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 25, 2003 (August 22, 2003)
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Universal Display Corporation
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 1-12031 23-2372688
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
375 Phillips Boulevard
Ewing, NJ 08618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 671-0980
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Item 5. Other Events
On August 22, 2003, Universal Display Corporation. (the "Company")
entered into a placement agent agreement with SG Cowen Securities Corporation
(the "Placement Agent") in connection with the public offering (the "Offering")
of 2,012,500 shares of the Company's common stock, $0.01 par value (the "Common
Stock"), at a purchase price of $8.00 per share. The Offering is registered
under the Securities Act of 1933, as amended (the "Securities Act") on the
Company's Registration Statement on Form S-3 (Commission File No. 333-88950). In
connection with the Offering, the Company issued to the Placement Agent a
warrant to purchase 50,313 shares of the Common Stock at an exercise price of
$8.00 per share.
Such placement agent agreement and the form of warrant are filed
herewith as Exhibits 99.1 and 99.2, respectively.
The Company's prospectus supplement relating to the Offering, which has
been filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act, contains the following disclosure (the term "our"
refers to the Company):
Certain outstanding warrants to purchase shares of our common stock
contain "weighted average" anti-dilution protection, pursuant to which the
exercise price of the warrants is reduced upon our issuance of shares of common
stock at a purchase price per share less than the applicable per share exercise
price of each respective warrant and, is some cases, the number of shares
issuable upon the exercise of the warrant is increased. The following table
contains certain information regarding these warrants and the adjustments to the
exercise price and, where applicable, the number of shares issuable upon
exercise:
Number of Shares
Issuable Number of Shares Issuable
Upon Exercise of Original Current Exercise Price Upon Exercise of Warrant
Warrant Date of Exercise following this following this
at Date of Issuance Issuance Price Offering Offering
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429,492 Aug. 22, 2001 $15.24 $13.75(1) 429,492
314,960 Aug. 22, 2001 $9.9225 $9.52(1) 314,960
186,114 Aug. 22, 2001 $15.24 $12.46(1) 186,114
150,000 Sep. 29, 2000 $21.60 $17.84(1)(2) 181,605(1)(2)
165,969 May 23, 2000 $10.00 $9.50(1)(2) 174,687(1)(2)
90,000 Apr. 18, 2000 $16.75 $14.30(1)(2) 105,388(1)(2)
200,000 Feb. 17, 2000 $14.12 $12.39(1)(2) 227,988(1)(2)
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(1) Shows adjustments relating to the following: (i) the sale of 2,012,500
shares of common stock in this offering at a purchase price per share
of $8.00; (ii) the sale of 383,452 shares of common stock in an
offering consummated on September 27, 2002 at a purchase price per
share of $5.41; and (iii) the sale of 1,277,014 shares of common stock
in an offering consummated on August 8, 2002 at a purchase price per
share of $5.09.
(2) Shows adjustments relating to various offerings and issuances of common
stock and securities convertible into common stock after the date of
issuance of the warrant at prices below the exercise price of the
warrant at the time of such issuance.
The issuance of the shares issuable upon exercise of any of our
warrants in the future could reduce the market price of our common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Number Exhibit Title
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99.1 Placement Agent Agreement, dated August 22, 2003,
between the Company and the Placement Agent.
99.2 Form of Warrant Agreement.
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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
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Sidney D. Rosenblatt
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
Dated: August 25, 2003
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EXHIBIT INDEX
Exhibit Number Exhibit Title
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99.1 Placement Agent Agreement, dated August 22, 2003,
between the Company and the Placement Agent.
99.2 Form of Warrant Agreement.
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