form424b3.htm
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-157926
PROSPECTUS
12,015
Shares
UNIVERSAL
DISPLAY CORPORATION
Common
Stock
The
shareholder of Universal Display Corporation identified in this prospectus under
“Selling Shareholder,” or its donees, pledgees or other transferees, is offering
up to 12,015 shares of our common stock for resale to the public. The selling
shareholder intends to sell, from time to time, the shares of common stock that
it currently owns.
We will
not receive any proceeds from the resale of shares of our common stock by the
selling shareholder. We are paying the expenses of this offering.
The
primary market for our common stock is the NASDAQ Global Market, where it trades
under the symbol “PANL.” On March 12, 2009, the last reported sale
price of our common stock on the NASDAQ Global Market was $6.57 per
share.
An
investment in our common stock involves significant risks. You should carefully
consider the risk factors described on page 5 before investing in our common
stock.
The
securities 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 May 1, 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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Selling
Shareholder
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6
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Plan
of
Distribution
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7
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About
this
Prospectus
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8
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Where
You Can Find More
Information
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8
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Legal
Opinion
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8
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Experts
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8
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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.” 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 940 patents issued and pending worldwide.
In 2008,
we continued selling our proprietary OLED materials to customers for evaluation
and use in commercial OLED products. A substantial portion of our
OLED material sales in 2008 were to Samsung SDI Co., Ltd. of South Korea, whose
OLED business was transferred to Samsung Mobile Display Co., Ltd. (Samsung SMD)
in September 2008. We also sold commercial OLED chemicals in 2008 to
Chi Mei EL Corporation of Taiwan and Tohoku Pioneer Corporation of Japan, and in
November 2008 we renewed our commercial supply agreement with LG Display Co.,
Ltd. of South Korea.
We
received royalties under our patent license agreement with Samsung SMD on
account of its sales of active matrix OLED display products throughout
2008. In August 2008, we entered into our first patent license
agreement for OLED lighting products with Konica Minolta Holdings, Inc. and its
subsidiary. We also entered into license and material supply
agreements with Kyocera Corporation in July 2008, although we are waiting for
Kyocera to notify us that these agreements are to become
effective. 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, including Sony Corporation and Seiko Epson
Corporation.
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 website
is located at www.universaldisplay.com. The information contained on
our website is not a part of this prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before
purchasing our common stock, 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. You should not purchase our securities if you cannot afford
the loss of your entire investment.
THE
OFFERING
All
12,015 shares of our common stock being offered hereunder are being offered by
Motorola, Inc. We issued these shares to Motorola on March 2, 2009,
under the terms of a License Agreement we entered into with Motorola in
September 2000. Under that agreement, Motorola granted us perpetual
license rights to what are now 74 issued U.S. patents relating to Motorola’s
OLED technologies, together with numerous foreign counterparts in various
countries.
We are
required under the License Agreement to pay Motorola annual royalties on gross
revenues received by us on account of our sales of OLED products or components,
or from our OLED technology licensees, whether or not these revenues relate
specifically to inventions claimed in the patent rights licensed from Motorola.
We have the option to pay these royalties to Motorola in either all cash or 50%
cash and 50% shares of our common stock. The royalty payment is due
to Motorola within 90 days following the end of the calendar year to which the
payment applies.
The
royalty due to Motorola for the year ended December 31, 2008 was $163,916. We
satisfied this royalty obligation by issuing 12,015 shares of our common stock
to Motorola on March 2, 2009, and by paying Motorola $81,962 in cash on March 5,
2009. The number of shares of common stock used to pay the stock portion of
the royalty was equal to approximately 50% of the total royalty due divided by
the average daily closing price per share of our common stock on the NASDAQ
Global Market over the 10 trading days ended two business days prior to the date
of payment.
In
connection with our execution of the License Agreement, in 2000 we issued to
Motorola 200,000 shares of our common stock, 300,000 shares of our Series B
Convertible Preferred Stock, and seven-year warrants to purchase an additional
150,000 shares of our common stock at an exercise price of $21.60 per share.
These warrants became exercisable on September 29, 2001, and expired unexercised
on September 29, 2007. On October 6, 2004, all 300,000 shares of the Series B
Convertible Preferred Stock were converted into 418,916 shares of our common
stock, and Motorola has since sold all of these shares.
Motorola
may sell the shares of common stock being offered hereunder in a secondary or
“resale” offering. Under the terms of our License Agreement with
Motorola, we are contractually required to register these shares.
USE
OF PROCEEDS
Motorola
will receive the proceeds from the resale of the shares of common
stock. We will not receive any proceeds from the resale of the shares
of common stock by Motorola.
SELLING
SHAREHOLDER
The
following table sets forth information regarding the beneficial ownership of
shares of common stock by Motorola as of March 9, 2009, and the number of
shares of common stock covered by this prospectus.
Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities.
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Name
of
Selling Shareholder
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Number
of
Shares
Beneficially
Owned
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Maximum
Number
of
Shares
Being
Offered
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Beneficial
Ownership
After Resale of Shares
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Number
of Shares(1)
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Percent(2)
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Motorola,
Inc.(3)
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12,015
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12,015
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- 0
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0%
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(1)
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Assumes
the sale of all shares being offered by this
prospectus.
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(2)
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The
percentage ownership for Motorola is based on 36,308,821 shares of our
common stock outstanding as of March 9, 2009. In accordance
with SEC rules, options to purchase shares of common stock that are
exercisable as of March 9, 2009, or will become exercisable within 60 days
thereafter, are deemed to be outstanding and beneficially owned by the
person holding such options for the purpose of computing such person’s
percentage ownership, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other
person.
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(3)
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Motorola
is a reporting company under Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended. As such, we are omitting
information regarding the natural persons who exercise voting and
dispositive power with respect to these
shares.
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PLAN
OF DISTRIBUTION
The
selling shareholder, including any donees, pledgees or other transferees who
receive shares from the selling shareholder, may, from time to time, sell all or
a portion of the shares of common stock on any market upon which the common
stock may be quoted, in privately negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such market prices or at negotiated prices. The selling
shareholder may sell the shares of common stock by various methods, including
one or more of the following:
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block
trades in which the broker or dealer so engaged by the selling shareholder
will attempt to sell the shares of common stock as agent, but may purchase
and resell a portion of the block as principal to facilitate the
transaction;
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purchases
by the broker or dealer as principal and resale by the broker or dealer
for its account pursuant to this
prospectus;
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an
exchange distribution in accordance with the rules of the
exchange;
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ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
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negotiated
transactions or otherwise, including an underwritten
offering;
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market
sales (both long and short to the extent permitted under the federal
securities laws);
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in
connection with short sales of the shares of common
stock;
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in
connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options, if permitted under the
securities laws; and
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a
combination of any of these methods of
sale.
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In
effecting sales, brokers and dealers engaged by the selling shareholder may
arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling shareholder or, if
any such broker-dealer acts as agent for the purchaser of such shares, from such
purchaser, in amounts to be negotiated. These commissions or
discounts may exceed those customary in the types of transactions
involved. Broker-dealers may agree with the selling shareholder to
sell a specified number of shares of common stock at a stipulated price per
share, and, to the extent such broker-dealer is unable to do so acting as agent
for the selling shareholder, to purchase as principal any unsold shares of
common stock at the price required to fulfill the broker dealer commitment to
the selling shareholder. Broker-dealers who acquire shares of common
stock as principal may thereafter resell such shares of common stock from time
to time in transactions (which may involve block transactions and sales to and
through other broker-dealers, including transactions of the nature described
above) at prices and on terms then prevailing at the time of sale, at prices
then related to then-current market price or in negotiated
transactions. In connection with such resales, broker-dealers may pay
to or receive from the purchasers of shares of common stock commissions as
described above. The selling shareholder may also sell the shares of
common stock in accordance with Rule 144 under the Securities Act of 1933, as
amended, rather than pursuant to this prospectus.
The
selling shareholder and any other person selling shares of common stock pursuant
to this registration statement will be subject to the Securities Exchange Act of
1934, as amended. The Securities Exchange Act of 1934 rules include, without
limitation, Regulation M, which may limit the timing of purchases and sales of
the shares of common stock by the selling shareholder. In addition,
Regulation M may restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect
to the shares of common stock being distributed for a period of up to five
business days prior to the commencement of the distribution. This may affect the
marketability of the shares of common stock and the ability of the selling
shareholder and any other person or entity selling shares of common stock
pursuant to this registration statement to engage in market-making activities
with respect to the shares of common stock.
The
selling shareholder and any broker-dealers or agents that participate with the
selling shareholder in sales of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act of 1933, as amended, in
connection with those sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of the shares of
common stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933, as amended.
From time
to time, the selling shareholder may pledge its shares of common stock pursuant
to the margin provisions of its customer agreements with its
brokers. Upon default by the selling shareholder, the broker may
offer and sell such pledged shares of common stock from time to
time. Upon a sale of the shares of common stock, the selling
shareholder intends to comply with the prospectus delivery requirements under
the Securities Act of 1933, as amended, by delivering a prospectus to each
purchaser in the transaction. We intend to file any amendments or
other necessary documents in compliance with the Securities Act of 1933, as
amended, that may be required in the event the selling shareholder defaults
under any customer agreement with a broker.
We are
required to pay all fees and expenses incident to the registration of the shares
of common stock. We have agreed to indemnify the selling shareholder
and related parties against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act of 1933, as
amended. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares by the selling shareholder will be borne by
the selling shareholder. The selling shareholder may agree to
indemnify brokers, dealers or agents that
participate
in sales by the selling shareholder against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act of 1933, as
amended.
ABOUT
THIS PROSPECTUS
You
should only rely on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of common stock.
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 facilities in
Washington, D.C., New York, New York and Chicago, Illinois. 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:
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Our
Annual Report on Form 10-K for the year ended December 31,
2008;
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Our
Current Report on Form 8-K filed with the SEC on January 22, 2009;
and
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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.
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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 shares of common stock 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 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.
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12,015
Shares
UNIVERSAL
DISPLAY CORPORATION
Common
Stock
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PROSPECTUS
_______________
May
1, 2009
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