SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A-2 AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 ------------------ Commission file number: 1-12031 ------- UNIVERSAL DISPLAY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 23-2372688 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 375 Phillips Blvd. Ewing, NJ 08618 ---------------------------------------- (Address of principal executive offices) 609-671-0980 ---------------------------------------------------- (Registrant's telephone number including area code:) Not Applicable ----------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Title Outstanding as of June 30, 2002 Common Stock par value $.01 per share 18,473,397 This Amendment No. 2 is filed to amend and restate in its entirety Item 6(a) of Part II and to file certain exhibits. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Articles of Amendment to the Registrant's Articles of Incorporation filed with the Department of State of the Commonwealth of Pennsylvania on July 31, 2000.# 3.2 Articles of Amendment to the Registrant's Articles of Incorporation filed with the Department of State of the Commonwealth of Pennsylvania on September 29, 2000.# 10.1 License Agreement between the Registrant and Motorola, Inc. dated as of September 27, 2000 (Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended).* 10.2 Termination, Amendment and License Agreement by and among the Registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University dated as of July 19, 2000 (Portions of this Exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended).* 27 Financial Data Schedule # - --------------------- * Filed herewith. # Previously filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSAL DISPLAY CORPORATION July 8, 2002 By: /s/ Sidney D. Rosenblatt - ------------ ---------------------------------- Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer and Secretary