SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 7, 2002 (August 2, 2002) ------------------------------- Universal Display Corporation ----------------------------- (Exact Name of Registrant Specified in Charter) Pennsylvania 1-12031 23-2372688 -------------------- --------------------- ---------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 375 Phillips Boulevard Ewing, NJ 08618 - ------------------------------------------------------ ------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 671-0980 --------------- Item 5. Other Events On August 2, 2002, Universal Display Corporation. (the "Company") entered into a placement agent agreement with Gerard Klauer Mattison & Co., Inc. In connection with the transactions contemplated by the placement agent agreement, the Company has filed a supplement to the prospectus included in its Registration Statement on Form S-3 (Commission File No. 88950), which supplement contemplates the issuance of up to 1,277,014 shares of the Company's common stock at a purchase price of $5.09 per share. This prospectus supplement has been filed with this report as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit Number Exhibit Title -------------- ------------- 99.1 Prospectus Supplement of the Company, dated August 5, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNIVERSAL DISPLAY CORPORATION By: /s/ Sidney D. Rosenblatt ----------------------------------------- Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer and Secretary Dated: August 7, 2002 2 EXHIBIT INDEX Exhibit Number Exhibit Title -------------- ------------- 99.1 Prospectus Supplement of the Company, dated August 5, 2002. 3