As filed with the Securities and Exchange Commission on May 28, 1997
Registration No. 33-80703
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
ON
FORM S-3
Under
THE SECURITIES ACT OF 1933
UNIVERSAL DISPLAY CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2372688
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Three Bala Plaza, East
Suite 104
Bala Cynwyd, PA 19004
(610) 617-4010
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-----------------------
STEVEN V. ABRAMSON
President and Chief Operating Officer
Universal Display Corporation
Three Bala Plaza, East, Suite 104
Bala Cynwyd, PA 19004
(610) 617-4010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stephen M. Goodman, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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. |X|
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
--------------------
The registrant hereby amends this post-effective amendment 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
post-effective amendment shall thereafter become effective in accordance with
Section 8(c) of the Securities Act of 1933 or until the post-effective amendment
shall become effective on such date as the Commission, acting pursuant to said
Section 8(c), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED MAY 28, 1997
PROSPECTUS
1,755,000 Shares
UNIVERSAL DISPLAY CORPORATION
Common Stock
This prospectus covers 1,755,000 shares (the "Shares") of the Common
Stock, $.01 par value per share (the "Common Stock") of Universal Display
Corporation, a Pennsylvania corporation ("UDC" or the "Company") issuable upon
the exercise of warrants (the "Warrants") issued by the Company on April 11,
1996. The Warrants were issued in connection with the public offering (the
"Public Offering") of (i) 1,495,000 shares of Common Stock and (ii) 1,495,000
warrants to purchase shares of Common Stock. The Warrants include 260,000
warrants to purchase Common Stock (the "Underwriter's Warrants") issued to Whale
Securities Co., L.P. (the "Underwriter"), the underwriter for the Public
Offering. The Underwriter's Warrants are exercisable from April 11, 1996 through
April 11, 2001, while the remainder of the Warrants are exercisable from April
11, 1996 through April 11, 1999. The terms and conditions of the offer and sale
of the Common Stock, including the purchase price per share, are governed by the
provisions of the Warrants. See "The Warrants" and "Exercise of the Warrants."
The Company will receive all proceeds from the exercise of the Warrants, but
will receive no proceeds from the resale of the Shares by holders thereof. See
"Use of Proceeds."
The Company's Common Stock is quoted on the Nasdaq SmallCap Market
("Nasdaq") under the symbol "PANL" and on the Philadelphia Stock Exchange under
the symbol "PNL," and all Warrants other than the Underwriter's Warrants are
currently quoted on Nasdaq under the symbol "PANLW." On May 22, 1997, the
closing price of the Common Stock on Nasdaq was $5.00 per share.
---------------------
An investment in the Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" on pages 3 through 9 herein.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting Discounts
Price to Public (1) and Commissions (2) Proceeds to Company (3)
- -------------------------------- ------------------------- ------------------------------ ----------------------------
<S> <C> <C> <C>
Per share of Common Stock....... $3.50-$8.25 $0.175 $3.50-$8.25
- -------------------------------- ------------------------- ------------------------------ ----------------------------
Total........................... $6,782,750 $261,625 $6,521,125
- -------------------------------- ------------------------- ------------------------------ ----------------------------
</TABLE>
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(1) Warrants to purchase 1,495,000 shares of Common Stock (the "Public
Warrants") are exercisable at $3.50 per share. Underwriter's Warrants
to purchase 130,000 shares of Common Stock are exercisable at $3.675
per share. Underwriter's Warrants to purchase 130,000 shares of Common
Stock are exercisable at $8.25 per share. All warrants are subject to
certain adjustments.
(2) Solicitation fee payable to the Underwriter upon the exercise of Public
Warrants, where such exercise is solicited by the Underwriter.
(3) Before deducting other expenses of issuance and distribution estimated
at $25,000, payable by the Company.
The date of this Prospectus is May , 1997
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following
regional offices of the Commission: Seven World Trade Center, 13th Floor, New
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Commission by mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Branch, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material also may be accessed electronically by
means of the Commission's home page on the Internet (http://www.sec.gov). In
addition, such reports, proxy statements and other information concerning the
Company can be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
(File No. 0-4643) with the Commission are incorporated herein by reference.
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 filed with the Commission on March 28, 1997.
(b) Quarterly Report on Form 10-QSB for the quarter ended March
31, 1997 filed with the Commission on May 15, 1997.
(c) The Company's Proxy Statement related to its 1997 Annual
Meeting of Stockholders filed under the Exchange Act on April
21, 1997.
(d) The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A filed
under the Exchange Act on April 4, 1996, including any
amendment or reports filed for the purpose of updating such
description.
(e) The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A filed
under the Exchange Act on August 6, 1996, including any
amendment or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for copies should be
directed to Sidney D. Rosenblatt, Executive Vice President, Chief Financial
Officer and Secretary, Universal Display Corporation, Three Bala Plaza East,
Suite 104, Bala Cynwyd, Pennsylvania 19004, (610) 617-4010.
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Unless the context otherwise requires, "UDC" or the "Company" refers to
Universal Display Corporation and its wholly-owned subsidiaries.
THE COMPANY
UDC is engaged in the research, development and commercialization of
Organic Light Emitting Diode ("OLED") technology for use in flat panel displays
and other applications. The research is being performed by Princeton University
and the University of Southern California pursuant to a certain Sponsored
Research Agreement dated August 1, 1994 between The Trustees of Princeton
University and American Biomimetics Corporation ("ABC"), an affiliate of the
Company (the "1994 Sponsored Research Agreement"), funded by the Company. The
Company currently has the exclusive right to commercialize the technology being
developed pursuant to a related license agreement (the "1994 License
Agreement"). The Company's present commercialization strategy is to enter into
licensing arrangements and other strategic alliances for the volume
manufacturing of products utilizing this technology, the Company does not
presently intend to become a volume manufacturer. The Company anticipates that
its OLED technology, if successfully developed, may have a variety of
applications, including full color, large area, high resolution, high
information content displays, such as laptop and notebook computer screens,
computer monitors and televisions. Potential applications also include
multi-color, and monochrome small area, low information content displays, such
as consumer electronic equipment, vehicular dashboard displays, cellular phones
and other telecommunication displays, computer games, and personal digital
assistants, as well as transparent applications such as head up displays for
automobile windshields.
The Company was incorporated under the laws of the Commonwealth of
Pennsylvania in April 1985 under the name Enzymatics, Inc. ("Enzymatics").
Another corporation named "Universal Display Corporation" ("UDC-NJ") was
incorporated under the laws of the State of New Jersey in June 1994. On June 22,
1995, a wholly-owned subsidiary of Enzymatics merged with and into UDC-NJ.
UDC-NJ, the surviving corporation in the Merger, became a wholly-owned
subsidiary of Enzymatics and changed its name to "UDC, Inc." Simultaneously with
the consummation of the Merger, Enzymatics changed its name to "Universal
Display Corporation." The Company's corporate offices are located at Three Bala
Plaza East, Suite 104, Bala Cynwyd, Pennsylvania 19004.
THE WARRANTS
The Warrants consist of (i) warrants to purchase 1,495,000 shares of
Common Stock exercisable at a price of $3.50 per share (the "Public Warrants"),
(ii) Underwriter's Warrants to purchase 130,000 shares of Common Stock
exercisable at a price of $3.675 per share and (iii) Underwriter's Warrants to
purchase 130,000 shares of Common Stock exercisable at a price of $8.25 per
share. The Warrants were issued by the Company in connection with the public
offering of the Public Warrants and pursuant to the terms of an Underwriting
Agreement dated April 11, 1996 between the Underwriter and the Company.
RISK FACTORS
The securities offered hereby are speculative and involve a high degree
of risk. An investment in the securities offered hereby should be considered a
venture capital investment and the securities should not be purchased by
investors who cannot afford the loss of their entire investment. Each
prospective investor should carefully consider the following risk factors before
making an investment decision.
Development Stage Company; No Revenues; Continuing and Future Losses.
Since inception, the Company has been engaged, and for the foreseeable future
expects to continue to be engaged in research, development and commercialization
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
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<PAGE>
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
$4.9 million at December 31, 1996. 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. Historically, only a limited number
of early stage development companies successfully complete the research and
development of commercially viable technologies. There can be no assurance that
the OLED technology will be commercially viable, that markets for flat panel
displays utilizing the OLED technology will not be limited or that the Company
will generate meaningful revenues from the commercial exploitation of the OLED
technology or ever achieve profitable 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.
Significant Capital Requirements; Need for Significant Additional
Financing. The Company's capital requirements have been and will continue to be
significant. The Company has been dependent upon private placements and a public
offering of its equity securities to fund such requirements, which have raised
approximately $8.7 million in gross proceeds. While the Company believes it has
sufficient capital to fund its operations at least through December 1997,
completion of the research, development and commercialization of the OLED
technology for potential applications will require significant additional effort
and resources. There is no assurance that the options and warrants to which the
common stock being registered hereunder is subject will be exercised at a time
beneficial to the Company or at all, or that the Company will obtain sufficient
proceeds hereunder to meets its future obligations. There can be no assurance
that additional financing will be available to the Company when needed, on
commercially reasonable terms or at all. The inability to obtain additional
financing would have a material adverse effect on the Company, including
possibly requiring the Company to curtail its operations. In addition, any
additional equity financing may involve substantial dilution to the interests of
the Company's then existing shareholders. See "Use of Proceeds".
Early Research Stage; Uncertainty of Feasibility of the OLED Technology
and Product Development. The Company's OLED technology is an emerging innovative
technology and the Company is not aware of any full color flat panel displays
utilizing OLED technology currently being marketed, although there are numerous
companies engaged in research and development respecting OLED technology. The
Company is unable, at this time, to determine the feasibility of its OLED
technology or the commercial viability of any potential applications. The
Company, however, is aware of that substantial advances in Princeton
University's research and development efforts must be made to satisfy the
Company's requirements as to operating life and improvement of reliability for
all flat panel display applications. Additionally, such research efforts must
demonstrate the ability to display a full range of color and scalability for the
development of full color, large area applications. Research and development
efforts remain subject to all of the risks associated with the development of
new products based on emerging and innovative technologies, including
unanticipated technical or other problems and the possible insufficiency of the
funds allocated to complete such development, which could result in delay of
research and development or substantial change or abandonment of research and
development activities. In addition, with technology as complex as the OLED
technology, technical problems and difficulties may arise resulting in delays
and causing the Company to incur additional expenses which would have a material
adverse effect on the Company. There can be no assurance that the Company's and
Princeton University's efforts will result in the feasibility of the OLED
technology, particularly for use in full color, large area, high resolution,
high information content flat panel display applications. The inability to
successfully complete research and development of the OLED technology, or delays
in the completion of the research and development of the OLED technology for use
in potential applications, particularly after the occurrence of significant
expenditures, would have a material adverse effect on the Company.
New Technology; Uncertainty of Certain Commercial Applications for the
OLED Technology. Although flat panel displays have been available for a
significant period of time, a variety of advancements in flat panel displays
have been made over the last several years. The Company is attempting to develop
a new technology for flat panel display applications, initially for use in small
area, low information content displays, and ultimately full color, high
resolution, high information content displays. The potential size, timing and
viability of market opportunities targeted by the Company are uncertain. The
Company's success will be dependent upon successfully completing the research
and
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<PAGE>
development of the OLED technology and introducing flat panel displays utilizing
such technology and providing competitive advantages to existing flat panel
display technologies on the basis of image and color quality, brightness,
contrast, scalability, viewing angle, portability, cost and power requirements.
Market acceptance of the OLED technology for full color, high information
content displays will also depend upon such technology providing benefits
comparable to cathode ray tube ("CRT") technology (the current standard for
display quality). Many potential licensees of the OLED technology manufacture
flat panel displays utilizing competing technologies and may, however, be
reluctant to redesign their products or manufacturing processes to incorporate
the OLED technology. There can be no assurance that the OLED technology will be
viable for any commercial applications and, if viable, that potential licensees
will utilize the OLED technology. Additionally, even if the completion of the
research and development of the OLED technology results in commercially viable
applications for the technology, it is likely that the Company will not recover
its research and development costs in the foreseeable future and there can be no
assurance that the Company will ever recover such costs.
Dependence on Princeton University, the 1994 Sponsored Research
Agreement and the Principal Investigators. Research and development of the OLED
technology is being conducted at the Advanced Technology Center, Princeton
University and USC (on a subcontract basis with Princeton University) pursuant
to the 1994 Sponsored Research Agreement, which was assigned by ABC to the
Company in June 1995. The research and development is being conducted
principally by Professors Stephen R. Forrest and Mark E. Thompson (the
"Principal Investigators"). Research and development of commercially viable
applications for OLED technology is dependent on the success of the research
efforts of the Principal Investigators conducted pursuant to such agreements,
although the Company has begun to hire its own development personnel. There can
be no assurance that Princeton University will make additional advances in the
research and development of the OLED technology or obtain any meaningful
intellectual property rights relating to, or commercially viable applications
for, the OLED technology. 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. The 1994 Sponsored Research Agreement provides that
if either Professor Forrest or Professor Thompson is unavailable to continue to
serve as a Principal Investigator, either 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,
Princeton University has the right to terminate the 1994 Sponsored Research
Agreement. Further, the 1994 Sponsored Research agreement expires in July 1997.
Although the Company believes that its relationship with Princeton University
and the Principal Investigators is satisfactory, there can be no assurance that
the Principal Investigators will continue to be available to conduct the
research, that the Company will be able to engage Princeton University to
conduct further research and development of the OLED technology upon expiration
of the 1994 Sponsored Research agreement, or that the 1994 Sponsored Research
Agreement will be extended. Moreover, under the 1994 License Agreement, the
Company is required to make a first commercial sale or use within two years
following a demonstration of efficacy of a product based on the OLED technology
and Princeton University may terminate the 1994 License Agreement if the Company
does not make a commercial sale or use within the required time period. Loss to
the Company of the Principal Investigators' services or termination of the 1994
Sponsored Research Agreement would have a material adverse effect on the
Company, and the Company would not have any meaningful operations.
No Marketing or Manufacturing Capabilities or Experience; Dependence
Upon Strategic Relationships. The Company has limited marketing capabilities and
resources, no manufacturing capabilities and does not presently intend to
manufacture products. Therefore, the Company's prospects will be significantly
affected by its ability to sublicense the OLED technology and successfully
develop strategic alliances with third parties for incorporation of the OLED
technology into flat panel displays manufactured by others. The Company's
prospects will be dependent upon the commercial success of such third-party
products and the marketing efforts of such third parties. Informing potential
licensees and other strategic partners of the benefits of the OLED technology
and establishing satisfactory strategic alliances will require significant
financial and other resources. In addition, strategic alliances may require
financial or other commitments by the Company. There can be no assurance that
the Company will be able, for financial or other reasons, to enter into
strategic alliances on commercially acceptable terms, or at all. Failure to do
so would have a material adverse effect on the Company.
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Uncertainty of Intellectual Property Rights. The Company's rights to
the OLED technology are governed by the 1994 Sponsored Research Agreement and
the 1994 License Agreement. Pursuant to such agreements, all patents and other
intellectual property rights relating to the OLED technology are the property of
Princeton University. Princeton University has filed more than 20 patent
applications related to the OLED technology. No patents have yet been issued.
The Company has a worldwide exclusive license to manufacture and market products
based on such pending patent application and the right to obtain a similar
license to inventions conceived or discovered under the 1994 Sponsored Research
Agreement, the right to sublicense to such agents. Additionally, the Company
anticipates that Princeton University will file additional patent applications
in the United States and internationally to protect future inventions conceived
or discovered under the 1994 Sponsored Research Agreement and that the Company
will license technology based on such patent applications. There can be no
assurance that patents applied for will be obtained or that any such patents
will afford the Company and Princeton University commercially significant
protection of the OLED technology. In addition, the patent laws of other
countries may differ from those of the United States as to the patentability of
the OLED technology and the degree of protection may obtain patent or similar
rights with respect therefor. Patents have been issued to third parties for
aspects of OLED technology and additional patent applications are being filed,
there can be no assurance that the OLED technology and the exercise of the
Company's rights do not and will not infringe on the patents or other
intellectual property of others. In the event of infringement, the Company and
Princeton University could, under certain circumstances, be required to obtain a
license or modify its methods or other aspects of the OLED technology. The 1994
License Agreement provides that Princeton University has the right, but not the
obligation, to enforce its intellectual property rights against infringement,
except that the Company may prosecute an infringement action only if within six
months after having received notice of infringement Princeton University has not
commenced an action or otherwise successfully terminated the infringement. There
can be no assurance that the Company or Princeton University will be able to do
so in a timely manner, upon acceptable terms and conditions, or at all. Failure
to do any of the foregoing could have a material adverse effect on the Company.
There can also be no assurance that the Company will have the financial or other
resources necessary to enforce or defend a patent infringement action or that
Princeton University will elect to enforce an action in a timely manner.
Moreover, if products incorporating the OLED technology licensed by the Company
are found to infringe upon the patent or other intellectual property rights of
others, the Company could, under certain circumstances, become liable for
damages, which could have a material adverse effect on the Company.
The Company and Princeton University may also seek to rely on
proprietary know-how and trade secrets and employ various methods to protect
concepts, ideas and documentation of their technology. However, such methods may
not afford complete protection, and there can be no assurance that others will
not independently develop similar know-how or obtain access to the Company's or
Princeton University's know-how, trade secrets, concepts, ideas and
documentation.
Government Rights to Use the OLED Technology. The United States
government, through the Office of Research and Project Administration ("ARPA"),
has provided funding to Princeton University for research activities related to
certain aspects of the OLED technology. The Company does not have access to the
funding agreement between Princeton University and ARPA and, accordingly, is
unable to determine the scope of ARPA's funds or of the federal governments
rights to OLED technology. As a result, the Company's rights to the OLED
technology will be subject to any rights the federal government may have to use
such technology, royalty-free. The federal government's right to use certain
aspects of the OLED technology could, among other things, restrict the Company's
ability to market the OLED technology to the federal government for military and
other applications which could have a material adverse effect on the Company.
There can be no assurance as to which aspects of the OLED technology the federal
government has any rights and the extent of such rights. Continued funding of
Princeton University's research activities by the federal government, which is
anticipated, may give the federal government rights to certain aspects of the
OLED technology developed in the future.
Competition and Competing Technologies. The flat panel display industry
is characterized by intense competition. The market is currently dominated by
products utilizing liquid crystal display ("LCD") technology and is expected to
be dominated by LCD technology for the foreseeable future. The Company believes
that competition in this market, particularly for full color, large area, high
resolution, high information content displays is based upon
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image and color quality, viewing angle, power requirements, cost and
manufacturability. The Company believes LCD technology has certain limitations,
such as a limited viewing angle, limited scalability, low contrast and inferior
image and color quality when compared to CRT displays (the current standard for
display quality). Numerous companies, however, are making substantial
investments in, and conducting research to improve these characteristics of, LCD
technology. The Company also believes, although there can be no assurances that
flat panel displays utilizing the OLED technology, if developed, will provide
image and color quality, brightness, contrast, scalability and viewing angles
comparable to CRT displays, be manufacturable from light weight, low cost
materials and require a relatively low power source. In addition, several other
flat panel display technologies have been, or are being, developed. The Company
believes, however, that each of these developing technologies will have one or
more of the limitations associated with LCD technology, or other limitations,
such as lack of reliability, high power requirements (restricting portability),
high production cost and/or difficulty of manufacture. There can be no
assurance, however, that advances in LCD technology or any of these developing
technologies will not overcome such limitations or become the leading technology
for flat panel displays, either of which could limit the potential market for
flat panel displays utilizing the OLED technology.
Numerous domestic and foreign companies have developed or are
developing CRT, LCD and other display technologies. Substantially all of these
competitors have greater name recognition and financial, technical, marketing,
personnel and research capabilities than the Company. There can be no assurance
that the Company's competitors will not succeed in developing technologies and
applications that are more cost effective, have fewer display limitations than
or have other advantages as compared to the OLED technology. There can be no
assurance that the Company will be able to compete successfully or develop
commercial applications for the OLED technology.
Potential Conflicts of Interest. The Company obtained rights to the
OLED technology through a technology transfer agreement dated June 22, 1995 (the
"Transfer Agreement") between the Company and ABC. Sherwin Seligsohn, Chairman
and Chief Executive Officer of the Company, holds the same positions in ABC.
Pursuant to the Transfer Agreement, ABC, among other things, assigned to the
1994 License Agreement to the Company and granted to the Company an exclusive
worldwide sublicense to patents and other intellectual property rights related
to display technology developed under a Sponsored Research Agreement dated
October 22, 1993 between ABC and Princeton University (the "1993 Sponsored
Research Agreement"). As consideration, the Company (i) paid to ABC $674,000 for
amounts previously paid to Princeton University by ABC under the 1994 Sponsored
Research Agreement and $500,000 to acquire the sublicense under the 1993
Sponsored Research Agreement, (ii) assumed ABC's obligations to make future
payments to Princeton University under the 1994 Sponsored Research Agreement of
approximately $1,610,000 and estimated future expenses related thereto of
$500,000, (iii) issued to ABC 200,000 shares of Series A Nonconvertible
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") and
(iv) granted to ABC an exclusive worldwide sublicense under the 1994 License
Agreement to manufacture and market products based on technology developed but
unrelated to the OLED technology. Additionally, ABC and International
Multi-Media Corporation ("IMMC"), of which Sherwin Seligsohn is President and
Chairman, paid on behalf of the Company certain professional fees,
administrative expenses and payroll expenses totaling $168,721, of which $63,245
was repaid to ABC during the year ended December 31, 1995.
Control by Seligsohn Family. Prior to this offering, Sherwin Seligsohn,
Scott Seligsohn, Vice President of the Company and Sherwin Seligsohn's son, and
Lori S. Rubenstein, Sherwin Seligsohn's daughter, beneficially own, in the
aggregate, approximately 38% of the outstanding shares of Common Stock.
Accordingly, such persons, acting together, will be in a position to effectively
control the Company, elect the Company's directors, cause an increase in the
authorized capital or the dilution, merger or sale of the assets of the Company.
Dependence on Key Personnel. The success of the Company will be largely
dependent on the personal efforts of Sherwin Seligsohn and other key personnel.
Although the Company has entered into a two-year employment agreement, effective
as of November 1, 1995, with Sherwin Seligsohn, the loss of the services of Mr.
Seligsohn or other key personnel could have a material adverse effect on the
Company's business and prospects. Moreover, Mr. Seligsohn is only required to
devote a majority of his business time to the Company's business and affairs.
The Company has obtained "key-man" life insurance on the life of Mr. Seligsohn
in the amount of $2,000,000. The Company's success may also be dependent on its
ability to hire and retain additional qualified management, licensing,
marketing, sales and
7
<PAGE>
other personnel. There can be no assurance that the Company will be able to
attract or retain additional qualified personnel.
No Dividends. The Company has not paid any cash dividends on its Common
Stock to date. The Company intends to retain earnings, if any, to finance the
operation and expansion of its business and, therefore, does not expect to pay
cash dividends in the foreseeable future.
Shares Eligible for Future Sale. The Company has 8,937,268 shares of
Common Stock outstanding of which 1,300,000 shares of Common Stock were issued
in the Public Offering on April 11, 1996. The remaining 7,637,268 shares of
Common Stock outstanding are deemed to be "restricted securities" as that term
is defined under Rule 144 promulgated under the Securities Act and may only be
sold pursuant to an effective registration under the Securities Act, in
compliance with the exemption provisions of Rule 144 or pursuant to another
exemption under the Securities Act. As of April 30, 1997, some or all of these
shares may become eligible for sale under Rule 144, subject to certain volume
limitations prescribed by Rule 144. In addition, the Company is simultaneously
registering via a registration statement on Form S-3, 1,816,772 shares of Common
Stock underlying warrants and options previously issued by the Company (the
"Private Warrants and Options"). Further, the Company grants stock options to
employees, directors and consultants to provide incentives and as partial
compensation for services rendered. As of May 1, 1997, the Company had 1,424,772
additional outstanding warrants and options of which 676,439 are currently
exercisable. No prediction can be made as to the effect, if any, that sales of
shares of Common Stock or even the availability of such shares for sale will
have on the market prices prevailing from time-to-time. The possibility that
substantial amounts of Common Stock may be sold in the public market may
adversely affect prevailing market prices for the Common Stock and Warrants and
could impair the Company's ability to raise capital through the sale of its
equity securities.
Authorization and Discretionary Issuance of Preferred Stock. The
Company's Articles of Incorporation authorize the issuance of up to 5,000,000
shares of preferred stock with designations, rights and preferences determined
from time-to-time by its Board of Directors. Accordingly, the Company's Board of
Directors is empowered, without shareholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of the Common
Stock. The issuance of shares of preferred stock could, among other things,
adversely affect the voting power of the holders of Common Stock and, under
certain circumstances, make it more difficult for a third party to gain control
of the Company, discourage bids for the Company's Common Stock at a premium or
otherwise adversely affect the market price of the Common Stock. The Board of
Directors has designated and issued 200,000 shares of Series A Preferred Stock,
all of which are held by ABC. Holders of Series A Preferred Stock are not
entitled to receive dividends, but are entitled, as a class, to elect two
directors to the Company's Board of Directors and to certain liquidation
preferences. Although the Company has no present intention to issue any
additional shares of its authorized preferred stock, there can be no assurance
that the Company will not do so in the future.
Possible Volatility of Market Price of Common Stock. The market prices
of the Company's securities may be highly volatile as has been the case with the
securities of other emerging companies. Factors such as the Company's operating
results, announcements by the Company or its competitors of technological
developments, new product applications or license arrangements, and various
factors affecting the flat panel display industry generally, may have a
significant impact on the market price of the Company's securities. In addition,
in recent years, the stock market has experienced a high level of price and
volume volatility and market prices for the stock of many companies,
particularly a small and emerging growth companies, the Common Stock of which
traded in the over-the-counter market, have experienced wide price fluctuations
which have not necessarily been related to the operating performance of such
companies.
Possible Delisting of Securities from Nasdaq System; Risks Relating to
Low-Priced Stocks. The Company's Common Stock and Warrants are listed on Nasdaq.
In order to continue to be listed on Nasdaq, however, the Company must maintain
$2,000,000 in total assets, a $200,000 market value of the public float and
$1,000,000 in total capital and surplus. In addition, continued inclusion
requires two market-makers and a minimum bid price of $1.00 per share; provided,
however, that if the Company falls below such minimum bid price, it will remain
eligible for continued
8
<PAGE>
inclusion in Nasdaq if the market value of the public float is at least
$1,000,000 and the Company has $2,000,000 in capital and surplus. The failure to
meet these maintenance criteria in the future may result in the delisting of the
Common Stock from Nasdaq, and trading, if any, in the Company's securities would
thereafter be conducted in the non- Nasdaq over-the-counter market. As a result
of such delisting, an investor could find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Company's securities.
In addition, if the Common Stock were to become delisted from trading
on Nasdaq and the trading price of the Common Stock were to fall below $5.00 per
share, trading in the Common Stock would also be subject to the requirements of
certain rules promulgated under the Exchange Act, which require additional
disclosure by broker-dealers in connection with any trades involving a stock
defined as a penny stock (generally, any non-Nasdaq equity security that has a
market price of less than $5.00 per share, subject to certain exceptions). Such
rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith, and impose various sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors (generally defined as an investor with a net worth in excess of
$1,000,000 or annual income exceeding $200,000, $300,000 together with a
spouse). For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. The broker-dealer also must
disclose the commissions payable to the broker-dealer, current bid and offer
quotations for the penny stock and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Such information must be provided to the
customer orally or in writing prior to effecting the transaction and in writing
before or with the customer confirmation. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in the Common Stock, which could severely limit the
market liquidity of the Common Stock and the ability of purchasers in this
offering to sell the Common Stock in the secondary market.
Possible Inability to Exercise the Warrants. The Company intends to
qualify the sale of the Common Stock in a limited number of states. Although
certain exemptions in the securities laws of certain states might permit
Warrants to be transferred to purchasers in states and other than those in which
the Warrants were initially qualified, the Company will be prevented from
issuing Common Stock in such other states upon the exercise of the Warrants
unless exemption from qualification is available or unless the issuance of
Common Stock upon exercise of the Warrant is qualified.
USE OF PROCEEDS
The net proceeds (after deducting the estimated expenses of this
offering) to be received by the Company from the sale of the securities offered
hereby are estimated to be approximately $6,496,000. The Company expects to use
the net proceeds for working capital purposes, including the preparation, filing
and prosecution of patent applications and the enforcement of intellectual
property rights in the United States and internationally, payments due to
Princeton University under the 1994 Sponsored Research Agreement, and any
extensions or renewals thereof, capital expenditures and general corporate
purposes. Proceeds not immediately required for the purposes described above
will be invested principally in short-term investment grade debt obligations,
bank certificates of deposit, United States Government money market instruments
or other short-term interest bearing investments.
9
<PAGE>
EXERCISE OF THE WARRANTS
Each Warrant contains additional terms and conditions, described below,
that may affect the exercisability of the Warrant.
Warrant Exercise Procedure
In order to effectively exercise the Warrants and purchase the shares
of the Company's Common Stock which the Warrants entitle the holder to purchase,
a holder of Warrants, (a "Warrantholder") must comply with the procedure
described below. Failure to follow this procedure may result in either a delay
in the Warrantholder's receipt of a stock certificate or an effective exercise
and return to the Warrantholder of the materials submitted for exercise.
Public Warrants
The Public Warrants were issued in registered form under a warrant
agreement by and among the Company, American Stock Transfer & Trust Company, as
warrant agent, and the Underwriter (the "Public Warrant Agreement"). Reference
is made to the Public Warrant Agreement (which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part) for a complete
description of the terms and conditions therein (the description herein
contained being qualified in its entirety by reference thereto).
The Public Warrants may be exercised upon surrender of the Public
Warrant certificate on or prior to the expiration date at the offices of
American Stock Transfer & Trust Company (the "Warrant Agent"), 40 Wall Street,
New York, New York 10005, with the exercise form on the reverse side of the
Public Warrant certificate completed and executed as indicated, accompanied by
full payment of the exercise price (by certified check or bank draft payable to
the Company) to the Warrant Agent for the number of Public Warrants being
exercised.
In the event that a Public Warrant is exercised in respect of less than
all of the shares of Common Stock specified therein prior to the expiration date
of the Public Warrants, a new Public Warrant will be issued to the registered
holder for the remaining number of shares of Common Stock specified in the
surrendered Public Warrant.
The Public Warrants are redeemable by the Company, upon the consent of
the Underwriter upon notice of not less than 30 days, at a price of $.10 per
Public Warrant, provided that the closing bid quotation of the Common Stock on
all 20 trading days ending on the third day prior to the day on which the
Company gives notice has been at least 214% (currently $7.49, subject to
adjustment) of the then effective exercise price of the Public Warrants.
Underwriter's Warrants
The Underwriter's Warrants were issued under a warrant agreement by and
between the Company and the Underwriter (the "Underwriter's Warrant Agreement").
Reference is made to the Underwriter's Warrant Agreement (which has been filed
as an exhibit to the Registration Statement of which this Prospectus is a part)
for a complete description of the terms and conditions therein (the description
herein contained being qualified in its entirety by reference thereto).
The Underwriter's Warrants may be exercised upon surrender of the
Underwriter's Warrant certificate on or prior to the expiration date at the
address of the Company, Three Bala Plaza East, Suite 104, Bala Cynwyd,
Pennsylvania 19004, with the annexed Form of Election to Purchase duly executed,
accompanied by full payment of the exercise price payable by cash, check or a
combination thereof payable to the order of the Company. The holder may also
elect a cashless exercise by delivering, along with the Underwriter's Warrant
certificate, a notice indicating (i) the holders's intention to effect a
cashless exercise, (ii) the number of shares of Common Stock to be exchanged
(the "Total Share Number") and (iii) the date on which the holder requests that
such exchange occur. The exchange will take place on the later of either the
date specified in the notice or the date the notice is received. Upon the
exchange, the holder will receive a number of shares of Common Stock, rounded to
the next highest integer equal to the quotient obtained by
10
<PAGE>
dividing (x) the product of the Total Share Number and the current exercise
price per share (after any adjustments) by (y) the current market price per
share of Common Stock.
In the event that an Underwriter's Warrant is exercised in respect of
less than all of the shares of Common Stock specified therein prior to the
expiration date of the Underwriter's Warrants, a new Underwriter's Warrant will
be issued to the holder thereof for the remaining number of shares of Common
Stock specified in the surrendered Underwriter's Warrant.
Adjustments
The exercise price and the number of shares issuable upon exercise of
each Warrant will be adjusted in the event of stock splits, stock consolidations
and certain rights offerings or stock dividends involving Common Stock.
Public Warrants
No fractional shares of Common Stock will be issued upon exercise of
the Public Warrants. However, if a holder of Public Warrants exercises all
Public Warrants then owned of record by him or her, the Company will pay to him
or her, in lieu of the issuance of any fractional share which is otherwise
issuable, an amount in cash based on the market value of the Common Stock on the
last trading day prior to the exercise date.
In case of any reorganization or reclassification of the outstanding
Common Stock (other than a change in par value, or from par value to no par
value, or as a result of a subdivision or combination), or in the case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification of the
outstanding Common Stock), or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder of each Public Warrant then outstanding will thereafter
have the right to purchase the kind and amount of shares of Common Stock and
other securities and property receivable upon such reorganization,
reclassification, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock which the holder of such Public Warrant will
then be entitled to purchase. However, the Public Warrants are not subject to
adjustment for issuances of Common Stock at prices below the exercise price of
the public Warrants.
Underwriter's Warrants
The Company is not required upon the exercise of the Underwriter's
Warrants to either issue any certificates representing fractional shares of
Common Stock or issue scrip or pay cash in lieu of fractional shares. All
fractional shares will be eliminated by rounding any fraction up to the nearest
whole number of shares.
In case of any reorganization or reclassification of the outstanding
Common Stock (other than a change in par value, or from par value to no par
value, or as a result of a subdivision or combination), or in the case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification of the
outstanding Common Stock), or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder of each Underwriter's Warrant then outstanding will
thereafter have the right to purchase the kind and amount of shares of stock and
other securities and property receivable upon such reorganization,
reclassification, consolidation, merger, sale or conveyance as if such holder
was the owner of the shares of Common Stock underlying the Underwriter's
Warrants at a price equal to the product of (i) the number of shares of Common
Stock issuable upon exercise of the Underwriter's Warrants and (ii) the exercise
prices in effect for the Underwriter's Warrants immediately prior to the record
date for such reclassification, change, consolidation, merger, sale or
conveyance as if such holder had exercised the Underwriter's Warrants.
11
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The financial statements incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
12
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy to any
person in any jurisdiction in which such offer or solicitation would be unlawful
or to any person to whom it is unlawful. Neither the delivery of this Prospectus
nor any offer or sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company or that
information contained herein is correct as of any time subsequent to the date
hereof.
---------------
TABLE OF CONTENTS
Page
Available Information..................................2
Incorporation of Certain Documents
by Reference........................................2
The Company ...........................................3
The Warrants...........................................3
Risk Factors...........................................3
Use of Proceeds....................................... 9
Exercise of the Warrants..............................10
Legal Matters.........................................12
Experts.............................................. 12
1,755,000 Shares
UNIVERSAL
DISPLAY
CORPORATION
Common Stock
---------------
PROSPECTUS
---------------
May __, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby:
Legal Fees and Expenses ............................... $ 7,500
Nasdaq Listing Fees.................................... 17,500
-------
Total......................................... $25,000
Item 15. Indemnification of Directors and Officers
Section 1741 of the Pennsylvania Business Corporation Law of 1988
provides the Company the power to indemnify any officer or director acting in
his capacity as a representative of the Company who was, is, or is threatened to
be made a party to any action or proceeding against expenses, judgments,
penalties, fines and amounts paid in settlement in connection with such action
or proceeding whether the action was instituted by a third party or arose by or
in the right of the Company. Generally, the only limitation on the ability of
the Company to indemnify its officers and directors is if the act violates a
criminal statute or if the act or failure to act is finally determined by a
court to have constituted willful misconduct or recklessness.
The Company's Bylaws provide a right to indemnification to the full
extent permitted by law, for expenses (including attorney's 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 Company (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 Company or, at the request of the Company, as a
director, officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
unless the act or failure to act giving rise to the claim for indemnification is
financially determined by a court to have constituted willful misconduct or
recklessness. The Bylaws provide for the advancement of expenses to an
indemnified party upon receipt of an undertaking by the party to repay those
amounts if it is finally determined that the indemnified party is not entitled
to indemnification.
The Company's Bylaws authorize the Company to take steps to ensure that
all persons entitled to the indemnification are properly indemnified, including,
if the Board of Directors so determines, purchasing and maintaining insurance.
As of the date hereof, no such insurance has been purchased.
II-1
<PAGE>
Item 16. Exhibits
The exhibits filed as part of this registration statement are as
follows:
Exhibit
Number Description
**1.1 Form of Underwriting Agreement.
**3.1 Articles of Incorporation of the Company.
**3.2 Bylaws of the Company.
**4.1 Specimen stock certificate representing the Common Stock.
**4.2 Specimen warrant certificate representing the Warrants.
**4.3 Form of Public Warrant Agreement.
**4.4 Form of Underwriter's Warrant Agreement.
**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).
*23.2 Consent of Arthur Andersen LLP.
**24.1 Power of Attorney
- --------------------------
* Filed herewith.
** Previously filed.
Item 17. Undertakings
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to its Certificate of Incorporation, its Bylaws, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 a public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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
to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
II-2
<PAGE>
(ii) 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 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 Commission pursuant to Rule 424(b) of, 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) Include any material information with respect to the
plan of distribution;
Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is incorporated by reference from periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the end of the offering.
II-3
<PAGE>
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 amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bala Cynwyd, Commonwealth of Pennsylvania on the 27th day of May, 1997.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Sherwin I. Seligsohn
----------------------------
Sherwin I. Seligsohn
Chairman, Director and
Chief Executive Officer
<TABLE>
<CAPTION>
Name Title Date
---- ----- -----
<S> <C> <C>
/s/ Sherwin I. Seligsohn Chairman, Director and Chief May 27 1997
- ---------------------------------- Executive Officer (Principal
Sherwin I. Seligsohn Executive Officer)
/s/ Steven V. Abramson Director, President and Chief May 27, 1997
- ---------------------------------- Operating Officer
Steven V. Abramson
/s/ Elizabeth H. Gemmill Director May 27, 1997
- ----------------------------------
Elizabeth H. Gemmill
/s/ Dean L. Ledger Director May 27, 1997
- ----------------------------------
Dean L. Ledger
/s/ Camille Naffah Director May 27, 1997
- ----------------------------------
Camille Naffah
/s/ Sidney D. Rosenblatt Executive Vice President, Chief May 27, 1997
- ---------------------------------- Financial Officer, Secretary and
Sidney D. Rosenblatt Treasurer (Principal Financial and
Accounting Officer)
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------- ----------- ------
**1.1 Form of Underwriting Agreement.
**3.1 Articles of Incorporation of the Company.
**3.2 Bylaws of the Company.
**4.1 Specimen stock certificate representing the Common Stock.
**4.2 Specimen warrant certificate representing the Warrants.
**4.3 Form of Public Warrant Agreement.
**4.4 Form of Underwriter's Warrant Agreement.
**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).
*23.2 Consent of Arthur Andersen LLP.
**24.1 Power of Attorney
- --------------------------
* Filed herewith.
** Previously filed.
<PAGE>
EXHIBIT 23.1
To Universal Display Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to Form SB-2 Registration
Statement on Form S-3 of our report dated March 6, 1997 included in Universal
Display Corporation's Form 10-KSB for the year ended December 31, 1996, and to
all references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.
May 28, 1997
