<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commision File No. 0-28146
UNIVERSAL DISPLAY CORPORATION
(Exact name of small business issuer as specified in its charter)
PENNSYLVANIA 23-2372688
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1221 CENTENNIAL ROAD
PENN VALLEY, PA 19072
(Address of principal executive offices) (Zip Code)
(215)-229-4435
(Issuer's telephone number,including area code)
ENZYMATICS, INC., 500 ENTERPRISE RD., HORSHAM, PA 19044-3504
(Former name, former address and former fiscal year if
changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the
past 90 days.
X 1
Yes_______ No _______
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes_______ No_______
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 1996, the registrant
had outstanding 7,637,268 shares of common stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one):
Yes_______ No_______
1 - The issuer became subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, on April 11, 1996.
<PAGE> 2
<TABLE>
<CAPTION>
INDEX PAGE
----- ----
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - Pro forma March 31,1996, March
31,1996 and December 31, 1995 3
Consolidated Statements of Operations - Three months ended
March 31, 1996 and 1995, and inception to date 4
Consolidated Statements of Cash Flows - Three months ended
March 31, 1996 and 1995, and inception to date 5
Notes to Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Part II. - Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securitites 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K. 10 - 11
</TABLE>
<PAGE> 3
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIVERSAL DISPLAY CORPORATION AND SUBSIDARY
(a development-stage company)
CONSOLIDATED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
Pro forma
March 31, March 31, December 31,
ASSETS 1996 (Note 2) 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash (see note 2) $ 4,907,181 $ 11,120 $ 40
Deferred offering costs -- 218,525 --
----------- ----------- -----------
Total current assets 4,907,181 229,645 40
----------- ----------- -----------
EQUIPMENT, net of accumulated depreciation
of $1,543 and $1,209 4,630 4,630 5,144
----------- ----------- -----------
Total assets $ 4,911,811 $ 234,275 $ 5,184
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 326,383 $ 755,565 $ 483,700
Payable to Princeton University under 1994
Sponsored Research Agreement (see note 3) -- 183,000 --
Payable to related parties -- 216,210 105,476
----------- ----------- -----------
Total current liabilities 326,383 1,154,775 589,176
----------- ----------- -----------
SHAREHOLDERS' DEFICIT:
Preferred Stock, par value $.01 per share, 5,000,000
shares authorized, 200,000 shares designated
Series A Nonconvertible Preferred Stock, par value
$.01 per share, 200,000 shares issued
and outstanding (liquidation value of $7.50 per share
or $1,500,000) 2,000 2,000 2,000
Common Stock, par value $.01 per share, 25,000,000
shares authorized, 7,637,268 shares issued
and outstanding (see note 2) 89,373 76,373 76,373
Additional paid-in capital 7,914,345 2,421,417 2,421,417
Deficit accumulated during development-stage (3,420,290) (3,420,290) (3,083,782)
----------- ----------- -----------
Total shareholders' deficit 4,585,428 (920,500) (583,992)
----------- ----------- -----------
Total liabilities and shareholders' deficit $ 4,911,811 $ 234,275 $ 5,184
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
UNIVERSAL DISPLAY CORPORATION AND SUBSIDARY
(A DEVELOPMENT-STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Period
Three Months Ended From Inception
March 31, (June 17,1994) to
------------------------------
1996 1995 March 31, 1996
----------- ----------- --------------
<S> <C> <C> <C>
OPERATING EXPENSES:
Research and development (see note 3) $ 183,000 $ -- $ 2,256,739
General and administrative 153,508 140,007 1,163,551
----------- ----------- -----------
NET LOSS $ (336,508) $ (140,007) $(3,420,290)
=========== =========== ===========
NET LOSS PER COMMON SHARE $ (0.04) $ (0.02)
=========== ===========
SHARES USED IN COMPUTING NET
LOSS PER COMMON SHARE 8,145,806 8,145,806
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
UNIVERSAL DISPLAY CORPORATION AND SUBSIDARY
(A DEVELOPMENT-STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Period From
March 31, Inception (June 17,1994)
1996 1995 to March 31, 1996
----------- ----------- -----------------
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net Loss $ (336,508) $ (140,007) $(3,420,290)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities-
Depreciation 514 -- 1,543
Issuance of Common Stock options -- -- 9,950
Acquired in-process technology -- -- 350,000
Changes in current assets and liabilities:
(Increase) in-
Deferred offering costs (218,525) -- (218,525)
Increase in-
Accounts payable and accrued expenses 271,865 124,358 711,405
Payable to Princeton University under 1994
Sponsored Research Agreement 183,000 -- 183,000
Payable to related parties 110,734 16,303 466,210
----------- ----------- -----------
Net cash provided by (used in) operating activities 11,080 654 (1,916,707)
----------- ----------- -----------
INVESTING ACTIVITIES:
Purchase of equipment -- -- (6,173)
----------- ----------- -----------
Net cash used in investing activities -- -- (6,173)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock,
net of issuance expenses -- -- 1,934,000
----------- ----------- -----------
Net cash provided by financing activities -- -- 1,934,000
----------- ----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 11,080 654 11,120
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 40 -- --
=========== =========== ===========
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,120 $ 654 $ 11,120
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
(a development-stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. - BACKGROUND
Universal Display Corporation (the "Company"), a development-stage company, was
organized to fund the research and development of organic light emitting diode
("OLED") technology for potential commercial applications in full color, flat
panel, emissive light displays. The Company intends to enter into licensing
arrangements and other strategic alliances for the manufacture and marketing of
flat panel displays utilizing the OLED technology.
The Company, formerly known as Enzymatics, Inc. ("Enzymatics"), was incorporated
under the laws of the Commonwealth of Pennsylvania on April 24, 1985 and
commenced its current business activities on August 1, 1994. The New Jersey
corporation formerly known as Universal Display Corporation ("UDC") was
incorporated under the laws of the State of New Jersey on June 17, 1994.
On June 22, 1995, a wholly-owned subsidiary of the Company consummated
an Agreement and Plan of Reorganization with UDC (the "Merger"). At the time
of the Merger, UDC was engaged in the business which is currently being
conducted by the Company. Prior to the Merger, the Company was known as
Enzymatics, an inactive Pennsylvania corporation, and was engaged in a
business separate from and unrelated to that of UDC.
The Merger was treated, for accounting purposes, as a recapitalization of UDC
whereby UDC issued 523,268 shares of Common Stock to the Enzymatics shareholders
and assumed Enzymatics shareholders deficit of $184,160. The assets and
liabilities of both companies have been recorded at their historical book values
in these financial statements. The assets of Enzymatics consisted of cash and
its liabilities consisted of payables related to the Merger and other
professional fees.
UDC was the surviving corporation in the Merger, changed its name to UDC, Inc.
and, as a result of the Merger, became a wholly-owned subsidiary of Enzymatics.
At the effective time of the Merger, Enzymatics changed its name to Universal
Display Corporation.
Research and development of the OLED technology is being conducted at the
Advanced Technology Center for Photonics and Optoelectronic Materials at
Princeton University and at the University of Southern California ("USC") (on a
subcontract basis with Princeton University), pursuant to a Sponsored Research
Agreement dated August 1, 1994, as amended (the "1994 Sponsored Research
Agreement"), originally between the Trustees of Princeton University ("Princeton
University") and American Biomimetics Corporation ("ABC"), a privately held
Pennsylvania corporation and affiliate of the Company. The 1994 Sponsored
Research Agreement, assigned to the Company by ABC in November 1995, expires on
July 31, 1997. Pursuant to a license agreement dated August 1, 1994 (the "1994
License Agreement") between Princeton University and ABC, assigned to the
Company by ABC in June 1995, the Company has a worldwide exclusive license to
manufacture and market products based on Princeton University's pending patent
application relating to the OLED technology and the right to obtain a similar
license to inventions conceived or discovered under the 1994 Sponsored Research
Agreement. Sherwin I. Seligsohn, Chairman, President and Chief Executive Officer
of the Company, holds similar positions in ABC, a company which is controlled by
members of his family.
The Company is a development-stage entity with no significant operating
activity to date. Expenses incurred have primarily been in connection with
research and development funding, business planning, obtaining financing and
administrative activities. The developmental nature of the activities is such
that significant inherent risks exist in the Company's operations. To the
extent that Princeton University's research efforts do not result in the
development of commercially viable applications for the OLED technology, the
Company will not have any meaningful operations. Even if a product
incorporating the OLED technology is developed and introduced into the
marketplace, additional time and funding may be necessary before significant
revenues are realized. In addition, if a commercial sale is not made in the
required time period, as defined, Princeton University may terminate the 1994
Sponsored Research and License Agreements. Completion of the commercialization
of the Company's technology will require funds substantially greater than the
proceeds of the April 11, 1996 public offering. There is no assurance that
such financing will be available to the Company when needed, on commercially
reasonable terms or at all. Also, while the Company funds the OLED technology
research, the scope of and technical aspects of the research and the resources
and efforts directed to such research is subject to the control of Princeton
University and the principal investigators. Accordingly, the Company's success
is dependent on the efforts of Princeton University and the principal
investigators. The 1994 Sponsored Research Agreement provides that if certain
of the principal investigators are unavailable to continue to serve as
a principal investigator, because such person is no longer associated with
Princeton University or USC or otherwise, and a successor acceptable to both
the Company and Princeton University is not available, the 1994 Sponsored
Research Agreement will terminate. Further, the 1994 Sponsored Research
Agreement expires in July 1997.
6
<PAGE> 7
NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY FINANCIAL INFORMATION AND RESULTS OF OPERATIONS
In the opinion of the Company, the accompanying unaudited Consolidated Financial
Statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
1996, the results of operations for the three months ended March 31, 1996 and
1995, and the cash flows for the three months ended March 31, 1996 and 1995.
INTERIM FINANCIAL INFORMATION
While the Company believes that the disclosures presented are adequate to make
the information not misleading, these Consolidated Financial Statements should
be read in conjunction with the Consolidated Financial Statements and the notes
in the Company's latest year end financial statements, which were included in a
registration statement filed on Form SB-2.
PRO FORMA MARCH 31,1996 BALANCE SHEET
On April 11, 1996, the Company consummated a public offering of 1,300,000 shares
of common stock at a price of $5.00 per share and redeemable warrants to
purchase 1,495,000 shares of common stock at $3.50 per share, at a price of $.10
per warrant. The Company received net cash proceeds of $5,282,665 from the
public offering. The pro forma March 31, 1996 balance sheet reflects the
application of net proceeds of the public offering as if it had occurred as of
March 31,1996. In addition, the pro forma March 31, 1996 balance sheet reflects
(i) the required February 1, 1996 payment of $183,000 due to Princeton
University under the 1994 Sponsored Research Agreement (see Note 3) and (ii)
the payment of all liabilities payable to related parties which were
outstanding as of March 31, 1996 in the amount of $216,210.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Universal Display
Corporation and its wholly-owned subsidiary, UDC, Inc. All significant
intercompany transactions and accounts have been eliminated.
MANAGEMENT'S USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
STATEMENTS OF CASH FLOWS
For purposes of the Consolidated Statements of Cash Flows, the Company considers
all highly liquid debt instruments consisting of money market accounts with
original maturities of six months or less to be cash equivalents.
EQUIPMENT
Equipment is stated at cost and depreciated on a straight-line basis over 3
years.
NET LOSS PER COMMON SHARE
Net loss per Common share was calculated by dividing the net loss by the
weighted average number of Common shares outstanding for the respective periods.
Pursuant to the requirements of the Securities and Exchange Commission, Common
stock issued by the Company during the twelve months immediately preceding the
initial public offering has been included in the calculation of shares used in
computing net
7
<PAGE> 8
loss per Common share as if they were outstanding for all periods presented. In
addition, options and warrants to purchase Common stock issued by the Company
during the twelve months immediately preceding the public offering have been
included in the calculation of shares used in computing net loss per Common
share as if they were outstanding for all periods presented (using the treasury
stock method and an initial offering price of $5.00 per share).
RESEARCH AND DEVELOPMENT
Expenditures for research and development expense are charged to operations as
incurred.
NOTE 3. - SPONSORED RESEARCH AGREEMENT WITH PRINCETON UNIVERSITY
On August 1,1994, ABC entered into the 1994 Sponsored Research Agreement with
Princeton University which was transferred to the Company in 1995, to fund and
develop the OLED technology over a three-year period. Research is also being
performed at USC on a subcontract basis with Princeton University. The Company
has an exclusive worldwide license to manufacture and market products based on
Princeton University's pending patent application relating to the OLED tech-
nology and the right to obtain a similar license to inventions conceived or dis-
covered under the 1994 Sponsored Research Agreement. The Company is required to
pay Princeton University a royalty in the amount of 3% of the Company's net
sales of products utilizing the OLED technology. In certain circumstances where
the Company sublicenses the OLED technology (except to affiliates), the Company
must pay Princeton University one-half of all amounts received by the Company.
These royalty rates are subject to upward adjustments under certain conditions.
In connection with the 1994 Sponsored Research Agreement, the Company is
obligated to make certain payments to Princeton University. The minimum payments
under this agreement as of March 31,1996 are as follows:
<TABLE>
<S> <C>
February 1, 1996 .......... $ 183,000
May 1, 1996 ............. 182,513
August 1, 1996 .......... 173,687
November 1, 1996 ........ 173,687
February 1, 1997 ........ 173,687
May 1, 1997 ............. 173,687
----------
$1,060,261
</TABLE>
On February 2,1996, the Company received a deferral from Princeton University of
the February 1,1996 required payment until the contemplated public offering was
completed or March 30, 1996, whichever was earlier. On March 20, 1996, the
deferral from Princeton University was amended to state that the payment was due
immediately upon consummation of the contemplated public offering. On April 11,
1996, the Company consummated its public offering and the February 1, 1996
payment of $183,000 was made to Princeton University.
8
<PAGE> 9
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Since inception, the Company has been engaged, and for the foreseeable future
expects to continue to be engaged, exclusively in funding research and
development activities related to the OLED technology. To date, the Company has
not generated any revenues and does not expect to generate any meaningful
revenues for the foreseeable future and until such time, if ever, as it
successfully demonstrates that the OLED technology is feasible or commercially
viable for one or more flat panel display applications. The Company has incurred
significant losses since its inception, resulting in an accumulated deficit of
$3,388,621 at March 31,1996. The rate of loss is expected to increase as the
Company's activities increase and losses are expected to continue for the
foreseeable future and until such time, if ever, as the Company is able to
achieve sufficient levels of revenue from the commercial exploitation of the
OLED technology to support its operations.
The Company's commercialization strategy will be to seek to exploit the OLED
technology initially for use in multi-color, small area, low information content
displays, such as alpha-numeric displays for use in cellular telephones, other
consumer electronic products and appliances and indicator lights for instrument
panels. The Company ultimately intends to seek to license the OLED technology
for application in full color, large area, high resolution, high information
content displays, such as portable and desktop computer monitors and
televisions. If the OLED technology is successfully developed and the Company
determines that the OLED technology has commercially viable applications, of
which there can be no assurance, the Company will seek to enter into licensing
arrangements and other strategic alliances for the manufacture and marketing of
flat panel displays utilizing the OLED technology.
RESULTS OF OPERATIONS / LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1996, the Company had cash of $11,120 compared to $40 at
December 31, 1995. On April 11,1996, the Company completed a public offering of
1,300,000 shares of common stock at a price of $5.00 per share and reedemable
warrants to purchase 1,495,000 shares of common stock at $3.50 per share, at a
price of $.10 per warrant. The Company received net cash proceeds of $5,282,665
from the public offering and, therefore, pro forma, the Company had cash of
$4,907,181 at March 31,1996. See Note 2 to the Consolidated Financial
Statements. Net working capital increased to $4,580,798 pro forma at March 31,
1996 from $(589,136) at December 31, 1995, as a result of the April 11, 1996
public offering.
The Company anticipates, based on management's internal forecasts and
assumptions relating to its operations (including assumptions regarding the
progress of research and development, the availability and amount of other
sources of funding available to Princeton University for research relating to
the OLED technology and the timing and costs associated with the preparation,
filing and prosecution of patent applications and the enforcement of
intellectual property rights), that the proceeds of April 11, 1996 offering
will be sufficient to satisfy the Company's contemplated cash requirements for
approximately twelve months from April 11, 1996.
QUARTER ENDED MARCH 31,1996 COMPARED TO QUARTER ENDING MARCH 31, 1995
The Company had a net loss of $336,508 for the period ending March 31, 1996
compared to a loss of $140,007 for the quarter ending March 31,1995. The loss is
attributed to research and development expenses associated with the development
of OLED technology and the 1994 Sponsored Research Agreement with Princeton
University and general and administrative expenses. The loss for the quarter
ending March 31, 1995 was due to general and administrative expenses associated
with financing activities.
9
<PAGE> 10
PART II. - OTHER INFORMATION
- ------------------------------
ITEM 1. LEGAL PROCEEDINGS
None to report.
ITEM 2. CHANGES IN SECURITIES
None to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None to report.
ITEM 5. OTHER INFORMATION
On April 11, 1996, the Company consummated a public offering of 1,300,000 shares
of common stock at a price of $5.00 per share and redeemable warrants to
purchase 1,495,000 shares of common stock at $3.50 per share, at a price of $.10
per warrant. The Company received net cash proceeds of $5,282,665 from the
public offering.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
Exhibit
Number Description
*10.1 License Agreement dated August 1,1994 between The Trustees of
Princeton University and American Biomimetics Corporation.
*10.2 Amendment to License Agreement (August 1, 1994) dated April
11, 1995 between the Trustees of Princeton University and
American Biomimetics Corporation.
*10.3 Sponsored Research Agreement dated August 1, 1994 between the
Trustees of Princeton University and American Biomimetics
Corporation.
*10.4 Letter Amendment dated May 5, 1995, between the Trustees of
Princeton University and American Biomimetics Corporation.
*10.5 Amendment to Sponsored Research Agreement dated (August 1,
1994) dated April 18, 1995 between the Trustees of Princeton
University and American Biomimetics Corporation.
*10.6 Technology Transfer Agreement dated June 22,1995 between
American Biomimetics Corporation and Universal Display
Corporation.
*10.7 Assignment and Assumption of License dated June 22,1995
between American Biomimetics and Universal Display
Corporation.
10
<PAGE> 11
*10.8 Sublicense Agreement and Option dated June 22, 1995 between
American Biomimetics and Universal Display Corporation.
*10.9 Assignment and Assumption of Agreement between the Trustees of
Princeton University and the University of Southern
California.
*10.10 Subcontract No. 341-4014-1 dated August 16, 1995 between the
Trustees of Princeton University and the University of
Southern California.
*10.11 Assignment of 1994 Sponsored Research Agreement dated November
1, 1995 between American Biomimetics Corporation and Universal
Display Corporation.
*10.12 Stock Option Agreement dated as of June 23, 1995 between
Universal Display Corporation and Thomas D. Hayes III.
*10.13 Stock Option Agreement dated as of June 23, 1995 between
Universal Display Corporation and Harvey Nachman.
*10.14 Resgistration Rights Agreement dated as of June 23, 1995
between Universal Display Corporation and Thomas D. Hayes III.
*10.15 Resgistration Rights Agreement dated as of June 23, 1995
between Universal Display Corporation and Harvey Nachman.
*10.16 Form of Resgistration Rights Agreement between Universal
Display Corporation and Certain Subscribers to Purchase Common
Stock of Universal Display Corporation.
*10.17 Stock Option Agreement dated as of June 23, 1995 between
Universal Display Corporation and Sidney D. Rosenblatt.
*10.18 1992 Stock Option Plan.
*10.19 Form of 1995 Stock Option Plan.
*10.20 Employment Agreement dated as of November 1, 1995 between
Universal Display Corporation and Sherwin I. Seligsohn.
*10.21 Services Agreement dated as of December 1, 1995 between
Universal Display Corporation and Dean L. Ledger.
* Incorporated herein by reference to the Company's Registration
Statement on Form SB-2 (Resgistration No. 33-80703).
11 Net loss per common share calculation
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K:
None to report.
11
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL DISPLAY CORPORATION
/s/ Sidney D. Rosenblatt
Date: May 28, 1996 ________________________________
Sidney D. Rosenblatt
(Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary)
12
<PAGE> 13
EXHIBIT INDEX
Exhibit Seqential
Number Description Page No.
- ------- ----------- ---------
11 Net loss per common share calculation
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
UNIVERSAL DISPLAY CORPORATION
NET LOSS PER COMMON SHARE CALCULATION (A)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1996 1995
---- ----
<S> <C> <C>
Net loss per common share:
Net Loss ................................. $(336,508) $(140,007)
---------- ----------
---------- ----------
Weighted average number of shares
outstanding ............................ $6,847,035 6,000,000
Incremental number of shares related
to Common Stock issuances within
twelve months of the initial public
offering ............................... 790,233 1,637,268
Incremental number of shares related to
Common Stock options and warrants
granted within twelve months of the
initial public offering ................ 508,538 508,538
-------- --------
Adjusted weighted average number of
shares outstanding ..................... 8,145,806 8,145,806
--------- ---------
--------- ---------
Net loss per common share ................ $ (0.04) $ (0.02)
---------- ----------
---------- ----------
(A) Net loss per Common share was calculated by dividing the net loss by the
weighted average number of Common shares outstanding for the respective
periods. Pursuant to the requirements of the Securities and Exchange
Commission, Common stock issued by the Company during the twelve months
immediately preceding the initial public offering has been included in the
calculation of shares used in computing net loss per Common share as if
they were outstanding for all periods presented. In addition, options and
warrants to purchase Common stock issued by the Company during the twelve
months immediately preceding the public offering have been included in the
calculation of shares used in computing net loss per Common share as if
they were outstanding for all periods presented (using the treasury stock
method and an initial public offering price of $5.00 per share.)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE INFORMATION SET FORTH IN THIS SCHEDULE REFLECTS THE APPLICATION OF
$5,282,665 IN NET PROCEEDS RECEIVED BY THE COMPANY PURSUANT TO A PUBLIC
OFFERING OF 1,300,000 SHARES OF COMMON STOCK AND REDEEMABLE WARRANTS TO
PURCHASE 1,495,000 SHARES OF COMMON STOCK.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 11,120
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 229,645
<PP&E> 6,173
<DEPRECIATION> 1,543
<TOTAL-ASSETS> 234,275
<CURRENT-LIABILITIES> 1,154,775
<BONDS> 0
0
2,000
<COMMON> 76,373
<OTHER-SE> (998,873)
<TOTAL-LIABILITY-AND-EQUITY> 234,275
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 183,000
<OTHER-EXPENSES> 153,508
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (336,508)
<INCOME-TAX> 0
<INCOME-CONTINUING> (336,508)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (336,508)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
