As filed
with the Securities and Exchange Commission on November 10, 2009
Registration
No.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
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UNIVERSAL DISPLAY
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Pennsylvania
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23-2372688
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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375
Phillips Boulevard
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Ewing,
New Jersey 08618
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(609)
671-0980
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(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
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STEVEN
V. ABRAMSON
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President
and Chief Executive Officer
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Universal
Display Corporation
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375
Phillips Boulevard
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Ewing,
New Jersey 08618
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(609)
671-0980
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(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
of all communications to:
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JUSTIN
W. CHAIRMAN, ESQ.
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Morgan,
Lewis & Bockius LLP
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1701
Market Street
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Philadelphia,
PA 19103
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(215)
963-5000
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Approximate date of commencement of
proposed sale to the public: From time to time after this
Registration Statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. þ
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box: ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box: ¨
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:
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of
securities
to be registered
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Amount
to be registered(1)
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Proposed
maximum
offering
price per unit(2)
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Proposed
maximum aggregate offering price(2)
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Amount
of registration fee(2)(3)
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Common
Stock, $0.01 par value
Preferred
Stock, $0.01 par value
Warrants(4)
Depositary
Shares(5)
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$50,000,000
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100%
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$50,000,000
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$3,565
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(1) Not
specified as to each class of the above-referenced securities being registered
hereby, pursuant to General Instruction II.D of Form S-3. In no event will the
aggregate initial offering price of the securities registered hereby exceed
$50,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies, including currency units. The securities registered hereby
may be sold separately, together or in units with other securities registered
hereby. This registration statement also includes any securities issuable upon
stock splits or similar transactions pursuant to Rule 416 under the Securities
Act.
(2) Estimated
solely for the purpose of computing the registration fee, pursuant to Rule
457(o) under the Securities Act. The proposed maximum offering price per unit
will be determined from time to time by the registrant in connection with the
issuance by the registrant of the securities registered hereby.
(3) The
prospectus that forms part of this registration statement, as the prospectus may
be amended or supplemented from time to time, is deemed to relate to the
$50,000,000 of securities being registered pursuant to this registration
statement and, pursuant to Rule 429 under the Securities Act, to $4,125,524 of
securities registered and issuable by the registrant pursuant to a prior
registration statement on Form S-3 of the registrant, Commission File No.
333-112077 (the “2004 Registration Statement”). The registration fee associated
with the securities registered pursuant to the 2004 Registration Statement
(calculated at $34.30 for each $1,000,000 worth of securities registered – the
fee in effect at the time of filing of the 2004 Registration Statement) is
approximately $142.
(4) There
are being registered hereby an indeterminate number of warrants entitling the
holders thereof to purchase shares of common stock or shares of preferred stock,
which may be sold separately, together or in units with other securities
registered hereby.
(5) There
are being registered hereby an indeterminate number of depositary shares to be
evidenced by depositary receipts issued pursuant to a deposit agreement to be
entered into between the registrant and a depositary. In the event the
registrant elects to offer to the public fractional interests in the shares of
preferred stock registered hereby, depositary receipts will be distributed to
those persons purchasing such fractional interests and the shares of preferred
stock will be issued to the depositary under a deposit agreement.
---------------
Pursuant
to Rule 429 under the Securities Act, the prospectus filed as part of this
registration statement also relates to securities of the registrant registered
pursuant to a prior registration statement on Form S-3 of the registrant,
Commission File No. 333-112077.
---------------
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT
TO COMPLETION, DATED NOVEMBER 10, 2009
The
information in this prospectus is not complete and may change. We may not sell
these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
PROSPECTUS
$54,125,524
UNIVERSAL
DISPLAY CORPORATION
Common
Stock
Preferred
Stock
Warrants
Depositary
Shares
We may
offer up to $54,125,524 in shares of our common stock, shares of preferred
stock, warrants to purchase shares of our common stock and preferred stock and
depositary shares. Our common stock is listed on the NASDAQ Global
Market, where it trades under the symbol “PANL.”
We may
offer these securities at prices and on terms to be set forth in one or more
supplements to this prospectus. These securities may be offered
directly, through agents on our behalf or through underwriters or
dealers.
An
investment in our securities involves significant risks. You should carefully
consider the risk factors beginning on page 5 of this prospectus before
investing in our securities.
The
securities described in this prospectus have not been approved by the Securities
and Exchange Commission or any state securities commission, nor have they
determined if this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
The
date of this prospectus is __________, 2009
TABLE
OF CONTENTS
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Page
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Cautionary
Statement Concerning Forward-Looking Statements
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3
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Our
Company
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4
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Risk
Factors
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5
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The
Offering
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5
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Use
of Proceeds
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5
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Certain
Ratios
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5
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Description
of Preferred Stock
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6
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Description
of Warrants
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10
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Plan
of Distribution
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11
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About
this Prospectus
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13
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Where
You Can Find More Information
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13
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Legal
Opinion
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14
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Experts
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14
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CAUTIONARY
STATEMENT
CONCERNING
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus
contain some “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements concern possible or assumed future
events, results and business outcomes. These statements often include words such
as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,”
“will,” “may” or similar expressions. These statements are based on assumptions
that we have made in light of our experience in the industry, as well as our
perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances.
As you
read and consider this prospectus, you should not place undue reliance on any
forward-looking statements. You should understand that these statements involve
substantial risk and uncertainty and are not guarantees of future performance or
results. They depend on many factors that are discussed further in the section
of this prospectus entitled “Risk Factors,” including:
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the
outcomes of our ongoing and future research and development activities,
and those of others, relating to organic light emitting diode (OLED)
technologies and materials;
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our
ability to access future OLED technology developments of our academic and
commercial research partners;
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the
potential commercial applications of and future demand for our OLED
technologies and materials, and of OLED products in
general;
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our
ability to form and continue strategic relationships with manufacturers of
OLED products;
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successful
commercialization of products incorporating our OLED technologies and
materials by OLED manufacturers, and their continued willingness to
utilize our OLED technologies and
materials;
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the
comparative advantages and disadvantages of our OLED technologies and
materials versus competing technologies and materials currently on the
market;
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the
nature and potential advantages of any competing technologies that may be
developed in the future;
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our
ability to compete against third parties with resources greater than
ours;
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our
ability to maintain and improve our competitive position following the
expiration of our fundamental OLED
patents;
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the
adequacy of protections afforded to us by the patents that we own or
license and the cost to us of maintaining and enforcing those
patents;
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our
ability to obtain, expand and maintain patent protection in the future,
and to protect our unpatentable intellectual
property;
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our
exposure to and ability to withstand third-party claims and challenges to
our patents and other intellectual property
rights;
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the
payments that we expect to receive under our existing contracts with OLED
manufacturers and the terms of contracts that we expect to enter into with
OLED manufacturers in the future;
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our
future capital requirements and our ability to obtain additional financing
if and when needed;
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our
future OLED technology licensing and OLED material revenues and results of
operations; and
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general
economic and market conditions.
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Changes
or developments in any of these areas could affect our financial results or
results of operations, and could cause actual results to differ materially from
those contemplated by any forward-looking statements.
All
forward looking statements speak only as of the date of this prospectus or the
documents incorporated by reference, as the case may be. We do not undertake any
duty to update any of these forward-looking statements to reflect events or
circumstances after the date of this prospectus, or to reflect the occurrence of
unanticipated events.
OUR
COMPANY
We are a
leader in the research, development and commercialization of organic light
emitting diode, or OLED, technologies and materials. OLEDs are thin, lightweight
and power-efficient solid-state devices that emit light, making them highly
suitable for use in full-color displays and as lighting products. We believe
that OLED displays have begun to capture a share of the growing flat panel
display market because they offer potential advantages over competing display
technologies with respect to brightness, power efficiency, viewing angle, video
response time and manufacturing cost. We also believe that OLED lighting
products have the potential to replace many existing light sources in the future
because of their high efficiency, excellent color rendering index, low heat
generation and novel form factors. Our technology leadership and intellectual
property position should enable us to share in the revenues from OLED displays
and lighting products as they enter mainstream consumer markets.
Our
primary business strategy is to further develop and license our proprietary OLED
technologies to manufacturers of products for display applications, such as cell
phones, MP3 players, laptop computers and televisions, and specialty and general
lighting products. In support of this objective, we also develop new OLED
materials and sell materials to those product manufacturers. Through our
internal research and development efforts and our relationships with world-class
partners such as Princeton University, the University of Southern California,
the University of Michigan, Motorola, Inc. and PPG Industries, Inc., we have
established a significant portfolio of proprietary OLED technologies and
materials. We currently own, exclusively license or have the sole right to
sublicense more than 960 patents issued and pending worldwide.
We sell
our proprietary OLED materials to customers for evaluation and use in commercial
OLED products. A substantial portion of our commercial OLED material
sales are to Samsung Mobile Display Co., Ltd. (Samsung SMD) of South
Korea. We also sell our commercial OLED chemicals to Chi Mei EL
Corporation of Taiwan, Tohoku Pioneer Corporation of Japan, and LG Display Co.,
Ltd. of South Korea.
We
receive royalties under our patent license agreement with Samsung SMD on account
of its sales of active matrix OLED display products. We have also
entered into a patent license agreement for OLED lighting products with Konica
Minolta Holdings, Inc. and its subsidiary, and a cross license agreement with
DuPont Displays, Inc. for its manufacture of solution-processed OLED display
products. We continue to work with many other companies who are
evaluating our OLED technologies and materials for possible use in commercial
OLED display and lighting products.
Corporate
Information
Our
corporation was organized under the laws of the Commonwealth of Pennsylvania in
April 1985. Our business was commenced in June 1994 by a company then known as
Universal Display Corporation, which had been incorporated under the laws of the
State of New Jersey. On June 22, 1995, a wholly-owned subsidiary
of ours merged into this New Jersey corporation. The surviving
corporation in this merger became a wholly-owned subsidiary of ours and changed
its name to UDC, Inc. Simultaneously with the consummation of this
merger, we changed our name to Universal Display Corporation. UDC, Inc. now
functions as an operating subsidiary of ours and has overlapping officers and
directors. In January 2008, we also formed a second wholly-owned
subsidiary, Universal Display Corporation Hong Kong, Ltd.
Our
principal executive offices are located at 375 Phillips Boulevard, Ewing, New
Jersey 08618 and our telephone number is (609) 671-0980. Our Internet
address is www.universaldisplay.com. The
information on our Internet site is not part of this prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before
purchasing our securities, you should carefully consider the risks described in
the SEC filings incorporated by reference in this prospectus, including, without
limitation, the Annual Report on Form 10-K for the year ended December 31, 2008,
as amended. You should not purchase our securities if you cannot
afford the loss of your entire investment.
THE
OFFERING
Using
this prospectus, we may offer from time to time, in one or more series, together
or separately, at prices and on terms to be determined at the time of
offering:
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shares
of common stock, $0.01 par value;
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shares
of preferred stock, $0.01 par
value;
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warrants
to purchase shares of common stock or preferred stock;
and
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The
shares of preferred stock may, at our option, be issued in the form of
depositary shares evidenced by depositary receipts, and may be convertible into
or exchangeable for shares of our common stock or other securities issued by
us.
USE
OF PROCEEDS
Unless
otherwise provided in the applicable prospectus supplement accompanying this
prospectus, the net proceeds, if any, from the sale of the securities offered
hereby will be used for general corporate purposes, including the acquisition or
development of properties, assets, entities or technologies, and the repayment
of indebtedness. As of the date of this prospectus, we have not
identified as probable any specific material proposed uses of these
proceeds. If, as of the date of any prospectus supplement, we have
identified any such uses, we will describe them in the prospectus
supplement. The amount of securities offered from time to time
pursuant to this prospectus and any prospectus supplement, and the precise
amount of the net proceeds we will receive from the sale of such securities, as
well as the timing of receipt of those proceeds, will depend upon our funding
requirements. If we elect at the time of an issuance of securities to
make different or more specific uses of the proceeds than as set forth herein,
we will describe those uses in the applicable prospectus
supplement.
CERTAIN
RATIOS
The
ratios of our earnings to combined fixed charges and preferred stock dividends
for the nine months ended September 30, 2009 and the years ended December 31,
2008, 2007, 2006, 2005 and 2004 are not meaningful because we did not have
earnings during any of those periods. The dollar amount of the
deficiency in each of such periods was $16,657,624, $20,102,214, $16,780,821,
$15,731,371, $16,225,819 and $16,389,540, respectively.
For the
purpose of computing the amount of our combined fixed charges and preferred
stock dividends, fixed charges consist of interest costs, whether expensed or
capitalized, and amortization of debt discounts. Preferred stock
dividends consist of deemed dividends relating to beneficial conversion features
of certain of the outstanding series of preferred stock.
DESCRIPTION
OF PREFERRED STOCK
General
The
rights, preferences, privileges and restrictions of the shares of preferred
stock in respect of which this prospectus is delivered, if any, shall be
described in the prospectus supplement relating to those shares of preferred
stock. Among the terms of the preferred stock which may be specified
in the related prospectus supplement are the following:
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the
annual dividend rate, if any, or the means by which the dividend rate may
be calculated, including the possibility that the dividend rate may bear
an inverse relationship to some index or
standard;
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the
date or dates from which dividends shall accrue, the date or dates on
which dividends shall be paid and whether dividends shall be
cumulative;
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the
price at which and the terms and conditions on which the series of
preferred stock described in the prospectus supplement may be redeemed,
including the period of time during which the shares may be redeemed, any
premium to be paid over and above the par value of the preferred stock,
and whether and to what extent accumulated dividends on the preferred
stock will be paid upon the redemption of the
shares;
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·
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the
liquidation preference, if any, over and above the par value of the shares
of preferred stock and whether and to what extent the holders of those
shares shall be entitled to accumulated dividends in the event of the
voluntary or involuntary liquidation, dissolution or winding-up of our
affairs;
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whether
the preferred stock shall be subject to the operation of a retirement or
sinking fund and, if so, a description of the operation of the retirement
or sinking fund;
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the
terms and conditions, if any, on which the preferred stock may be
convertible into, or exchangeable for, shares of any other class or
classes of our equity interests, including the price or rate of conversion
or exchange and the method for effecting the conversion or
exchange;
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a
description of the voting rights, if any, of the preferred stock;
and
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other
preferences, rights, qualifications or restrictions or material terms of
the preferred stock.
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The
description of the foregoing provisions of the preferred stock as set
forth in the applicable prospectus supplement is only a summary, is not complete
and is subject to, and is qualified in its entirety by, reference to the
definitive Articles of Amendment to our Articles of Incorporation relating to
that series of preferred stock. In connection with any offering of
preferred stock, the Articles of Amendment will be filed with the SEC as an
exhibit to, or incorporated by reference in, the registration statement of which
this prospectus is a part.
Rank
Unless
otherwise specified in the applicable prospectus supplement, each series of
preferred stock will, with respect to dividend rights and rights upon the
liquidation, dissolution or winding up of our company or affairs,
rank:
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senior
to all classes or series of common stock, and to all equity securities
ranking junior to that series of preferred
stock;
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on
a parity with all equity securities issued by us, the terms of which
specifically provide that those equity securities rank on a parity with
that series of preferred stock; and
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junior
to all equity securities issued by us, the terms of which specifically
provide that those equity securities rank senior to that series of
preferred stock.
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For these
purposes, the term “equity securities” does not include convertible debt
securities.
Dividends
Holders
of the preferred stock of each series will be entitled to receive, when, as and
if declared by our Board of Directors, out of our assets legally available for
payment, cash dividends, or dividends in kind or in other property if expressly
permitted and described in the applicable prospectus supplement, at the rates
and on the dates as will be set forth in the applicable prospectus
supplement. Each dividend shall be payable to holders of record
as
they
appear in our shareholder records at the close of business on the record date(s)
as shall be fixed by the Board of Directors.
Dividends
on any series of preferred stock may be cumulative or non-cumulative, as
provided in the applicable prospectus supplement. Dividends, if
cumulative, will be cumulative from and after the date set forth in the
applicable prospectus supplement. If the Board of Directors fails to
declare a dividend payable on a dividend payment date on any series of preferred
stock for which dividends are non-cumulative, then the holders of that series of
preferred stock will have no right to receive a dividend in respect of the
dividend period ending on that dividend payment date, and we will have no
obligation to pay the dividend accrued for that period, whether or not dividends
on the series are declared payable on any future dividend payment
date.
Unless
otherwise specified in the applicable prospectus supplement, if any shares of
preferred stock of any series are outstanding, no full dividends shall be
declared, paid or set apart for payment on any of our capital shares of any
other series ranking, as to dividends, on a parity with or junior to the
preferred stock of that series for any period unless (i) if the series of
preferred stock has a cumulative dividend, full cumulative dividends on the
preferred stock of that series have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof is set apart for
payment for all past dividend periods and the then-current dividend period; or
(ii) if the series of preferred stock does not have a cumulative dividend, full
dividends on the preferred stock of that series for the then-current dividend
period have been or contemporaneously are declared and paid, or declared and a
sum sufficient for the payment thereof is set apart for payment. When
dividends are not paid in full (or a sum sufficient for such full payment is not
so set apart) upon preferred stock of any series, as well as on the shares of
any other series of preferred stock ranking on a parity as to dividends with the
preferred stock of that series, all dividends declared upon preferred stock of
that series and any other series of preferred stock ranking on a parity
therewith shall be declared pro rata so that the amount of dividends declared
per share of preferred stock of that series and the other series of preferred
stock shall in all cases bear to each other the same ratio that accrued
dividends per share on the preferred stock of that series (which shall not
include any accumulation in respect of unpaid dividends for prior dividend
periods if such shares of preferred stock do not have a cumulative dividend) and
the other series of preferred stock bear to each other. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on preferred stock of any series which may be in
arrears.
Except as
provided in the immediately preceding paragraph, unless (i) if the series of
preferred stock has a cumulative dividend, full cumulative dividends on the
shares of preferred stock of that series have been or contemporaneously are
declared and paid, or declared and a sum sufficient for the payment thereof set
apart for payment, for all past dividend periods and the then-current dividend
period; and (ii) if the series of preferred stock does not have a cumulative
dividend, full dividends on the shares of preferred stock of that series for the
then-current dividend period have been or contemporaneously are declared and
paid, or declared and a sum sufficient for the payment thereof is set apart for
payment, no dividends (other than in shares of common stock or other capital
stock ranking junior to the shares of preferred stock of such series as to
dividends and upon liquidation) shall be declared, paid or set aside for payment
or other distribution upon the shares of common stock, or any other of our
capital shares ranking junior to or on a parity with the preferred stock of that
series as to dividends or upon liquidation, nor shall any shares of common
stock, or any other of our capital shares ranking junior to or on a parity with
the preferred stock of that series as to dividends or upon liquidation, be
redeemed, purchased or otherwise acquired for any consideration (or any monies
be paid to, or made available for, a sinking fund for the redemption of any such
shares) by us, except by conversion into or exchange for other of our capital
shares ranking junior to the shares of preferred stock of that series as to
dividends and upon liquidation.
Redemption
If so
provided in the applicable prospectus supplement, the preferred stock will be
subject to mandatory redemption or redemption at our option, in whole or in
part, in each case upon the terms, at the times and at the redemption prices set
forth in the applicable prospectus supplement.
The
prospectus supplement relating to a series of shares of preferred stock that is
subject to mandatory redemption will specify the number of those shares of
preferred stock that shall be redeemed by us in each year commencing after a
date to be specified, at a redemption price per share to be specified, together
with an amount equal to all accrued and unpaid dividends thereon (which shall
not, if such shares of preferred stock do not have a cumulative dividend,
include any accumulation in respect of unpaid dividends for prior dividend
periods) to the date of redemption. The redemption price may be
payable in cash or other property, as specified in the applicable prospectus
supplement. If the redemption price for shares of preferred stock of
any series is payable only from the net proceeds of the issuance of our capital
shares, the terms of those shares of preferred stock may provide that, if no
such capital shares shall have been issued or to the extent the net proceeds
from any issuance are insufficient to pay
in full
the aggregate redemption price then due, the shares of preferred stock shall
automatically and mandatorily be converted into the applicable capital shares
pursuant to conversion provisions specified in the applicable prospectus
supplement.
Notwithstanding
the foregoing, unless (i) if the series of preferred stock has a cumulative
dividend, full cumulative dividends on all shares of preferred stock of any
series shall have been or contemporaneously are declared and paid, or declared
and a sum sufficient for the payment thereof is set apart for payment, for all
past dividend periods and the then-current dividend period; and (ii) if the
series of preferred stock does not have a cumulative dividend, full dividends of
the shares of preferred stock of any series for the then-current dividend period
have been or contemporaneously are declared and paid, or declared and a sum
sufficient for the payment thereof is set apart for payment, no shares of
preferred stock of any series shall be redeemed unless all outstanding shares of
preferred stock of that series are simultaneously redeemed. The
foregoing, however, shall not prevent the purchase or acquisition of shares of
preferred stock of such series pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of preferred stock of such
series. In addition, unless (i) if the series of preferred stock has
a cumulative dividend, full cumulative dividends on all outstanding shares of
any series of preferred stock shall have been or contemporaneously are declared
and paid, or declared and a sum sufficient for the payment thereof is set apart
for payment, for all past dividends periods and the then-current dividend
period; and (ii) if the series of preferred stock does not have a cumulative
dividend, full dividends on the shares of preferred stock of any series for the
then-current dividend period have been or contemporaneously are declared and
paid, or declared and a sum sufficient for the payment thereof is set apart for
payment, we shall not purchase or otherwise acquire, directly or indirectly, any
shares of preferred stock of that series, except by conversion into or exchange
for other of our capital shares ranking junior to the shares of preferred stock
of such series as to dividends and upon liquidation. The foregoing,
however, shall not prevent the purchase or acquisition of shares of preferred
stock of that series pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding shares of preferred stock of such
series.
If fewer
than all of the outstanding shares of preferred stock of any series are to be
redeemed, the number of shares to be redeemed will be determined by us and those
shares may be redeemed pro rata from the holders of record of those shares in
proportion to the number of those shares held or for which redemption is
requested by such holder (with adjustments to avoid redemption of fractional
shares), or by lot in a manner determined by us.
Notice of
redemption will be mailed at least 30 days, but not more than 60 days, before
the redemption date to each holder of record of shares of preferred stock of any
series to be redeemed at the address shown on our share transfer
books. Each notice shall state:
|
·
|
the
number and series of shares of preferred stock to be
redeemed;
|
|
·
|
the
place or places where the shares of preferred stock are to be surrendered
for payment of the redemption
price;
|
|
·
|
that
dividends on the shares to be redeemed will cease to accrue on the
redemption date; and
|
|
·
|
the
date upon which the holder’s conversion rights, if any, as to such shares
shall terminate.
|
If fewer
than all of the shares of preferred stock of any series are to be redeemed, the
notice mailed to each holder of shares of that series shall also specify the
number of shares of preferred stock to be redeemed from that
holder. If notice of redemption of any shares of preferred stock has
been given and if the funds necessary for redemption have been set aside by us,
from and after the redemption date dividends will cease to accrue on those
shares of preferred stock, and all rights of the holders of those shares will
terminate, except the right to receive the redemption price.
Liquidation
Preference
Upon any
voluntary or involuntary liquidation, dissolution or winding up of our affairs,
then, before any distribution or payment shall be made to the holders of any
shares of our common stock or any other class or series of our capital shares
ranking junior to the shares of preferred stock in the distribution of assets
upon any liquidation, dissolution or winding up of our company or affairs, the
holders of shares of each series of preferred stock shall be entitled to
receive, out of our assets legally available for distribution to shareholders,
liquidating distributions in the amount of the liquidation preference per share
(as set forth in the applicable prospectus supplement), plus an amount equal to
all dividends accrued and unpaid thereon (which shall not include any
accumulation in respect of unpaid dividends for prior dividend periods if such
shares of preferred stock do not have a cumulative
dividend). After
payment
of the full amount of the liquidating distributions to which they are entitled,
the holders of shares of preferred stock will have no right or claim to any of
our remaining assets. In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up of our company or affairs,
our available assets are insufficient to pay the amount of the liquidating
distributions on all outstanding shares of preferred stock and the corresponding
amounts payable on all shares of other classes or series of our capital shares
ranking on a parity with the shares of preferred stock in the distribution of
assets, then the holders of the shares of preferred stock and all other such
classes or series of capital shares shall share ratably in any such distribution
of assets in proportion to the full liquidating distributions to which they
would otherwise be respectively entitled.
If
liquidating distributions shall have been made in full to all holders of shares
of preferred stock, our remaining assets shall be distributed among the holders
of any other classes or series of capital shares ranking junior to the shares of
preferred stock upon liquidation, dissolution or winding up of our company or
affairs, according to their respective rights and preferences and in each case
according to their respective number of shares. For these purposes,
our consolidation or merger with or into any other corporation, trust or entity,
or the sale, lease or conveyance of all or substantially all of our property or
business, shall not be deemed to constitute a liquidation, dissolution or
winding up of our company or affairs.
Voting
Rights
Holders
of shares of preferred stock will not have any voting rights except as indicated
in the applicable prospectus supplement.
Conversion
Rights
The terms
and conditions, if any, upon which shares of any series of shares of preferred
stock are convertible into shares of our common stock will be set forth in the
applicable prospectus supplement relating to that series. These terms
will include the number of shares of common stock into which the shares of
preferred stock are convertible, the conversion price or manner of calculation
thereof, the conversion period, provisions as to whether conversion will be at
the option of the holders of the shares of preferred stock or us, the events
requiring an adjustment of the conversion price and provisions affecting the
conversion in the event of the redemption of that series of shares of preferred
stock.
Shareholder
Liability
Applicable
Pennsylvania law provides that no shareholder, including holders of shares of
preferred stock, shall be personally liable for our acts and obligations, and
that our funds and property shall be the only recourse for such acts or
obligations.
Registrar
and Transfer Agent
The
Registrar and Transfer Agent for the preferred stock will be set forth in the
applicable prospectus supplement.
Depositary
Shares
We may,
at our option, elect to offer fractional shares of preferred stock, rather than
full shares of preferred stock. In the event such option is
exercised, we will issue receipts for depositary shares, each of which will
represent a fraction (to be set forth in the prospectus supplement relating to
the shares of preferred stock) of a share of such shares of preferred
stock.
The
shares of preferred stock represented by depositary shares will be deposited
under a deposit agreement between us and a bank or trust company selected by us
having its principal office in the United States and having a combined capital
and surplus of at least $50,000,000. Subject to the terms of the
deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable fraction of a preferred share represented by the
depositary share, to all the rights and preferences of the preferred share,
represented thereby (including dividend, voting, redemption, conversion and
liquidation rights).
The above
description of the depositary shares is only a summary, is not complete and is
subject to, and is qualified in its entirety by, the description in the
applicable prospectus supplement and the provisions of the deposit agreement,
which will contain the form of depositary receipt. A copy of the
deposit agreement will be filed with the SEC as an exhibit to or incorporated by
reference in the registration statement of which this prospectus is a
part.
DESCRIPTION
OF WARRANTS
We may
issue separately, or together with any common stock or preferred stock offered
by any prospectus supplement, warrants for the purchase of other shares of
common stock or preferred stock (“Warrants”). The Warrants may be
issued under warrant agreements (each, a “Warrant Agreement”) to be entered into
between us and a bank or trust company, as warrant agent (the “Warrant Agent”),
or may be represented by certificates evidencing the Warrants (the “Warrant
Certificates”), all as set forth in the prospectus supplement relating to the
particular series of Warrants. The following summaries of certain
provisions of the Warrants do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of any
related Warrant Agreement and Warrant Certificate, respectively, including the
definitions therein of certain terms. Wherever defined terms of the
Warrant Agreement are summarized herein or in a prospectus supplement, it is
intended that such defined terms shall be incorporated herein or therein by
reference. In connection with any offering of Warrants, any such
Warrant Agreement or a form of any such Warrant Certificate will be filed with
the SEC as an exhibit to or incorporated by reference in the
registration statement.
General
The
prospectus supplement relating to the particular series of Warrants offered
thereby will describe the terms of the offered Warrants, any related Warrant
Agreements and Warrant Certificates, including the following, to the extent
applicable:
|
·
|
if
the Warrants are offered for separate consideration, the offering price
and the currency for which Warrants may be
purchased;
|
|
·
|
the
number of shares of common stock purchasable upon exercise of the offered
Warrants and the price at which such number of shares of common stock may
be purchased upon such exercise;
|
|
·
|
the
date, if any, on and after which the offered Warrants and the related
shares of common stock will be separately
transferable;
|
|
·
|
the
date on which the right to exercise the offered Warrants shall commence
and the date on which such right shall
expire;
|
|
·
|
a
discussion of the specific U.S. federal income tax, accounting and other
considerations applicable to the offered Warrants, or to any securities
purchasable upon the exercise of the
Warrants;
|
|
·
|
whether
the offered Warrants represented by Warrant Certificates will be issued in
registered or bearer form, and if registered, where they may be
transferred and registered;
|
|
·
|
any
applicable anti-dilution
provisions;
|
|
·
|
any
applicable redemption or call
provisions;
|
|
·
|
any
applicable book-entry provisions;
and
|
|
·
|
any
other terms of the offered
Warrants.
|
Warrant
Certificates will be exchangeable on the terms specified in the related
prospectus supplement for new Warrant Certificates of different denominations
and Warrants may be exercised, as applicable, at our corporate offices, the
corporate trust office of the Warrant Agent or any other office indicated in the
prospectus supplement relating thereto. Prior to the exercise of
their Warrants, holders of Warrants will not have any of the rights of holders
of the shares of common stock purchasable upon such exercise, including the
right to receive payments of dividends or distributions of any kind, if any, on
the shares of common stock or preferred stock purchasable upon exercise or to
exercise any applicable right to vote such shares.
Exercise
of Warrants
Each
Warrant will entitle the holder thereof to purchase such number of shares of
common stock or preferred stock at such exercise price as shall in each case be
set forth in, or be determinable from, the prospectus supplement relating to
such Warrant, by payment of such exercise price in full in the currency and in
the manner specified in such prospectus supplement. Warrants may be
exercised at any time up to the close of business on their expiration date(s)
(or any later date to which we may extend such expiration date(s)); unexercised
Warrants will become null and void.
Upon
receipt at the corporate trust office of the Warrant Agent or any other office
indicated in the related prospectus supplement of (a) payment of the exercise
price and (b) the Warrant Certificate properly completed and duly executed, we
will, as soon as practicable, forward the shares of common stock or preferred
stock purchasable upon such exercise to the holder of such
Warrant. If less than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining number of Warrants.
PLAN
OF DISTRIBUTION
We may
sell the securities being offered hereby: (a) directly to purchasers; (b)
through agents; (c) through underwriters; (d) through dealers; or (e) through a
combination of any such methods of sale.
The
distribution of the securities may be effected from time to time in one or more
transactions:
|
·
|
at
a fixed price or at final prices, which may be
changed;
|
|
·
|
at
market prices prevailing at the time of
sale;
|
|
·
|
at
prices related to such prevailing market prices;
or
|
Offers to
purchase securities may be solicited directly by us, or by agents designated by
us, from time to time. Any such agent, which may be deemed to be an underwriter
as that term is defined in the Securities Act of 1933, as amended (the
“Securities Act”), involved in the offer or sale of the securities in respect of
which this prospectus is delivered will be named, and any commissions payable by
us to such agent will be set forth, in the applicable prospectus
supplement.
If an
underwriter is, or underwriters are, utilized in the offer and sale of
securities in respect of which this prospectus and the accompanying prospectus
supplement are delivered, we will execute an underwriting agreement with such
underwriter(s) for the sale to it or them and the name(s) of the underwriter(s)
and the terms of the transaction, including any underwriting discounts and other
items constituting compensation of the underwriters and dealers, if any, will be
set forth in such prospectus supplement, which will be used by the
underwriter(s) to make resales of the securities in respect of which this
prospectus and such prospectus supplement are delivered to the
public. The securities will be acquired by the underwriters for their
own accounts and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If a
dealer is utilized in the sale of the securities in respect of which this
prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public
at varying prices to be determined by such dealer at the time of
resale. The name of the dealer and the terms of the transaction will
be identified in the applicable prospectus supplement.
If an
agent is used in an offering of securities being offered by this prospectus, the
agent will be named, and the terms of the agency will be described, in the
applicable prospectus supplement relating to the offering. Unless
otherwise indicated in the prospectus supplement, an agent will act on a best
efforts basis for the period of its appointment.
If
indicated in the applicable prospectus supplement, we will authorize
underwriters or their other agents to solicit offers by certain institutional
investors to purchase securities from us pursuant to contracts providing for
payment and delivery at a future date. Institutional investors with
which these contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others. In all cases, these purchasers
must be approved by us. The obligations of any purchaser under any of
these contracts will not be subject to any conditions except that (a) the
purchase of the securities must not at the time of delivery be prohibited under
the laws of any jurisdiction to which that purchaser is subject, and (b) if the
securities are also being sold to underwriters, we must have sold to these
underwriters the securities not subject to delayed
delivery. Underwriters and other agents will not have any
responsibility in respect of the validity or performance of these
contracts.
Certain
of the underwriters, dealers or agents utilized by us in any offering hereby may
be customers of, including borrowers from, engage in transactions with, and
perform services for us or one or more of our affiliates in
the
ordinary course of business. Underwriters, dealers, agents and other persons may
be entitled, under agreements which may be entered into with us, to
indemnification against certain civil liabilities, including liabilities under
the
Securities
Act of 1933, as amended.
Until the
distribution of the securities is completed, rules of the SEC may limit the
ability of the underwriters and certain selling group members, if any, to bid
for and purchase the securities. As an exception to these rules, the
representatives of the underwriters, if any, are permitted to engage in certain
transactions that stabilize the price of the securities. Such
transactions may consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the securities.
If
underwriters create a short position in the securities in connection with the
offering thereof (in other words, if they sell more securities than are set
forth on the cover page of the applicable prospectus supplement), the
representatives of such underwriters may reduce that short position by
purchasing securities in the open market. Any such representatives
also may elect to reduce any short position by exercising all or part of any
over-allotment option described in the applicable prospectus
supplement.
Any such
representatives also may impose a penalty bid on certain underwriters and
selling group members. This means that if the representatives purchase
securities in the open market to reduce the underwriters’ short position or to
stabilize the price of the securities, they may reclaim the amount of the
selling concession from the underwriters and selling group members who sold
those shares as part of the offering thereof.
In
general, purchases of a security for the purpose of stabilization or to reduce a
syndicate short position could cause the price of the security to be higher than
it might otherwise be in the absence of such purchases. The imposition of a
penalty bid might have an effect on the price of a security to the extent that
it were to discourage resales of the security by purchasers in the
offering.
Neither
we nor any of the underwriters, if any, makes any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the securities. In addition, neither we nor any
of the underwriters, if any, makes any representation that the representatives
of the underwriters, if any, will engage in such transactions or that such
transactions, once commenced, will not be discontinued without
notice.
The
anticipated date of delivery of the securities offered by this prospectus will
be described in the applicable prospectus supplement relating to the
offering. The securities offered by this prospectus may or may not be
listed on a national securities exchange or a foreign securities exchange. We
cannot give any assurances that there will be a market for any of the securities
offered by this prospectus and any prospectus supplement.
We
estimate that the total expenses we will incur in offering the securities to
which this prospectus relates, excluding underwriting discounts and commissions,
if any, will be approximately $400,000.
ABOUT
THIS PROSPECTUS
This
prospectus describes certain securities of Universal Display Corporation, a
Pennsylvania corporation. We sometimes refer to Universal Display
Corporation, together with its wholly owned subsidiary, UDC, Inc., using the
words “we,” “our” or “us,” or as the “Company.” This prospectus is
part of a registration statement that we filed with the SEC utilizing a “shelf”
registration process, which allows us to offer and sell any combination of the
securities described in this prospectus in one or more
offerings. Using this prospectus, we may offer up to $54,125,524
worth of securities.
This
prospectus contains a general description of the securities we may
offer. We will describe the specific terms of these securities, as
necessary, in supplements that we attach to this prospectus for each
offering. Each supplement will also contain specific information
about the terms of the offering it describes. The supplements may
also add, update or change information contained in this
prospectus. In addition, as we describe below in the section entitled
“Where You Can Find More Information,” we have filed and plan to continue to
file other documents with the SEC that contain information about
us. Before you decide whether to invest in our securities, you should
read this prospectus, the supplement that further describes the offering of
those securities and the information we otherwise file with the
SEC.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended. Therefore, we file reports, proxy statements and other
information with, and furnish other reports to, the SEC. You can read
and copy all of these documents at the SEC’s public reference room located at
100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the SEC’s public reference facilities by calling
the SEC at 1-800-SEC-0330. You can also read and copy all of the
above-referenced documents at the offices of the NASDAQ Global Market, 1735 K
Street N.W., Washington, D.C. 20006. You also may obtain the
documents we file with the SEC from the SEC’s Web site on the Internet that is
located at http://www.sec.gov.
We
“incorporate by reference” in this prospectus the information we file with the
SEC, which means that we can disclose important information to you by referring
you to another document we file with the SEC. The information
incorporated by reference in this prospectus is an important part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference in
this prospectus the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, including filings made (i) after the date of the initial
registration statement and prior to effectiveness of the registration statement
and (ii) after the date of this prospectus but before the end of this
offering. The documents that we are incorporating by reference
are:
|
·
|
Our
Annual Report on Form 10-K for the year ended December 31, 2008, as
amended;
|
|
·
|
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June
30, 2009 and September 30, 2009;
|
|
·
|
Our
Current Reports on Form 8-K filed with the SEC on January 22, 2009, March
17, 2009 and August 12, 2009; and
|
|
·
|
The
description of our common stock that is contained in our Registration
Statement on Form 8-A filed with the SEC on August 6,
1996.
|
You
should read the information relating to us in this prospectus, together with the
information in the documents incorporated by reference in this
prospectus.
Any
statement contained in a document incorporated by reference in this prospectus,
unless otherwise indicated in that document, speaks as of the date of the
document. Statements contained in this prospectus may modify or
replace statements contained in the documents incorporated by
reference. In addition, some of the statements contained in one or
more of the documents incorporated by reference may be modified or replaced by
statements contained in a document incorporated by reference that is filed
thereafter.
You may
request a copy of any or all of these filings, at no cost, by writing or
telephoning us at Universal Display Corporation, 375 Phillips Boulevard, Ewing,
New Jersey 08618, Attention: Corporate Secretary, Telephone: (609) 671-0980.
LEGAL
OPINION
Morgan,
Lewis & Bockius LLP, Philadelphia, Pennsylvania, will pass on the validity
of the securities that may be offered by the prospectus.
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 and in the
registration statement 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.
|
$54,125,524
UNIVERSAL
DISPLAY CORPORATION
Common
Stock
Preferred
Stock
Warrants
Depositary
Shares
_______________
PROSPECTUS
_______________
__________,
2009
|
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other
Expenses of Issuance and Distribution
The
estimated expenses payable by the registrant in connection with the issuance and
distribution of the securities being registered are as follows:
|
SEC
registration fee
|
|
$ |
3,565 |
|
|
Printing
and engraving fees
|
|
|
100,000 |
|
|
Legal
fees
|
|
|
200,000 |
|
|
Accounting
fees
|
|
|
50,000 |
|
|
Miscellaneous
|
|
|
46,435 |
|
|
Total
|
|
$ |
400,000 |
|
Item
15. 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.
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
16. Exhibits
The exhibits filed as part of this
registration statement are as follows:
Exhibit
Number Description
|
|
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).
|
Item
17. 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. Notwithstanding the foregoing, any increase or decrease in
the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective 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), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if
the registration statement is on Form S-3 (§239.13 of this chapter) or Form F-3
(§239.33 of this chapter) and 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, or is
contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b) of
this chapter) that is part of the registration statement.
|
|
(2)
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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.
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(3)
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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.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
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(i) If
the registrant is relying on Rule 430B:
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(A)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
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(B)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is a part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is a part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date;
or
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(ii)
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If
the registration is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statement relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first
use.
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(5)
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That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
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The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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(b)
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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
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therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide
offering thereof.
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(c)
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That,
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-3 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 November 10, 2009.
UNIVERSAL
DISPLAY CORPORATION
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By: /s/ Sidney D. Rosenblatt
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Sidney D.
Rosenblatt
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Executive Vice President,
Chief Financial
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Officer, Treasurer,
Secretary and Director
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Each person in so signing also makes,
constitutes and appoints Steven V. Abramson and Sidney D. Rosenblatt, and each
of them acting alone, his or her true and lawful attorney-in-fact, with full
power of substitution, to execute and cause to be filed with the Securities and
Exchange Commission pursuant to the requirements of the Securities Act of 1933,
as amended, any and all amendments and post-effective amendments to this
registration statement, and including any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, with exhibits thereto and other documents in connection
therewith, and hereby ratifies and confirms all that said attorney-in-fact or
his or her substitute or substitutes may do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/
Sherwin I. Seligsohn
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Founder
and Chairman of the Board of
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November
10, 2009
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Sherwin
I. Seligsohn
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Directors
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/s/
Steven V. Abramson
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President,
Chief Executive Officer and Director
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November
10, 2009
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Steven
V. Abramson
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(principal
executive officer)
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/s/
Sidney D. Rosenblatt
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Executive
Vice President, Chief Financial
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November
10, 2009
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Sidney
D. Rosenblatt
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Officer,
Treasurer, Secretary and Director
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(principal
financial and accounting officer)
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/s/
Leonard Becker
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Director
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November
10, 2009
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Leonard
Becker
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/s/
Elizabeth H. Gemmill
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Director
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November
10, 2009
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Elizabeth
H. Gemmill
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/s/
C. Keith
Hartley
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Director
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November
10, 2009
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C.
Keith Hartley
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/s/
Lawrence
Lacerte
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Director
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November
10, 2009
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Lawrence
Lacerte
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