UNIVERSAL DISPLAY CORP \PA\
8-A12B, 1996-08-06
COMPUTER TERMINALS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



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



              PENNSYLVANIA                               23-2372688
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)
                                            
      3 BALA EAST PLAZA SUITE 104           
       BALA CYNWYD, PENNSYLVANIA                           19004
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)                 (Zip Code)             



        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



         Title of each class                      Name of each exchange on which
         to be so registered                      each class is to be registered
         -------------------                      ------------------------------

Common Stock, par value $.01 per share             Philadelphia Stock Exchange
Redeemable Warrants to purchase shares
           of Common Stock           
- --------------------------------------


        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None
                                (Title of class)
<PAGE>   2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The Registrant sold 1,495,000 shares of Common Stock, par value $.01
per share (the "Common Stock") (including 195,000 shares of Common Stock
purchasable by the Underwriter to cover over-allotments), and Redeemable
Warrants to purchase up to 1,495,000 shares of Common Stock (the "Redeemable
Warrants") (including 195,000 Redeemable Warrants purchasable by the Underwriter
to cover over-allotments) in an initial public offering pursuant to a
registration statement on Form SB-2, which became effective on April 10, 1996,
File No. 33-80703, (as so amended, the "Registration Statement"). A description
of the Common Stock and Redeemable Warrants was included in the Prospectus filed
by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933. Such
Prospectus is hereby deemed to be incorporated by reference into this
registration statement in accordance with the Instruction to Item 1 of this
Form.

ITEM 2. EXHIBITS.

         The following exhibits are incorporated herein by reference to the
Company's Registration Statement referred to in Item 1 above:

         1.       Articles of Incorporation of the Company. (Exhibit 3.1 to the
                  Registration Statement).

         2.       Bylaws (Exhibit 3.2 to the Registration Statement).

         3.       Specimen stock certificate representing the Common Stock
                  (Exhibit 4.1 to the Registration Statement).

         4.       Specimen warrant certificate representing the Redeemable
                  Warrants (Exhibit 4.2 to the Registration Statement.

         5.       Form of Public Warrant Agreement (Exhibit 4.3 to the
                  Registration Statement).
<PAGE>   3
                                    SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

          Date:  August 6, 1996              UNIVERSAL DISPLAY CORPORATION


                                             By:  /s/ STEVEN V. ABRAMSON
                                                 -------------------------
                                             Name:   Steven V. Abramson
                                             Title:  President


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