forms8_espp.htm

 
As filed with the Securities and Exchange Commission on May 8, 2009
                                                                                                                                          Registration No.
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM S-8
 
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

 
UNIVERSAL DISPLAY CORPORATION
  
 
(Exact name of registrant as specified in its charter)
  

Pennsylvania
  
23-2372688
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification 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)

Universal Display Corporation 2009 Employee Stock Purchase Plan
(Full Title of the Plan)

STEVEN V. ABRAMSON
President and Chief Executive Officer
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:

JUSTIN W. CHAIRMAN, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA  19103
(215) 963-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o 
Accelerated filer þ 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o 

CALCULATION OF REGISTRATION FEE
 
Title of Securities
to be Registered
Amount to be Registered(1)
Proposed Maximum
Offering Price Per Share(2)
Proposed Maximum Aggregate Offering Price(2)
Amount of Registration Fee(2)
Common Stock, $0.01 par value
1,000,000 shares
$11.46
$11,460,000
$640
 
(1)      Pursuant to Rule 416 under the Securities Act, such number of shares of common stock registered hereby shall include an indeterminable number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event.
(2)      Fee calculated in accordance with Rule 457(c) of the Securities Act of 1933, as amended.  Estimated solely for the purpose of calculating the registration fee based on the average of the high and low prices per share of the registrant’s common stock on May 5, 2009, as reported on the NASDAQ Global Market.


 
 
 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants in the Universal Display Corporation Equity Compensation Plan, or the “Plan,” covered by this Registration Statement as specified by Rule 428(b)(1) promulgated under the Securities Act.  Such documents need not be filed with the Securities and Exchange Commission, or the “Commission,” either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 
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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.                      Incorporation of Documents by Reference.

The following documents filed by Universal Display Corporation, or the registrant, with the Commission are incorporated by reference into this Registration Statement:

·
The registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, as amended;

·
The registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009;

·
The registrant’s Current Reports on Form 8-K filed with the Commission on January 22, 2009 and March 17, 2009; and

·
The description of the registrant’s Common Stock, par value $0.01 per share, that is contained in our Registration Statement on Form 8-A filed with the Commission on August 6, 1996 to register such securities under the Exchange Act of 1934, as amended, or the “Exchange Act,” including any amendments filed for the purpose of updating such information.

All reports and other documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference to this Registration Statement and to be a part hereof from the date of the filing of such reports and documents.  Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

EXPERTS

The consolidated financial statements of Universal Display Corporation and subsidiaries as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31, 2008, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Item 4.                      Description of Securities.

Not Applicable.

Item 5.                      Interests of Named Experts and Counsel.

Not Applicable.

Item 6.                      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

 
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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.

Article 7 of the registrant’s Bylaws provides a right to indemnification to the full extent permitted by law, for expenses (including attorneys’ 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 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.

Article 7 of the registrant’s Bylaws authorizes the registrant to take steps to ensure that all persons entitled to indemnification are properly indemnified, including, if the Board of Directors so determines, by purchasing and maintaining appropriate insurance.  The registrant maintains directors and officers insurance.

Item 7.                      Exemption from Registration Claimed.

Not Applicable.

Item 8.                      Exhibits.

The exhibits filed as part of this registration statement are as follows:

Exhibit
Number                                Description

 
4.1
Universal Display Corporation 2009 Employee Stock Purchase Plan, incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2009 Annual Meeting of Shareholders, filed with the Commission on April 24, 2009.

 
5.1
Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities being registered.

 
23.1
Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto).

 
23.2
Consent of KPMG LLP.

 
24.1
Powers of Attorney (included as part of the signature page hereof).


 
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Item 9.                      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, as amended;

(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;

(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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange 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 of 1933, 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 that 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 of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, 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 SEC 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.

 
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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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ewing, State of New Jersey, on May 8, 2009.

 
UNIVERSAL DISPLAY CORPORATION
   
 
By:  /s/ Sidney D. Rosenblatt
 
Sidney D. Rosenblatt
 
Executive Vice President, Chief Financial
 
Officer, Treasurer, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below hereby appoints Steven V. Abramson and Sidney D. Rosenblatt, and each of them acting individually, as his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, with the authority to execute in the name of each such person, and to file with the Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including post-effective amendments) to this registration statement, and any registration statements filed pursuant to General Instruction E to Form S-8 in respect of this registration statement and any and all amendments thereto (including post-effective amendments and all other related documents) necessary or advisable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the Commission in respect thereof, which amendments or registration statements may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

Signature
  
Title
  
Date
         
         
/s/ Sherwin I. Seligsohn
  
Founder and Chairman of the Board of
  
May 8, 2009
Sherwin I. Seligsohn
  
Directors
    
         
         
/s/ Steven V. Abramson
  
President, Chief Executive Officer and Director
  
May 8, 2009
Steven V. Abramson
  
(principal executive officer)
    
         
         
/s/ Sidney D. Rosenblatt
  
Executive Vice President, Chief Financial
  
May 8, 2009
Sidney D. Rosenblatt
  
Officer, Treasurer, Secretary and Director
    
   
(principal financial and accounting officer)
    
         
/s/ Leonard Becker
  
Director
  
May 8, 2009
Leonard Becker
        
         
         
/s/ Elizabeth H. Gemmill
  
Director
  
May 8, 2009
Elizabeth H. Gemmill
        
         
         
/s/ C. Keith Hartley
  
Director
  
May 8, 2009
C. Keith Hartley
        
         
         
/s/ Lawrence Lacerte
  
Director
  
May 8, 2009
Lawrence Lacerte
        

 
 
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