Morgan, Lewis & Bockius LLP
Counselors at Law
1701 Market Street
Philadelphia, PA 19103-2921
215-963-5000
Fax: 215-963-5299
Justin W. Chairman
215-963-5061
e-mail: jchairman@morganlewis.com
June 23, 2005
VIA EDGAR AND OVERNIGHT COURIER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Mark P. Shuman, Esquire
Branch Chief-Legal, Division of Corporation Finance
Re: Universal Display Corporation
Registration Statement on Form S-3 -- File No. 333-124306
---------------------------------------------------------
Dear Mr. Shuman:
This letter is being submitted in response to the comments given by the staff of
the Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission") as set forth in your letter to Steven V. Abramson, President
and Chief Operating Officer of Universal Display Corporation (the "Company"),
dated May 19, 2005, with respect to the above-referenced registration statement
(the "Registration Statement"), as well as to the Company's Registration
Statement on Form S-3 (File No. 333-120737). We have been authorized by the
Company to provide the responses contained in this letter on behalf of the
Company.
Where indicated below, requested changes have been included in Amendment No. 1
to the Registration Statement ("Amendment No. 1"), which is being filed
contemporaneously with this response.
For your convenience, we set forth each comment in italicized typeface and
include each response below the relevant comment.
GENERAL
1. Please include disclosure in both Forms S-3 regarding the other pending
offering. To put the cover page references to the secondary distribution in
each prospectus in an appropriate context, this information about the
concurrent secondary offering under the other filing should be included.
A section entitled "Concurrent Offering," which contains information
regarding the other pending offering, has been added to the prospectus.
WHERE YOU CAN FIND MORE INFORMATION
2. We note that you filed your form 10-Q for the quarter ended March 31, 2005
after filing registration statement number 333-124306 and that you have
additionally filed two Forms 8-K since filing the last amendment to
registration statement number 333-120737. Please revise you filings to
update this section accordingly and ensure that any future filings that are
required to be incorporated by reference are properly reflected prior to
effectiveness. See Interp. H.69 of the July 1997 CF Manual of Publicly
Available Telephone Interpretations.
In accordance with the Staff's comment, Amendment No. 3 incorporates by
reference the Company's Quarterly Report on Form 10-Q and two Current
Reports on Form 8-K referenced by the Staff. In addition, the Company has
included in Amendment No. 3 the language referenced in Interp. H.69
regarding the incorporation by reference of additional filings the Company
makes under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, made between the date of the initial registration
and prior to the effectiveness of the registration statement. In accordance
with Interp. H.69, following effectiveness the Company will file, pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus
identifying any such filings and removing the statement referenced above.
PENDING REVIEW OF CONFIDENTIAL TREATMENT REQUESTS
3. We note that there are currently two pending confidential treatment
requests regarding Company documents. Please be advised that your
registration statements will not be declared effective until all issues on
such confidential treatment requests have been resolved. Additionally,
please ensure that registration statement number 333-124306 is updated to
include the revised version of Exhibit 10.6.
The Company notes the Staff's comment. The Registration Statement has been
updated as per the Staff's request.
Please do not hesitate to contact the undersigned at 215-963-5061 if you should
have any questions or comments with regard to these responses.
Very truly yours,
/s/ Justin W. Chairman
- --------------------------
Justin W. Chairman
cc: Sara Kalin, Esquire
Mr. Steven V. Abramson
Scott C. Bovino, Esquire