As filed with the Securities and Exchange Commission on December 10, 2001
Registration No.333-
================================================================================
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:
STEPHEN M. GOODMAN, 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 Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered to be Registered Offering Price Per Share(1) Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01
per share 2,147,460 Shares $ 7.63 $16,385,119 $3,917 (1)
- ------------------------------------------------------------------------------------------------------------------------------------
(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 December 3, 2001, as reported on the Nasdaq National Market.
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.
SUBJECT TO COMPLETION, DATED DECEMBER 10, 2001
PROSPECTUS
2,147,460 Shares
UNIVERSAL DISPLAY CORPORATION
Common Stock
The shareholders of Universal Display Corporation identified in this
prospectus under "Selling Shareholders," or their pledgees or assignees, are
offering up to 2,147,460 shares of our common stock for resale to the public.
The selling shareholders will be selling shares of common stock that they can
acquire upon the conversion of promissory notes 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 December 6, 2001,
the last reported sale price of our common stock on the Nasdaq National Market
was $8.73 per share.
An investment in our common stock involves significant risks. You
should carefully consider the risk factors described on pages 5 to 14 before
investing in our common stock.
These securities 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 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.
---------------------
The date of this Prospectus is December __, 2001
TABLE OF CONTENTS
Page
----
Cautionary Statement Concerning Forward-Looking Statements.............. 1
Universal Display Corporation........................................... 2
Risk Factors............................................................ 5
The Offering ........................................................... 15
Use of Proceeds......................................................... 15
Selling Shareholders.................................................... 15
Plan of Distribution.................................................... 17
About this Prospectus................................................... 18
Where You Can Find More Information..................................... 18
Legal Opinion........................................................... 19
Experts................................................................. 19
i
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.
1
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 was 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, 51 patents have been issued in the United States. Approximately 71
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 71 US patents, 7 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(TM) Technology: Our transparent OLED can be used to create
transparent displays for information displays on windshields, cockpit
displays on aircraft and head mounted displays. Transparent organic
light-emitting devices, or 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(TM) 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. With a stacked organic light emitting device, or 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.
2
o FOLED(TM) 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 will have lower
power requirements. The flexible organic light emitting device, or
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 the scientific journal 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 PHOLED(TM) 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 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 LEDs,
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. We also fund research in
OLEDs at the Massachusetts Institute of Technology (MIT) and the Chitose
Institute of Technology in Japan.
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. In 2001, we
leased an additional 10,000 square feet in our building, which we
plan to start occupying in the first quarter of 2002.
3
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.
Our Development Partners
We have announced agreements with the following six companies:
o Effective July 23, 2001, we entered into a Joint Development
Agreement with Samsung SDI Co. Ltd. to develop low-power, full-color
active matrix OLED displays. The initial focus of the agreement will
be on the development of portable OLED displays for use in mobile
telephones, personal digital assistants, electronic games and other
consumer and industry electronics. Pursuant to the development
program, we will combine our proprietary OLED materials and
technology with Samsung's active matrix technology.
o Effective April 19, 2001, we entered into a Development and License
Agreement with Luxell Technologies, Inc. Under the agreement, the
parties will cooperate in the development of one or more
high-contrast, high-efficiency OLED displays integrating our TOLED
technology and Luxell's Black Layer(TM) technology. Pursuant to the
terms of the agreement, Luxell has obtained a royalty-bearing license
to our TOLED technology and high efficiency materials for use in
Black Layer TOLED displays that may be manufactured, marketed or
sold. We will be the licensor of the combined Black Layer TOLED
technology, and the parties will share in the revenues from such
licensing activities.
o Effective February 1, 2001, we entered into a Joint Development
Agreement with Sony Corporation to develop active matrix OLED display
devices for use in large area monitor applications. By combining our
proprietary electrophosphorescent materials with Sony's proprietary
low temperature poly silicon active matrix OLED technology, the
parties will seek to develop high power efficiency OLED displays.
o Effective October 1, 2000, we 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. 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. 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.
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 71 US patents, 7 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
4
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 Series B 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 our
proprietary technology called Organic Vapor Phase Deposition (OVPD).
Aixtron AG is a world leader in the production of manufacturing
equipment for LEDs using MOCVD (Metal-organic chemical vapor
deposition) technology. Under the agreement, the Company 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 we 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. The information in our web site is not part of this
prospectus.
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 $39.4 million, as of September 30, 2001. 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.
5
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. 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
before products utilizing the OLED technology are manufactured and sold. 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
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 licensing relationships with companies that
manufacture and use products that incorporate our OLED technology, our
commercialization strategy will fail.
6
Our strategic plan depends upon the development of strategic licensing
relationships with high volume 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
o a Joint Development Agreement with Samsung SDI Co. Ltd.;
o a Joint Development Agreement with Sony Corporation;
o a Development and License Agreement with PPG Industries, Inc.;
o a Development and License Agreement with Luxell Technologies Inc.;
and
o 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 us or our 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. Fifty-one U.S. patents have already been issued,
approximately 71 additional patent applications are pending in the United States
and many corresponding international patent applications have been filed to
cover major industrial countries. However, there can be no assurance that
additional patents applied for will be obtained or that any such 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 71 additional OLED-related U.S.
patents, 7 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.
7
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.
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:
8
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. All of the shares of
Series A Stock and Series B Stock 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.
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 our shares are delisted, trading in our common stock may become subject to
additional regulation that could further limit the liquidity of your investment.
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
9
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.
On August 22, 2001, we completed a private placement transaction in
which we sold shares of our convertible preferred stock, three-year convertible
promissory notes and warrants to purchase shares of our common stock to the
selling shareholders, Pine Ridge Financial Inc. and Strong River Investments,
Inc. In addition, Pine Ridge and Strong River purchased additional shares of
preferred stock from us on December 3, 2001 as part of that transaction. As of
December 5, 2001 all of the shares of preferred stock purchased by Pine Ridge
and Strong River have been converted into an aggregate 1,064,804 shares of
common stock. We are currently registering for resale the shares issuable upon
the conversion of the promissory notes sold to Pine Ridge and Strong River. We
have already registered for resale an aggregate of 2,737,620 shares that were
issued upon the conversion of the preferred stock and shares that may be
issuable upon the exercise of the warrants held by Pine Ridge and Strong River.
Following the effectiveness of this Registration Statement, the 2,147,460 shares
of common stock offered by the selling shareholders will become freely salable
in the public market. The number of shares offered by the selling shareholders
includes substantially more than the number of shares to which they are
currently eligible to receive upon the conversion of the notes. We are
registering for resale twice the number of shares that are currently issuable
under the notes pursuant to contractual obligations with the selling
shareholders and to ensure that a sufficient number of shares is registered in
the event that adjustments, if any, are made to the conversion prices of the
notes. See "THE OFFERING" on page 15. Sales of substantial amounts of common
stock in the public market as a result of this offering, as well as the issuance
of other freely tradable shares, could reduce the market price of our common
stock and make it more difficult for us and our shareholders to sell our equity
securities in the future. Material terms of the notes are explained below.
Payment Terms
The original principal amount of each of the two notes is $7.5 million.
We pay interest on the notes to the noteholders in cash on a quarterly basis.
Interest on the outstanding principal sum of the notes accrues daily and is
compounded annually. The interest rate is equal to the rate of interest paid
from time to time on money market accounts held at First Union Bank; however,
upon the occurrence and during the continuance of an event of default under the
notes, the interest rate shall increase to 18% per year. The entire unpaid
principal balance of the notes and all accrued but unpaid interest thereon and
any other amounts otherwise payable under the notes are due and payable on
August 22, 2004, unless the payment obligation is accelerated by virtue of an
event of default.
Methods of Conversion
The notes may be converted into shares of our common stock as follows:
(a) The entire outstanding principal amount of each of the notes will
automatically convert at the then-applicable conversion price if the following
conditions are met:
o the product of the daily volume weighted average price ("VWAP") of
one share of our common stock and the trading volume of our common
stock exceeds $726,691 on each of any 20 consecutive trading days;
10
o no event of default under the note is continuing at the end of such
20 trading day period;
o the VWAP for each of such 20 trading days exceeds 125% of the
then-applicable conversion price of the notes;
o the shares of common stock issuable under the notes may be sold under
either (x) the Registration Statement of which this prospectus forms
a part or (y) pursuant to Rule 144(k) promulgated under the
Securities Act of 1933 (i.e., at least two years after August 22,
2001, the date on which the purchase price for the notes was paid);
o our common stock has been listed or quoted on the Nasdaq National
Market, the Nasdaq SmallCap Market, or a national securities exchange
during each of such 20 trading days;
o we have a sufficient number of authorized but unissued and otherwise
unreserved shares of our common stock available to issue upon the
conversion of the notes; and
o we have not failed to timely deliver certificates representing shares
of common stock upon conversion of the notes two or more times in any
six month period.
Such conversion, however, shall not be effected to the extent that it would
result in a holder of a note then beneficially owning, together with its
affiliates, more than 9.999% of our common stock then outstanding. If the entire
principal amount of either of the notes has not been automatically converted for
150 days due to the 9.999% limitation on ownership, then we may prepay that note
without premium or penalty by paying the holder thereof the outstanding
principal amount of the note and all accrued but unpaid interest thereon.
(b) Holders of the notes may convert all or a portion of the notes at any time.
During the period when the shares issuable under the notes may be sold under the
Registration Statement of which this prospectus forms a part or pursuant to Rule
144(k) promulgated under the Securities Act of 1933, the holders of the notes
must convert at least $1.5 million of the principal amount of each note per
month if the following conditions are met:
o the product of the VWAP and the trading volume of our common stock
exceeds $726,691 on each of the 10 trading days ending on the last
trading day before the last day of the applicable calendar month;
o no event of default under the note is continuing at the end of such
month;
o the average of the VWAPs of our common stock for all of the trading
days in such calendar month exceeds 110% of the then-applicable
conversion price of the notes;
o our common stock has been listed or quoted on the Nasdaq National
Market, the Nasdaq SmallCap Market, or a national securities exchange
during such month;
o we have a sufficient number of authorized but unissued and otherwise
unreserved shares of common stock available to issue upon the
conversion of the notes; and
o we have not failed to timely deliver certificates representing shares
of common stock upon conversion of the notes two or more times in any
six month period.
A holder may not convert its note, however, to the extent that it would then
beneficially own, together with its affiliates, more than 9.999% of our common
stock then outstanding.
(c) Commencing on February 8, 2002, if the following conditions are met, we
shall have the right to require the conversion of up to $1.5 million of the
principal amount of each note per month by delivering notice to the note holder
of our election to exercise this right (the "Company Conversion Notice"):
11
o the product of the VWAP and the trading volume of our common stock
exceeds $726,691 on each of the 10 trading days ending on the last
trading day before the date that is 30 days after the date of the
Company Conversion Notice (the "Company Conversion Date");
o the shares underlying the notes may be sold: (a) under a Registration
Statement during the entire period beginning on the date of the
Company Conversion Notice and ending on the Company Conversion Date;
or (b) pursuant to Rule 144(k) promulgated under the Securities Act
of 1933;
o no event of default under the note is continuing;
o our common stock has been listed or quoted on the Nasdaq National
Market, the Nasdaq SmallCap Market, or a national securities exchange
during the entire period beginning on the date of the Company
Conversion Notice and ending on the Company Conversion Date;
o we have a sufficient number of authorized but unissued and otherwise
unreserved shares of our common stock available to issue upon the
conversion of the notes;
o we have not failed to timely deliver certificates representing shares
of common stock upon conversion of the notes two or more times in any
six month period; and
o at least 30 days has elapsed since an automatic conversion of $1.5
million of the principal amount of the note as described in paragraph
(b) above.
Such conversion, however, shall not be effected to the extent that it would
result in a holder of a note owning, together with its affiliates, more than
9.999% of our common stock then outstanding.
Prepayment
A holder of a note has the right to require us to prepay all or a
portion of its note, plus all accrued but unpaid interest thereon, at any on
time on or after:
o the 120th day following the date on which the Registration Statement of
which this prospectus forms a part is declared effective by the Securities
and Exchange Commission, if more than $3.75 million of the principal amount
of the note is then outstanding; or
o the 240th day following the date on which the Registration Statement of
which this prospectus forms a part is declared effective by the Securities
and Exchange Commission, if more than $1.875 million of the principal
amount of such note is then outstanding.
We must prepay the specified amount of the note within one business day
after receiving notice from the holder that it is requiring us to prepay its
note.
We have the right to prepay each of the notes in full at any time by
paying the holder thereof 105% of the outstanding principal amount of such note
and all accrued but unpaid interest thereon. We must prepay the note on the
thirtieth trading day after the date on which we notify the note holder that we
are exercising our prepayment rights.
Acceleration of Note
In the event that either (i) this Registration Statement has not been
declared effective by the Securities and Exchange Commission on or prior to
January 9, 2002 or (ii) we sell shares of our common stock or other securities
convertible into or exercisable for shares of our common stock at a price less
than $13.97 per share, then the note holders may elect to demand repayment of
the principal amount of the notes then outstanding, plus accrued but unpaid
interest thereon.
12
In addition, upon the occurrence of events of default under the notes,
the holders thereof may demand repayment of the principal amount of the notes
then outstanding, plus accrued but unpaid interest thereon, and may also be
entitled to liquidated damages.
Security
Our obligations under each note are secured by an irrevocable letter of
credit, issued with a face amount equal to the outstanding principal of the
related note. We pledged the $15 million in cash proceeds received from the sale
of the notes as collateral to the bank that issued the letters of credit. Under
the terms of the applicable agreements, the face amount of each letter of credit
is reduced as the outstanding principal amount of the related note is reduced.
Thus, as each note is converted or repaid, the face amount of the related letter
of credit will be reduced and, likewise, the amount pledged to the bank as
collateral relating to that letter of credit will be reduced. Accordingly, as
the notes are converted or repaid, we will be able to access the funds raised
from the sale of the notes in amounts corresponding to the portion of the notes
that are converted or repaid.
Voting Rights
The holders of the notes have assigned to management of the Company
their rights to vote the shares of common stock issuable upon the conversion of
the notes.
Conversion Price
The number of shares of our common stock issuable upon conversion of
the notes equals the quotient obtained by dividing the amount of the note being
converted by the then-applicable conversion price. The initial conversion price
of each of the notes is $13.97, which may change in the future based on certain
anti-dilution adjustments explained below.
Adjustment Features of Conversion Prices of Notes and Exercise Price of
Warrants
If we sell stock at a price per share that is below either the
then-applicable conversion price of the notes or below the exercise price of the
warrants issued in the August 22, 2001 private placement transaction, then the
conversion or exercise prices, as applicable, of the notes and warrants may
adjust downward. The number of additional shares of common stock to which the
holders of the notes would be entitled depends on the price at which we sell our
stock. In addition, if we require a holder of a convertible promissory note to
convert more than $1.5 million of the principal amount of its note, then the
exercise price of warrants to purchase 429,492 shares at an exercise price of
$15.24 per share may be reduced to equal 110% of the then-applicable conversion
price of the relevant note. Finally, if we require the conversion of the
promissory notes, the conversion price of the notes will be reduced to the lower
of (x) the then-applicable conversion price or (y) an amount equal to 87% of the
average of the VWAP for the 12 consecutive trading days ending on the last
trading day immediately prior to the date on which such conversion is
effectuated (subject to a floor equal to the product of (A) .87 and (B) 90% of
the VWAP on the date on which we notified the holder of our election to require
conversion of the notes). As a result of the foregoing, we may be required to
issue more shares of common stock upon the conversion of the notes.
If the price of our common stock decreased substantially and we sold
shares at a price lower than the conversion prices of the notes, the issuance of
a greater number of shares under the notes could have an effect on the control
of our company. However, the notes cannot be converted to the extent that Pine
Ridge or Strong River would then own, together with its respective affiliates,
more than 9.999% of the shares of our common stock then outstanding.
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
13
stock down, thus reducing the value of your investment and perhaps hindering our
ability to raise additional funds in the future. In addition, 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.
If our stock price goes down, we may have to issue more shares than we
anticipate under the terms of a license and development agreement.
Pursuant to the development and license agreement we entered into with
PPG Industries, Inc., 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 in 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.
Our executive officers and directors own a large percentage of our voting stock
and could exert significant influence over matters requiring shareholder
approval after this offering, including takeover attempts.
Our executive officers and directors, and their respective affiliates,
own as of December 5, 2001 approximately 10.8% of our outstanding common stock.
Moreover, Pine Ridge Financial Inc. and Strong River Investments, Inc. assigned
to management of the Company their rights to vote the shares of common stock
issuable upon the conversion of the preferred stock, notes and warrants issued
or to be issued to them in a August 22, 2001 private placement transaction.
Accordingly, these shareholders and members of management may, as a practical
matter, be able to exert significant influence over matters requiring approval
by our shareholders, including the election of directors and the approval of
mergers or other business combinations. This concentration could also have the
effect of delaying or preventing a change of control.
14
THE OFFERING
The 2,147,460 shares of our common stock being offered by this
prospectus are being offered by the selling shareholders. All of these shares
are issuable upon the conversion of two outstanding promissory notes. We
previously issued these convertible promissory notes to the selling shareholders
in a private placement transaction, which we completed on August 22, 2001, for a
total purchase price of $15 million. Each note is in the principal amount of
$7.5 million and is secured by an irrevocable standby letter of credit in favor
of the note holder that was issued by First Union National Bank. Each letter of
credit has a face amount of $7.5 million. As a beneficiary of one of the letters
of credit, each note holder is entitled to receive payment from the bank upon
the note holder's demand. If we fail to pay the note holder any amount which is
then due and payable to it under its note, the note holder is entitled to
receive payment of such amount under the letter of credit after certifying to
the bank that it is entitled to receive the payment.
At the closing of the sale of the notes, we pledged $15 million to the
bank to serve as collateral for our obligations to the bank in connection with
the bank's issuance of the letters of credit to the purchasers of the notes. If
the bank pays a note holder any amount under one of the letters of credit, the
bank will charge the amount of the payment against our account containing the
pledged funds. Thus, we do not currently have the use of the $15 million in
proceeds from the sale of the notes, which have been pledged as collateral to
the bank. We will gain access to those funds only if, when and to the extent
that the face amounts of the letters of credit are reduced. The face amounts of
the letters of credit will be reduced when the note holders deliver
certifications to the bank stating that (i) they have converted all or a portion
of the outstanding principal amounts of the notes into shares of our common
stock or (ii) that we repaid all or a portion of the principal balance
outstanding under the notes. See "Methods of Conversion", "Conversion Price",
"Payment Terms" and "Acceleration of Note" under the risk factor entitled "This
offering, as well as the issuance of other publicly traded shares, could drive
our stock price down." Thus, the face amounts of the letters of credit will be
reduced by amounts corresponding to the principal amounts of the notes that are
converted or repaid.
Of the 2,147,460 shares of our common stock being offered by the
selling shareholders, this prospectus indicates that Pine Ridge and Strong River
are each offering 1,073,730 shares. The number of shares this prospectus
indicates are being offered by Pine River and Strong River, however, reflects
twice the number of shares that are currently issuable to Pine Ridge and Strong
River upon the conversion of the notes. Pursuant to our contractual obligations
with Pine Ridge and Strong River, we are registering twice the number of shares
that are currently issuable under the notes because the conversion prices of the
notes are subject to downward adjustment if we sell stock at a price per share
that is below the then-applicable conversion prices of the notes, or if we
require the conversion of the notes. See "Adjustment Features of Conversion
Prices of Notes and Exercise Price of Warrants" under the risk factor entitled,
"This offering, as well as the issuance of other publicly traded shares, could
drive our stock price down."
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.
SELLING SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of shares of common stock by the selling shareholders as of December
5, 2001, and the number of shares of common stock covered by this prospectus.
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 issuable upon (i) conversion of the notes and (ii)
exercise of warrants, in each case, currently convertible or exercisable within
60 days after December 5, 2001, are deemed outstanding and to be beneficially
owned by the selling shareholders holding such notes or warrants. However, Pine
Ridge Financial, Inc. and Strong River Investments, Inc. are prohibited from
using any notes or warrants to acquire shares of common stock to the extent that
such acquisition would result in Pine Ridge and/or Strong River, together with
any of their respective affiliates, beneficially owning in excess of 9.999% of
our common stock outstanding after such acquisition. 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.
The percentage of ownership for each selling shareholder disclosed in
this table is based on 18,111,884 shares of common stock outstanding as of
December 5, 2001, plus any common stock equivalents held by that holder. Both
the number of shares listed as being offered by the selling shareholders in the
table and the holders' respective percentages of share ownership after the
offering are based on the assumptions that all of the shares being offered are
sold pursuant to this offering, and that no other shares of common stock are
acquired or disposed of by the selling shareholders prior to the termination of
this offering. Because the selling shareholders may sell all, some or none of
their shares or may acquire or dispose of other shares of common stock, we
cannot estimate the aggregate number of shares that will be sold in this
offering or the number or percentage of shares of common stock that each selling
shareholder will own upon completion of this offering.
15
Beneficial Ownership Prior to Beneficial Ownership After
Resale of Shares Resale of Shares
-------------------------------- ----------------------------
Number of
Name of Number of Shares Being Number of
Selling Shareholder Shares Percent Offered Shares Percent
------------------- ------ ------- ------- ------ -------
Pine Ridge Financial Inc. (1) 1,889,200 (2) 9.9% 1,073,730 (3,4) 1,853,056 (8) 9.7%
Strong River Investments, Inc. (1) 1,889,200 (5) 9.9% 1,073,730 (6,7) 1,853,056 (8) 9.7%
--------- ---------
Totals 2,147,460
- -------------
(1) Pine Ridge and Strong River are deemed to be affiliates. Pine Ridge and
Strong River assigned to management of the Company their rights to vote the
shares of common stock (i) issuable upon the conversion of the notes; (ii)
issuable upon the exercise of warrants and (iii) that they received upon the
conversion of our Series C-1 Convertible Preferred Stock and Series D
Convertible Preferred Stock. Based solely on information provided to us by
the Pine Ridge and Strong River, Avi Vigder has investment control over the
shares.
(2) Includes: (a) 744,452 shares that may be issuable upon the exercise of
warrants (372,226 to each of Pine Ridge and Strong River); and (b) 1,073,730
shares that may be issuable upon the conversion of convertible promissory
notes (536,865 to each of Pine Ridge and Strong River). Also includes
532,402 shares owned by Pine Ridge and 576,202 shares owned by Strong River.
However, Pine Ridge is not currently deemed to be the beneficial owner of
all the shares described above because it cannot convert its promissory
note, nor may it exercise its warrants to the extent that it would then own,
together with its affiliates, more than 9.999% of the shares of our common
stock then outstanding.
(3) The number of shares offered by Pine Ridge includes substantially more than
the number of shares currently issuable to Pine Ridge upon the conversion of
its promissory note because, pursuant to our contractual obligations with
Pine Ridge, we are registering more than the number of shares issuable under
the note to ensure that a sufficient number of shares is registered for
resale. Pine Ridge may receive more shares than it is currently entitled to
receive upon conversion of the note because the conversion price of the note
is subject to anti-dilution adjustments.
(4) Does not include any shares offered by Strong River.
(5) Includes: (a) 744,452 shares that may be issuable upon the exercise of
warrants (372,226 to each of Pine Ridge and Strong River); and (b) 1,073,730
shares that may be issuable upon the conversion of convertible promissory
notes (536,865 to each of Pine Ridge and Strong River). Also includes
576,202 shares owned by Strong River and 532,402 shares owned by Pine Ridge.
However, Strong River is not currently deemed to be the beneficial owner of
all the shares described above because it cannot convert its promissory
note, nor may it exercise its warrants to the extent that it would then own,
together with its affiliates, more than 9.999% of the shares of our common
stock then outstanding.
(6) The number of shares offered by Strong River includes substantially more
than the number of shares currently issuable to Strong River upon the
conversion of its note because, pursuant to our contractual obligations with
Strong River, we are registering more than the number of shares issuable
under the note to ensure that a sufficient number of shares is registered
for resale. Strong River may receive more shares than it is currently
entitled to receive upon conversion of the note because the conversion price
of the note is subject to anti-dilution adjustments.
16
(7) Does not include any shares offered by Pine Ridge.
(8) Includes (a) 532,402 shares owned by Pine Ridge; (b) 576,202 shares owned by
Strong River; and (c) 744,452 shares that may be issuable upon the exercise
of warrants (372,226 to each of Pine Ridge and Strong River).
PLAN OF DISTRIBUTION
The selling shareholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholders may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o to cover short sales effected after the date hereof;
o broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share; and
o any combination of any of the above methods.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act of 1933, if available, rather than under this prospectus.
The selling shareholders may also engage in short sales against the
box, puts and calls and other transactions in our securities or derivatives of
our securities and may sell or deliver shares in connection with these trades.
The selling shareholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling shareholder defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
shares.
Broker-dealers engaged by the selling shareholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling shareholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The selling shareholders will be subject to prospectus delivery
requirements of the Securities Act. We have informed the selling shareholders
that the anti-manipulative provisions of Regulation M promulgated under the
Securities Exchange Act of 1934 may apply to their sales in the market.
17
We are required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling shareholders, up to $25,000. 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, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
IL 6066. 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:
X Our Annual Report on Form 10-K for the year ended December 31, 2000;
X Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001;
X Our Amendment to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001;
X Our Current Report on Form 8-K filed with the SEC on March 19, 2001,
as amended on March 21, 2001;
X Our Current Report on Form 8-K filed with the SEC on September 6,
2001;
X Our Current Report on Form 8-K filed with the SEC on September 26,
2001; and
X 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.
18
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, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.
19
================================================================================
2,147,460 Shares
UNIVERSAL DISPLAY CORPORATION
Common Stock
---------------
PROSPECTUS
---------------
December __, 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 $ 3,917
Transfer agent and registrar fees $ 1,500
Printing and engraving fees $ 5,000
Legal fees $150,000
Blue Sky fees and expenses $ 5,000
Accounting fees $ 16,000
Miscellaneous $ 7,583
--------
Total $189,000
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
proceeding by or in the right of the Registrant (a derivative action) by reason
II-1
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
- ------ -----------
Exhibit Number Exhibit Title
-------------- -------------
4.1 Convertible Promissory Note dated as of August 22, 2001 payable to the order of Pine Ridge
Financial Inc. (1)
4.2 Convertible Promissory Note dated as of August 22, 2001 payable to the order of Strong
River Investments, Inc. (1)
5.1 Opinion of Morgan, Lewis & Bockius LLP (3)
10.1 Securities Purchase Agreement dated as of August 22, 2001 among the Company, Pine Ridge
Financial Inc. and Strong River Investments, Inc. (1)
10.2 Registration Rights Agreement dated as of August 22, 2001 among the Company, Pine Ridge
Financial Inc. and Strong River Investments, Inc. (1)
10.3 Voting Agreement dated as of August 22, 2001 among the Company, Pine Ridge Financial Inc.
and Strong River Investments, Inc. (1)
10.4 Pledge Agreement dated as of August 22, 2001 by UDC, Inc. in favor of First Union National
Bank (1)
10.5 Control Agreement dated as of August 22, 2001 among First Union National Bank, in its
capacity as the issuer of two standby letters of credit, UDC, Inc. and First Union National
Bank, in its capacity as custodian (1)
10.6 Guaranty and Suretyship Agreement dated as of August 22, 2001 made by the Company in favor
of First Union National Bank (1)
10.7 Irrevocable Standby Letter of Credit issued by First Union National Bank in favor of Pine
Ridge Financial Inc. (1)
10.8 Irrevocable Standby Letter of Credit issued by First Union National Bank in favor of Strong
River Investments, Inc. (1)
10.9 First Amendment to Securities Purchase Agreement dated as of September 20, 2001 among the
Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (2)
10.10 Second Amendment to Securities Purchase Agreement dated as of November 1, 2001 among the
Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (2)
10.11 First Amendment to Registration Rights Agreement dated as of November 1, 2001 among the
Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (2)
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1
hereto) (3)
23.2 Consent of Arthur Andersen LLP (3)
24.1 Powers of Attorney (included in the signature pages hereto) (3)
- ------------
1. Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on
September 6, 2001 and incorporated herein by reference.
2. Filed as an exhibit to the Registrant's Registration Statement on Form S-3
(File No. 333-72846) filed on November 6, 2001 and incorporated herein by
reference.
3. Filed herewith.
II-2
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.
(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.
II-3
(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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Ewing, New Jersey, on December 7, 2001.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Steven V. Abramson
-------------------------------------
Steven V. Abramson
President and Chief Operating Officer
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
--------- ----- ----
/s/ Sherwin I. Seligsohn Chief Executive Officer and Chairman of the December 7, 2001
- ------------------------------------------------- Board (principal executive officer)
Sherwin I. Seligsohn
/s/ Steven V. Abramson President, Chief Operating Officer and December 7, 2001
- ------------------------------------------------- Director
Steven V. Abramson
/s/ Sidney D. Rosenblatt Executive Vice President, Chief Financial December 7, 2001
- ------------------------------------------------- Officer, Treasurer, Secretary and Director
Sidney D. Rosenblatt (principal financial and accounting officer)
/s/ C. Keith Hartley Director December 7, 2001
- -------------------------------------------------
C. Keith Hartley
/s/ Elizabeth H. Gemmill Director December 7, 2001
- -------------------------------------------------
Elizabeth H. Gemmill
/s/ Lawrence Lacerte Director December 7, 2001
- -------------------------------------------------
Lawrence Lacerte
/s/ Leonard Becker Director December 7, 2001
- -------------------------------------------------
Leonard Becker
II-5