with three companies:
o Effective October 1, 2000, the Company entered into a Development and
License Agreement with PPG Industries, Inc. (PPG) to leverage our OLED
flat panel display technology with PPG's expertise in organic materials
development and manufacturing. A team of PPG scientists and engineers
will assist us in developing and commercializing our proprietary OLED
system. Present staffing levels will provide the full time services of 7
PPG employees, plus managerial services. Based upon current staffing
levels, we anticipate issuing to PPG approximately 114,000 shares of
common stock annually for the period from January 1, 2001 through
December 31, 2005, of which 227,766 shares are being offered hereunder.
In addition, we anticipate issuing to PPG annually warrants to purchase
up to an additional 114,000 shares of our common stock over the period
from January 1, 2001 through December 31, 2005, of which warrants to
purchase 113,883 shares of our common stock are being offered hereunder.
The amount of equity to be obtained by PPG under the agreement is subject
to adjustment under certain circumstances. PPG's services have an
estimated value of approximately $11 million. PPG also has the right to
request that we grant royalty bearing licenses to PPG for use of our OLED
technology in certain applications. This agreement was amended effective
March 7, 2001.
We also entered into a Supply Agreement with PPG whereby PPG will be the
exclusive supplier of our proprietary materials through December 31,
2007. PPG will sell the materials to us, and we will resell them to OLED
manufacturers.
o Effective September 29, 2000, we entered into a License Agreement with
Motorola, Inc., whereby we obtained the rights, with the right to
sublicense, to 70 US patents, 4 pending US patents, and certain foreign
patents of Motorola, Inc., related to OLEDs. Our agreement with Motorola
also includes the opportunity to meet with their product development
group, although there are no assurances that Motorola will purchase any
products from the Company or its licensees, or use any of the Company's
technology in their products. In connection with the rights granted to
the Company under the agreement, we issued to Motorola 200,000 shares of
common stock, 300,000 shares of Convertible Preferred Stock (each share
convertible into one share of common stock, subject to adjustment under
certain circumstances, and vesting 75,000 shares per year), and Warrants
to purchase an additional 150,000 shares.
o Effective July 19, 2000, we entered into a Development and License
Agreement with Aixtron AG of Germany to further develop and commercialize
manufacturing equipment for OLEDs based on a proprietary UDC technology
called Organic Vapor Phase Deposition (OVPD). Aixtron AG is a world
leader in the production of manufacturing equipment for LED's using MOCVD
(Metal-organic chemical vapor deposition) technology. Under the
agreement, UDC and Aixtron will engage in a joint development program to
commercialize OVPD equipment. Aixtron has the exclusive license to
produce equipment based on this technology, and UDC will receive a
royalty from the sale of the equipment.
Executive Offices
Our executive offices are located at 375 Phillips Boulevard, Ewing, New
Jersey 08618. Our phone number is (609) 671-0980. Our web site can be found at
www.universaldisplay.com.
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. In
addition to the other information contained in this prospectus, you should
carefully consider the following risk factors before making an investment
decision concerning our common stock. You should not purchase our common stock
if you cannot afford the loss of your entire investment.
We do not expect to be profitable in the foreseeable future, and may never be
profitable.
Since inception, we have not generated any product revenues, and have
incurred significant losses, resulting in an accumulated deficit of
approximately $28.2 million, as of December 31, 2000. We expect to incur
losses for the foreseeable future and until such time, if ever, as we are able
to achieve sufficient levels of revenue from the commercial exploitation of
the OLED technology to support our operations. You should note, however, that:
o OLED technology may never become commercially viable;
o markets for flat panel displays utilizing the OLED technology may be
limited; and
o we may never generate sufficient revenues from the commercial
exploitation of the OLED technology to become profitable.
Additionally, even if we find commercially viable applications for our OLED
technology, we may never recover our research and development costs.
If we do not receive additional financing in the future, we will not be able
continue the research, development and commercialization of our OLED
technology.
Our capital requirements have been and will continue to be significant. The
completion of the research, development and commercialization of the OLED
technology for potential applications will require significant additional
effort and resources. Our cash on hand is not sufficient to meet all of our
future obligations. When we need additional funds, such funds may not be
available on commercially reasonable terms or at all. If we cannot obtain more
money when we need it, our business might fail. Additionally, if we attempt to
raise money in an offering of our common stock, the issuance of additional
stock will dilute our then existing shareholders.
If our OLED technology is not feasible for product applications, we may never
generate significant revenues.
At this time, we are unable to determine the feasibility of our OLED
technology for the commercial viability of any potential applications. Before
products utilizing the OLED technology are manufactured and sold, we must make
substantial advances in our research and development efforts in a number of
areas, including:
o reliability;
o the development of more fully saturated colors for full color displays;
o integration with drive electronics; and
o issues related to scalability and cost effective fabrication technologies
for product applications.
The development of an electrically pumped laser is also necessary before
products based on the organic laser research are manufactured and sold. Our
efforts may never demonstrate the feasibility of our OLED technology,
particularly for use in full color, large area, high resolution, high
information content flat panel display applications.
Our research and development efforts remain subject to all of the risks
associated with the development of new products based on emerging and
innovative technologies, including, without limitation, unanticipated
technical or other problems and the possible insufficiency of the funds
allocated to complete its development. Technical problems may result in delays
and cause us to incur additional expenses that would increase our losses. If
we cannot complete our research and development of the OLED technology
successfully, or if we
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experience delays in completing our research and development of the OLED
technology for use in potential applications, particularly after the
occurrence of significant expenditures, our business may fail.
Even if our technology is technically feasible, it may not be accepted by the
market.
The potential size, timing and viability of market opportunities targeted by
us are uncertain at this time. Market acceptance of the OLED technology will
depend, in part, upon such technology providing benefits comparable to CRT and
LCD technology (the current standard for display quality) at an appropriate
cost, and its adoption by consumers, neither of which have been achieved. Many
potential licensees of the OLED technology manufacture flat panel displays
utilizing competing technologies and may, therefore, be reluctant to redesign
their products or manufacturing processes to incorporate the OLED technology.
Potential licensees may never utilize the commercially viable OLED technology.
If our research partners fail to make advances in their research, or if they
terminate their relationship with us, we might not succeed in commercializing
our OLED technology.
Research and development of commercially viable applications for OLED
technology is dependent on the success of the research efforts of our research
partners conducted under our sponsored research agreement with them. We cannot
assure you that our research partners will make additional advances in the
research and development of the OLED technology.
Although we fund the OLED technology research, the scope of and technical
aspects of the research as well as the resources and efforts directed to such
research is subject to the control of our research partners. Our sponsored
research agreement provides that if Dr. Forrest is unavailable to continue to
serve as a principal investigator, either because he is no longer associated
with Princeton or otherwise, and a successor acceptable to both us and
Princeton is not available, Princeton has the right to terminate the sponsored
research agreement. The 1997 sponsored research agreement, which expires in
July 2002, may not be extended. The termination or expiration of the sponsored
research agreement or the 1997 license agreement would materially and
adversely affect our ability to research, develop and commercialize our OLED
technology.
If we cannot form strategic relationships with companies that manufacture and
use products that incorporate our OLED technology, our commercialization
strategy will fail.
Our strategic plan depends upon the development of strategic relationships
with companies that will manufacture and use products incorporating its OLED
technology. We have not yet entered into any such strategic relationships,
although we have entered into a Development and Licensing Agreement with
Aixtron AG to develop and commercialize a new type of production equipment for
OLEDs based upon our proprietary technology. Our agreement with Motorola also
includes the opportunity to meet with their product development group,
although there are no assurances that Motorola will purchase any products from
UDC or its licensees. Our agreements with PPG provide us with the capability
to sell chemicals to our licensees. In December, 1999, we moved into a new
facility which includes a prototype pilot line and technology transfer
facility to accelerate the development and commercialization of our
technology. We cannot assure you that such a facility will allow us to enter
into such strategic relationships.
Our prospects will be significantly affected by our ability to sublicense
the OLED technology and successfully develop strategic alliances with third
parties for incorporation of the OLED technology into flat panel displays
manufactured by others. Strategic alliances may require financial or other
commitments by us. We might not be able, for financial or other reasons, to
enter into strategic alliances on commercially acceptable terms, or at all.
Failure to do so would have a material adverse effect on us.
If we cannot protect our intellectual property rights, or if our technology
infringes the rights of others, our business will suffer.
Our rights to the OLED technology are dependent on patents and other
intellectual property rights relating to the OLED technology that are licensed
to us by Princeton and USC. Thirty-four U.S. patents have already been issued,
approximately 40 additional patent applications are pending in the United
States and corresponding international patent applications have been filed to
cover the major industrial countries. However, there can be no assurance that
additional patents applied for will be obtained or that any such
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patents will afford us commercially significant protection of our OLED
technology, or will be found valid if challenged. In connection with our
license agreement with Motorola, Inc., we have obtained a license to 70
additional OLED-related U.S. patents, 4 patent applications, related foreign
patents and applications, and the right to sublicense this technology.
The patent laws of other countries may differ from those of the United
States as to the patentability of the OLED technology and the degree of
protection afforded. Older companies and institutions may independently
develop equivalent or superior technologies and may obtain patent or similar
rights with respect thereto. There are a number of other companies and
organizations that have been issued patents and are filing additional patent
applications relating to OLED technology, including Eastman Kodak Corporation,
which holds a number of patents related to OLED technology. There can be no
assurance that the exercise of some aspects of our licensing rights respecting
its OLED technology being developed by Princeton and USC or those licensed
from Motorola, Inc. will not infringe on the patents of others, in which event
we or our research partners may be required to obtain a license, pay damages,
modify their products or method of operation or be prohibited from making,
using, selling or offering to sell some or all products incorporating our OLED
technology. We also might not have the financial or other resources necessary
to enforce or defend a patent infringement action, and the licensors of our
licensed technology might not enforce an action in a timely manner. If
products incorporating our OLED technology are found to infringe upon the
patent or other intellectual property rights of others, it could have a
material adverse effect on us.
The federal government has rights to our OLED technology that might prevent us
from realizing its benefits.
The United States government, through the Defense Advanced Research Projects
Agency, has provided funding to Princeton and us for research activities
related to certain aspects of its OLED technology. The federal government
could obtain rights to this technology, which would affect our rights as
follows:
o If all or certain aspects of the OLED technology develop from our funding
to Princeton, and those aspects are deemed to fall within the planned and
committed activities of DARPA's funding, the federal government, pursuant
to federal law, could have certain rights relating to the OLED
technology.
o If the federal government determines that we have not taken effective
steps to achieve practical application of such technology in a field of
use in a reasonable time, it may require us to grant licenses to other
parties in any such field of use.
o The federal government could restrict our ability to market the OLED
technology to the federal government for military and other applications.
o The federal government's continued funding of ours and Princeton's
research activities may also give it rights to aspects of the OLED
technology developed in the future.
If so, we might not realize the benefits of that technology.
Because many of our competitors have better name-recognition, and greater
financial, technical, marketing and research capabilities than us, we may
never be able to compete successfully in the flat panel display industry.
The flat panel display industry is characterized by intense competition. The
market is currently, and will likely continue to be, dominated by products
utilizing LCD technology. Numerous companies are making substantial
investments in, and conducting research to improve characteristics of, LCD
technology. Several other flat panel display technologies have been, or are
being, developed, including field emission, inorganic electroluminescence,
polymeric light emitting diode, gas plasma and vacuum fluorescent displays. In
addition, other companies are engaged in research and development activities
with respect to technology using OLEDs. Advances in LCD technology or any of
these developing technologies may overcome their limitations or become the
leading technology for flat panel displays, either of which could limit the
potential market for flat panel displays utilizing the Company's OLED
technology.
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Substantially all of these competitors have better name recognition and
greater financial, technical, marketing, personnel and research capabilities
than us. Our competitors may succeed in developing technologies and
applications that are more cost-effective or have fewer display limitations
than our OLED technology. We may never be able to compete successfully or
develop commercial applications for our OLED technology.
If we cannot keep our key employees or hire other talented persons as we grow,
our business might not succeed.
Our performance is substantially dependent on the continued services of
senior management and other key personnel, and its ability to offer
competitive salaries and benefits to its employees. We do not have employment
agreements with any of our management or key personnel. Additionally,
competition for highly skilled technical, managerial and other personnel is
intense. We might not be able to attract, hire, train, retain and motivate the
highly skilled managers and employees we need to be successful. If we fail to
attract and retain the necessary technical and managerial personnel, we will
suffer and might fail.
We can issue shares of preferred stock that can adversely affect your rights
as a shareholder.
Our articles of incorporation authorize us to issue up to 5,000,000 shares
of preferred stock with designations, rights and preferences determined from
time-to-time by our board of directors. Accordingly, our board is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights superior to those of our
common shareholders. For example, an issuance of shares of preferred stock
could:
o adversely affect the voting power of the common shareholders;
o make it more difficult for a third party to gain control of us;
o discourage bids for our common stock at a premium; or
o otherwise adversely affect the market price of the common stock.
Our board has designated and issued (a) 200,000 shares of Series A Preferred
Stock, all of which are held by an entity controlled by Sherwin Seligsohn and
(b) 300,000 shares of Series B Convertible Preferred Stock, which shares are
convertible into shares of our common stock in accordance with our articles of
incorporation. We may issue additional shares of our authorized preferred
stock at any time in the future.
The market price of our common stock might be highly volatile.
The market price of our common stock might be highly volatile, as has been
the case with the securities of other emerging growth companies. Factors such
as:
o our operating results;
o announcements by us or our competitors of technological developments, new
product applications or license arrangements; and
o other factors affecting the flat panel display industry generally may
have a significant impact on the market price of our common stock.
In recent years, the stock market has experienced a high level of price and
volume volatility and market prices for the stock of many companies,
particularly small and emerging-growth companies.
If our shares are delisted, you might not be able to sell your investment in
our company.
Our common stock is listed on the Nasdaq National Market System. To continue
to be listed on that market, however, we must maintain, with certain
exceptions, maintenance criteria, including:
o specified levels for total assets;
o market value of the public float;
o total capital and surplus; and
o a minimum bid price per share.
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The failure to meet such maintenance criteria in the future may result in the
delisting of our common stock from the Nasdaq National Market System.
Thereafter, trading, if any, in our common stock would be conducted in the
non-Nasdaq over-the-counter market. As a result of such delisting, you could
find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, our common stock.
If we are delisted, trading in our common stock may become subject to
additional regulation that could further limit the liquidity of your
investment.
In addition, if our common stock were to become delisted from trading on
Nasdaq and the trading price of the common stock were to remain below $5.00
per share, trading in the common stock would also be subject to the
requirements of additional rules under the Exchange Act. These rules require
additional disclosure by broker-dealers in connection with any trades
involving any non-Nasdaq equity security that has a market price of less than
$5.00 per share, subject to certain exceptions. Such rules require the
delivery, prior to any so-called penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated with it,
and impose various sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors. For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The broker-
dealer also must disclose the commissions payable to the broker-dealer,
current bid and offer quotations for the penny stock and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Such information must be
provided to the customer orally or in writing prior to effecting the
transaction and in writing before or with the customer confirmation. Monthly
statements must be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
common stock, which could severely limit the market liquidity of your
investment.
This offering, as well as the issuance of other publicly traded shares, could
drive our stock price down.
Following the effectiveness of our registration statement, the shares of
common stock offered by the selling shareholders will become freely salable in
the public market. Although the sale of these additional shares to the public
might increase the liquidity of our shareholders' investments, the increase in
the number of shares available for public sale could drive the price of our
common stock down, thus reducing the value of your investment and perhaps
hindering our ability to raise additional funds in the future. To the extent
other restricted shares become freely salable, whether through an effective
registration statement or under Rule 144 of the Securities Act, or we issue
additional shares that might be or become freely salable, you could expect our
stock price to decrease.
Pursuant to the terms of our agreement with PPG, we may have to issue PPG more
shares than we anticipate if our stock price goes down.
Pursuant to the development and license agreement we entered into with PPG,
we are required to issue to PPG, for the services they expect to render to us
during a particular calendar year during the term of the agreement, shares of
common stock based on the value of such services at the beginning of the year.
If, at the time of issuance, the price of our common stock has declined
materially since the date we executed the agreement with PPG, we may be
required to issue to PPG more shares of common stock than we initially
anticipated. This increase in the number of shares available for public sale
could cause people to sell our shares, including short sales, which could
drive the price of our common stock down, thus reducing the value of your
investment and perhaps hindering our ability to raise additional funds in the
future. In addition, this increase in the number of shares outstanding would
further dilute our existing stockholders.
Despite the possibility of the increased issuances referred to above, we
believe that no circumstances exist in which the total number of shares issued
to PPG pursuant to the development and license agreement could reasonably be
expected to exceed twenty percent (20%) of the shares outstanding at the
execution of the agreement. We reach this conclusion based on the fact that
the development and license agreement requires us to issue to PPG a number of
shares of common stock calculated by dividing the value of the
9
services provided to us by PPG by the average of our stock price over a 90 day
period prior to the time the calculation is performed. However, the
development and license agreement contains a minimum price to be used in this
calculation. A decline in the market price below this minimum price would
result not in the issuance by us to PPG of additional shares of common stock,
but rather the payment to PPG of cash in an amount determined as set forth in
the development and license agreement. After considering the anticipated value
of the services to be provided by PPG, and the minimum price referred to
above, we have concluded that no circumstances exist in which the total number
of shares of common stock issued to PPG could reasonably be expected to exceed
twenty percent (20%) of the shares outstanding at the execution of the
agreement.
10
THE OFFERING
The selling stockholders are offering for resale up to 1,950,242 shares of
our common stock. Of the 1,950,242 shares of our common stock being offered by
the selling shareholders, 1,159,621 shares of common stock will be issued upon
the exercise of outstanding warrants.
We originally issued the shares of common stock, and the warrants
exercisable for shares of common stock, that the selling stockholders are
offering as follows:
In December 2000, we issued an aggregate of 790,231 units in a private
placement to investors at $8.50 per unit. Each unit consisted of one share of
common stock and one warrant to purchase one share of common stock. The
exercise price of the warrants underlying the units is 120% of the average
closing price of common stock for five trading days immediately preceding the
initial closing of the December 2000 private placement, and these warrants
have a five-year term. All of the shares of common stock that are part of the
units and shares of common stock to be issued upon the exercise of the
warrants that are still outstanding are included in this offering.
The selling shareholders pursuant to this prospectus may sell the shares of
common stock offered for resale in a secondary offering. Under the terms of
the transactions described above, we are contractually required to register
all of the shares of common stock that are described above.
USE OF PROCEEDS
The selling shareholders will receive the proceeds from the resale of the
shares of common stock. We will not receive any proceeds from the resale of
the shares of common stock by the selling shareholders.
11
SELLING SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of shares of common stock by the selling shareholders as of May 7,
2001, and the number of shares of common stock covered by this prospectus.
Except as otherwise noted below, none of the selling stockholders has held any
position or office, or has had any other material relationship with us or any
of our affiliates within the past three years.
Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities.
The shares of common stock subject to options or warrants currently
exercisable or exercisable within 60 days after May 7, 2001 are deemed
outstanding and to be beneficially owned by the selling shareholders holding
such options or warrants.
Beneficial Ownership
After Resale of Shares
Number of Maximum ----------------------
Shares Number of Number
Names of Beneficially Shares Being of
Selling Shareholders Owned Offered Shares Percent (1)
-------------------- ------------ ------------ ------ ----------
David Patrick Cummings and Kevin Michael Cummings (2) ................. 5,882 5,882 0 *
Cooper & Cummings, LLC (2) ............................................ 5,882 5,882 0 *
Carol A. Cummings (2) ................................................. 5,882 5,882 0 *
Alfred Abramson and Donna Abramson (2) ................................ 5,882 5,882 0 *
Ronald R. Berndt and Lillian J. Berndt (2) ............................ 17,646 17,646 0 *
Alfred G. Yates, Jr. and Barbara L. Yates (2) ......................... 5,882 5,882 0 *
Dr. E. Robert Libby (2) ............................................... 3,528 3,528 0 *
Ralph Arizini, Jr. and Lois Arizini (2) ............................... 3,528 3,528 0 *
Oliver D. Goldman (2) ................................................. 5,882 5,882 0 *
Kenneth J. Cummings and Susan R. Cummings (2) ......................... 5,882 5,882 0 *
John M. Poole (2) ..................................................... 5,882 5,882 0 *
Jerry K. Cooper and Ellen M. Cooper (2) ............................... 5,882 5,882 0 *
David K. Cummings/Carol A. Cummings (2) ............................... 11,764 11,764 0 *
Peter A. Vosgerichian (2) ............................................. 23,528 23,528 0 *
Forrest S. Williams (2) ............................................... 3,528 3,528 0 *
John E. Karpac and Lorraine Karpac (2) ................................ 58,882 58,882 0 *
Robert A. Ward, Jr. (2) ............................................... 5,882 5,882 0 *
Robert Brasier (2) .................................................... 3,528 3,528 0 *
Ronald Scoleri and Myra Scoleri (2) ................................... 11,764 11,764 0 *
Bruce W. Baldwin (2) .................................................. 11,764 11,764 0 *
Robert E. Zakian (2) .................................................. 5,882 5,882 0 *
Tina Turner (2) ....................................................... 5,882 5,882 0 *
Rene J. Kern, Jr. and Nancy S. Kern (2) ............................... 11,764 11,764 0 *
A. Charles Winkelman (2) .............................................. 8,234 8,234 0 *
Miles A. Jellinek and Annabelle O. Jellinek (2) ....................... 3,528 3,528 0 *
Alan M. Kaplan (2) .................................................... 3,528 3,528 0 *
Joshua S. Winkelman (2) ............................................... 3,528 3,528 0 *
Pramod K. Biyani (2) .................................................. 5,882 5,882 0 *
Scott A. Davis and Rae E. Davis (2) ................................... 3,528 3,528 0 *
John Randolph (2) ..................................................... 3,528 3,528 0 *
Thomas E. McDyer (2) .................................................. 23,528 23,528 0 *
Michael Negri and Michael Oles (2) .................................... 6,532 6,532 0 *
Provco Ventures I, L.P. (2) ........................................... 117,646 117,646 0 *
James E. Lakin (2) .................................................... 23,528 23,528 0 *
Charles J. Canepa (2) ................................................. 23,528 23,528 0 *
Cynthia Burroughs Kandell and Alfred N.
Kandell Jr. (2) ...................................................... 21,176 21,176 0 *
12
Beneficial Ownership
After Resale of Shares
Number of Maximum ----------------------
Shares Number of Number
Names of Beneficially Shares Being of
Selling Shareholders Owned Offered Shares Percent (1)
-------------------- ------------ ------------ ------ ----------
Scott B. Mexic (2) .................................................... 5,882 5,882 0 *
Matthew J. Bruff (2) .................................................. 5,882 5,882 0 *
Theodore Nichols (2) .................................................. 8,470 8,470 0 *
Paul P. Giunto (2) .................................................... 11,764 11,764 0 *
George L. Seward (2) .................................................. 17,646 17,646 0 *
John E. Freyer (2) ................................................... 5,882 5,882 0 *
Michael J. Whalen (2) ................................................. 23,528 23,528 0 *
Louis E. Wollenweber (2) .............................................. 10,588 10,588 0 *
Louis P. Bansbach IV (2) .............................................. 11,764 11,764 0 *
Richard Triberti (2) .................................................. 8,470 8,470 0 *
Leon Triberti (2) ..................................................... 5,882 5,882 0 *
Robert K. Dalton (2) .................................................. 5,882 5,882 0 *
Edward Clarkson Shaw (2) .............................................. 10,588 10,588 0 *
John J. Hanley (2) .................................................... 5,882 5,882 0 *
E. Laurence White (2) ................................................. 5,928 5,928 0 *
Chris Shay (2) ........................................................ 5,882 5,882 0 *
James D. Kreidle (2) .................................................. 6,532 6,532 0 *
James M. Fleming (2) .................................................. 6,532 6,532 0 *
Louis P. Bansbach III (2) ............................................. 5,882 5,882 0 *
Brooke B. Maloy (2) ................................................... 5,882 5,882 0 *
G. Garo Chalian (2) ................................................... 21,176 21,176 0 *
Raffi Chalian (2) ..................................................... 2,352 2,352 0 *
Delaware Charter Guarantee & Trust Co. FBO
Robert C. L. (2) ..................................................... 23,294 23,294 0 *
Russell J. Dispense (2) ............................................... 6,532 6,532 0 *
Avalanche Resources, Ltd. (2) ......................................... 470,588 470,588 0 *
Virginia P. Edwards (2) ............................................... 8,470 8,470 0 *
Louise Abrahams (2) ................................................... 10,588 10,588 0 *
DRL Partners, LP (2) .................................................. 6,352 6,352 0 *
Richard Abrahams and Louise Abrahams (2) .............................. 6,352 6,352 0 *
Susan Schaumburger (2) ................................................ 10,588 10,588 0 *
Robert Center (2) ..................................................... 5,882 5,882 0 *
RLA 1993 Trust (2) .................................................... 23,294 23,294 0 *
David T. Abrahams and Ilene L. Abrahams (2) ........................... 3,528 3,528 0 *
Sheldon J. Stillman Trustee Sheldon J. Stillman Declaratio (2) ........ 6,000 6,000 0 *
Claire Mindock (3) .................................................... 36,000 36,000 0 *
Mike Edwards (3) ...................................................... 10,000 10,000 0 *
Kevin Maddox (3) ...................................................... 25,000 25,000 0 *
Fred Bracher (3) ...................................................... 10,000 10,000 0 *
Bob Lombardi (3) ...................................................... 23,000 23,000 0 *
Ray Skrmetta (3) ...................................................... 5,000 5,000 0 *
CVHLEE, LLC (3) ....................................................... 5,000 5,000 0 *
Roger W. Christoph Trustee Roger W. Christoph Trust U/A (2) ........... 12,000 12,000 0 *
Ruth A. Terry and Stanford F. Terry (2) ............................... 4,704 4,704 0 *
Edward A. Skae, Jr. (2) ............................................... 20,000 20,000 0 *
Charles K. Hartley Defined Benefit Pension Plan U/A/D Ch (2) .......... 23,528 23,528 0 *
13
Beneficial Ownership
After Resale of Shares
Number of Maximum ----------------------
Shares Number of Number
Names of Beneficially Shares Being of
Selling Shareholders Owned Offered Shares Percent (1)
-------------------- ------------ ------------ ------ ----------
Kenneth B. Leonard (2) ................................................ 5,882 5,882 0 *
C. Keith Hartley (3) .................................................. 4,000 4,000 0 *
Paul P. Giunto (2) .................................................... 11,764 11,764 0 *
Dillon Capital LLC (3) ................................................ 8,000 8,000 0 *
Crestview Capital Fund LP (4) ......................................... 102,118 102,118 0 *
Zachary C. Salmon (5) ................................................. 185,000 185,000 0 *
Dean Ledger (6) ....................................................... 462,833 200,000 262,833 1.5%
Totals ................................................................ 2,213,075 1,950,242 262,833 1.5%
- ---------------
*Less than 1%.
(1) Based on 16,791,249 shares outstanding as of May 7, 2001.
(2) Of the shares of common stock beneficially owned, one-half represent
shares of common stock that may be acquired immediately upon exercise of
warrants.
(3) All shares of common stock beneficially owned represent shares of common
stock that may be acquired immediately upon exercise of warrants.
(4) Includes 55,059 shares of common stock that may be acquired immediately
upon exercise of warrants.
(5) Includes 110,000 shares of common stock that may be acquired immediately
upon exercise of warrants.
(6) Includes 200,000 shares of common stock that may be acquired immediately
upon exercise of warrants and 53,420 shares of common stock that may be
acquired upon exercise of options that are currently exercisable.
PLAN OF DISTRIBUTION
The selling shareholders, including any donees or pledgees who receive
shares from the selling shareholders, may, from time to time, sell all or a
portion of the shares of common stock on any market upon which the common
stock my be quoted, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such market prices or at negotiated prices. The
selling shareholders may sell the shares of common stock by one or more of the
following methods, without limitation:
o block trades in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent, but may partition and resell a
portion of the block as principal to facilitate the transaction;
o purchases by the broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of the exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o negotiated transactions or otherwise, including an underwritten offering;
o market sales (both long and short to the extent permitted under the
federal securities laws);
o in connection with short sales of the shares of Common Stock;
14
o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options, if permitted under the
securities laws, and
o a combination of any of these methods of sale.
In effecting sales, brokers and dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers
may receive commissions or discounts from the selling shareholders or, if any
such broker-dealer acts as agent for the purchaser of such shares, from such
purchaser, in amounts to be negotiated. These commissions or discounts may
exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling shareholders to sell a specified number of shares
of common stock at a stipulated price per share, and, to the extent such
broker-dealer is unable to do so acting as agent for the selling shareholders,
to purchase as principal any unsold shares of common stock at the price
required to fulfill the broker-dealer commitment to the selling shareholders.
Broker-dealers who acquire shares of common stock as principal may thereafter
resell such shares of common stock form time to time in transactions (which
may involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) at prices and on terms
then prevailing at the time of sale, at prices then related to then-current
market price or in negotiated transactions. In connection with such resales,
broker-dealers may pay to or receive from the purchasers of shares of common
stock commissions as described above. The selling shareholders may also sell
the shares of common stock in accordance with Rule 144 under the Securities
Act of 1933 (the "Securities Act") rather than pursuant to this prospectus.
The selling shareholders and any broker-dealers or agents that participate
with the selling shareholders in sales of the shares of common stock may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with those sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
From time to time, the selling shareholders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements
with their brokers. Upon default by a selling shareholders, the broker may
offer and sell such pledged shares of common stock from time to time. Upon a
sale of the shares of common stock, the selling shareholders intend to comply
with the prospectus delivery requirements under the Securities Act by
delivering a prospectus to each purchaser in the transaction. We intend to
file any amendments or other necessary documents in compliance with the
Securities Act that may be required in the event the selling shareholders
defaults under any customer agreement with brokers.
We are required to pay all fees and expenses incident to the registration of
the shares of common stock. We have agreed to indemnify the selling
shareholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares by the
selling shareholders will be borne by the selling shareholders. The selling
shareholders may agree to indemnify brokers, dealers or agents that
participate in sales by the selling shareholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities
Act.
ABOUT THIS PROSPECTUS
You should only rely on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information we file at the SEC's public
reference rooms located at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and 7 World Trade Center, Suite
15
1300, New York, NY 10048. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public from commercial document retrieval services and at the web site
maintained by the SEC at "http://www.sec.gov."
We have filed a Registration Statement on Form S-3, of which this prospectus
forms a part, to register the resale of the shares with the SEC. As allowed by
SEC rules, this prospectus does not contain all the information you can find
in the Registration Statement or the exhibits to the Registration Statement.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus. This
prospectus incorporates by reference the documents set forth below that we
have previously filed with the SEC. These documents contain important
information about us, our business and our finances.
The documents that we are incorporating by reference are:
o Our Annual Report on Form 10-K for the year ended December 31, 2000, as
amended;
o Our Current Report on Form 8-K filed with the SEC on March 19, 2001, as
amended March 21, 2001; and
o The description of our common stock that is contained in our Registration
Statement on Form SB-2 filed with the SEC on June 30, 1999, as amended
August 25, 1999.
Any documents which we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus but before the end of
any offering of securities made under this prospectus will also be considered
to be incorporated by reference.
If you request, either orally or in writing, we will provide you with a copy
of any or all documents which are incorporated by reference. We will provide
such documents to you free of charge, but will not include any exhibits,
unless those exhibits are incorporated by reference into the document. You
should address written requests for documents to Sidney D. Rosenblatt,
Executive Vice President, Chief Financial Officer, Treasurer and Secretary,
Universal Display Corporation, 375 Phillips Boulevard, Ewing, New Jersey
08618.
LEGAL OPINION
Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, will pass on the
validity of the shares.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus and elsewhere in this registration statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
16
1,950,242 Shares
[graphic]
Common Stock
----------------
PROSPECTUS
----------------
__________, 2001
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are as follows:
SEC Registration fee $ 7,923
Transfer agent and registrar fees 1,500
Printing and engraving fees 5,000
Legal fees 15,000
Blue Sky fees and expenses 5,000
Accounting fees 5,000
Miscellaneous 5,000
-------
Total $44,423
The selling shareholders described in the prospectus included herewith will not
pay any of the expenses of this offering.
Item 15. Indemnification of Directors and Officers
Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law
of 1988, as amended (the "PBCL") contains provisions permitting indemnification
of officers and directors of a business corporation in Pennsylvania.
Sections 1741 and 1742 of the PBCL provide that a business corporation
may indemnify directors and officers against liabilities and expenses they may
incur as such in connection with any threatened, pending or completed civil,
administrative or investigative proceeding, provided that the particular person
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In general, the power to indemnify under these sections does not exist
in the case of actions against a director or officer by or in the right of the
corporation if the person otherwise entitled to indemnification shall have been
adjudged to be liable to the corporation unless it is judicially determined
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnification for
specified expenses.
Section 1743 of the PBCL provides that the corporation is required to
indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors and officers for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Chapter 17
Subchapter D of the PBCL.
The Registrant's Bylaws provide a right to indemnification to the full
extent permitted by law, for expenses (including attorney's fees), damages,
punitive damages, judgments, penalties, fines and amounts paid in settlement,
actually and reasonably incurred by any director or officer whether or not the
indemnified liability arises or arose from any threatened, pending or completed
II-1
proceeding by or in the right of the Registrant (a derivative action) by reason
of the fact that such director or officer is or was serving as a director,
officer, employee or agent of the Registrant or, at the request of the
Registrant, as a director, officer, partner, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, unless the act or failure to act giving rise to the claim for
indemnification is financially determined by a court to have constituted willful
misconduct or recklessness. The Bylaws provide for the advancement of expenses
to an indemnified party upon receipt of an undertaking by the party to repay
those amounts if it is finally determined that the indemnified party is not
entitled to indemnification.
The Registrant's Bylaws authorize the Registrant to take steps to
ensure that all persons entitled to indemnification are properly indemnified,
including, if the Board of Directors so determines, purchasing and maintaining
insurance.
Item 16. List of Exhibits
The exhibits filed as part of this registration statement are as
follows:
Exhibit
Number Description
- ------- ------------
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities being registered.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included as part of the signature
page hereof).
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
II-2
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) That,
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective;
and
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned thereunto duly authorized, in Ewing, New
Jersey, on May 14, 2001.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Sidney D. Rosenblatt
-----------------------------------------
Sidney D. Rosenblatt
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Steven
V. Abramson and Sidney D. Rosenblatt, and each of them acting alone, his or her
true and lawful attorney-in-fact, with full power of substitution, to execute
and cause to be filed with the securities and exchange commission pursuant to
the requirements of the securities act of 1933, as amended, any and all
amendments and post-effective amendments to this registration statement, and
including any registration statement for the same offering that is to be
effective upon filing pursuant to rule 462(b) under the securities act, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or his or her substitute or
substitutes may do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
Chief Executive Officer and Chairman of the May 14, 2001
/s/ Sherwin I. Seligsohn Board (principal executive officer)
- ----------------------------------
Sherwin I. Seligsohn
President, Chief Operating Officer and May 14, 2001
/s/ Steven V. Abramson Director
- ----------------------------------
Steven V. Abramson
Executive Vice President, Chief Financial May 14, 2001
Officer, Treasurer, Secretary and Director
/s/ Sidney D. Rosenblatt (principal financial and accounting officer)
- ----------------------------------
Sidney D. Rosenblatt
Director May 14, 2001
/s/ Leonard Becker
- ----------------------------------
Leonard Becker
Director May 14, 2001
/s/ C. Keith Hartley
- ----------------------------------
C. Keith Hartley
Director May 14, 2001
/s/ Elizabeth H. Gemmill
- ----------------------------------
Elizabeth H. Gemmill
Director May 14, 2001
/s/ Lawrence Lacerte
- ----------------------------------
Lawrence Lacerte
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