As filed with the Securities and Exchange Commission on January 21, 2004
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNIVERSAL DISPLAY CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania
(State or other jurisdiction of 23-2372688
incorporation of organization) (I.R.S. Employer Identification No.)
375 Phillips Boulevard
Ewing, New Jersey 08619
(Address of principal executive offices)
Universal Display Corporation Equity Compensation Plan
(Full title of the plan)
STEVEN V. ABRAMSON
President and Chief Operating Officer
Universal Display Corporation
375 Phillips Boulevard
Ewing, New Jersey 08619
(Name and address of agent for service)
(609) 671-0980
(Telephone number, including area code, of agent for service)
Copy to:
RICHARD A. SILFEN, ESQ.
JUSTIN W. CHAIRMAN, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Number of` shares to offering price per Aggregate offering Amount of
be registered be registered (1) share price registration fee
------------------------- ---------------------- ------------------------ ----------------------- -----------------------
Common stock, par value 3,030,000 $9.16 $18,124,424(2) $2,922
$0.01 $17.11 $17,988,615(3)
========================= ====================== ======================== ======================= =======================
(1) This registration statement covers shares of common stock of Universal
Display Corporation which may be offered or sold pursuant to the
Universal Display Corporation Equity Compensation Plan. In addition,
pursuant to Rule 416 (a) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate number of
shares of common stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2) Calculated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of determining the registration fee,
based upon 1,978,649 shares underlying options outstanding under the
Universal Display Corporation Equity Compensation Plan and using the
weighted average price at which all outstanding options under the
Universal Display Corporation Equity Compensation Plan may be
exercised.
(3) Calculated pursuant to Rule 457(h) and (c) under the Securities Act of
1933, as amended, solely for the purpose of determining the
registration fee, based on the remaining balance of 1,051,351 shares
being registered hereunder and using the average of the high and low
prices of our common stock as reported on the Nasdaq Stock Market's
National Market on January 15, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in this Part I of
Form S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. 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 of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by Universal Display Corporation (the
"Registrant") with the Commission, are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2002;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2003;
(c) The Registrant's Current Report on Form 8-K for filed with the
Commission on August 25, 2003; and
(d) The description of the Common Stock of the Registrant contained in a
registration statement filed on Form 8-A under the Securities and Exchange Act
(the "Exchange Act") filed on August 6, 1996, including any amendment or report
filed for the purpose of updating such description.
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 which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is 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 or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 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.
The Registrant's Bylaws provide 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.
The Registrant's Bylaws authorize the Registrant to take steps to
ensure that all persons entitled to indemnification are properly indemnified,
including, if the Board of Directors so determines, purchasing and maintaining
insurance. The Registrant maintains directors and officers insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit Number Description
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4.1 Universal Display Corporation Equity Compensation
Plan (filed as Appendix B to the Registrant's Proxy
Statement filed with the Commission on April 28, 2003
and incorporated herein by reference).
5.1 Opinion of Morgan Lewis & Bockius, LLP.
23.1 Consent of Morgan Lewis & Bockius LLP (contained in
the opinion of counsel filed as Exhibit 5.1).
23.2 Consent of KPMG LLP.
Consent of Arthur Andersen LLP (omitted pursuant to
Rule 437A as described in Exhibit 23.2).
24.1 Powers of Attorney (included as part of the signature
page hereof).
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;
(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; and
(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 periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 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 Commission 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, the Registrant 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 Ewing, New Jersey on
January 21, 2004.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Sidney D. Rosenblatt
--------------------------------
Sidney D. Rosenblatt
Executive Vice President
and Chief Financial Officer
Each person whose signature appears below hereby authorizes, appoints
and constitutes Steven V. Abramson and Sidney D. Rosenblatt, and each of such
officers acting singly, his or her true and lawful attorneys-in-fact, with full
power of substitution and resubstitution, for him or her in his or her name,
place and stead to execute and cause to be filed with the Commission, any or all
amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same, as the Registrant
deems appropriate, and he or she hereby ratifies and confirms all that said
attorneys-in-fact or any of them, or their substitutes, may lawfully do or cause
to be done in connection therewith.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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Chief Executive Officer and Chairman of the
/s/ Sherwin I. Seligsohn Board (principal executive officer) January 21, 2004
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Sherwin I. Seligsohn
President, Chief Operating Officer and
/s/ Steven V. Abramson Director January 21, 2004
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Steven V. Abramson
Executive Vice President, Chief Financial
Officer, Treasurer, Secretary and Director
/s/ Sidney D. Rosenblatt (principal financial and accounting officer) January 21, 2004
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Sidney D. Rosenblatt
/s/ Leonard Becker Director January 21, 2004
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Leonard Becker
/s/ Elizabeth H. Gemmill Director January 21, 2004
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Elizabeth H. Gemmill
/s/ C. Keith Hartley Director January 21, 2004
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C. Keith Hartley
/s/ Lawrence Lacerte Director January 21, 2004
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Lawrence Lacerte
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UNIVERSAL DISPLAY CORPORATION
INDEX
Exhibit Number Description
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4.1 Universal Display Corporation Equity Compensation
Plan (filed as Appendix B to the Registrant's Proxy
Statement filed with the Commission on April 28, 2003
and incorporated herein by reference).
5.1 Opinion of Morgan Lewis & Bockius, LLP.
23.1 Consent of Morgan Lewis & Bockius LLP (contained in
the opinion of counsel filed as Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP.
Consent of Arthur Andersen LLP (omitted pursuant to
Rule 437A as described in Exhibit 23.2).
24.1 Powers of Attorney (included as part of the signature
page hereof).
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