UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from__________to__________
Commission File Number 0-4643
UNIVERSAL DISPLAY CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2372688
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Bala Plaza East
Suite 104
Bala Cynwyd, Pennsylvania 19004
------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 617-4010
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.01 per share)
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(Title of Class)
Indicate by check mark whether the registration (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 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. Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment of this Form 10-KSB [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of Series A Common Stock reported
by NASDAQ on December 12, 1996, was approximately $24,411,845. For the purposes
of calculation, all executive officers and directors of the Company and all
beneficial owners of more than 10% of the Company's stock (and their affiliates)
were considered affiliates. As of March 17, 1997, the Registrant had outstanding
8,937,268 shares of Common Stock ($.01 par value).
Documents Incorporated by Reference
Portions of the Company's Proxy Statement to be filed with the Securities and
Exchange Commission for the Annual Meeting of Shareholders to be held on May 27,
1997, are incorporated by reference into Part III of this report.
1
<PAGE>
Two changes are hereby submitted to the Form 10-KSB for Universal Display
Corporation. First, the Annual Meeting of Shareholders is May 27, 1997 not
May 20, 1997.
Secondly, the independent public accountant's name was inadvertently omitted
from page F-2 and has hereby been amended to include the name Arthur Andersen
LLP.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Information with respect to this item is set forth in the Company's
definitive Proxy Statement (the "Proxy Statement") to be filed with the
Securities and Exchange Commission for the Annual Meeting of Shareholders to be
held on May 27, 1997, under the headings "Nominees for Election as Directors"
and "Compliance with Section 16(a) of the Exchange Act" and is incorporated
herein by reference. Information regarding the Company's executive officers is
included in Part I on page 8 herein.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Universal Display Corporation:
We have audited the accompanying consolidated balance sheets of Universal
Display Corporation (a Pennsylvania corporation in the development-stage) and
subsidiary as of December 31, 1996 and 1995, and the related consolidated
statements of operations, shareholders' equity (deficit) and cash flows for the
years ended December 31, 1996 and 1995, the period from inception (June 17,
1994) to December 31, 1994 and the period from inception (June 17, 1994) to
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Universal Display Corporation and subsidiary as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for the years ended
December 31, 1996 and 1995, the period from inception (June 17, 1994) to
December 31, 1994, and the period from inception (June 17, 1994) to December 31,
1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN, LLP
Philadelphia, PA
March 6, 1997
F-2
<PAGE>
UNIVERSAL DISPLAY CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, Universal Display Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
UNIVERSAL DISPLAY CORPORATION
By: /s/ SHERWIN I. SELIGSOHN
-----------------------------
Sherwin I. Seligsohn
Chairman of the Board and
Chief Executive Officer
Date: March 31, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ SHERWIN I. SELIGSOHN Chairman of Board and Chief March 31, 1997
- ---------------------------- Executive Officer
Sherwin I. Seligsohn
/s/ STEVEN V. ABRAMSON President, Chief Operating Officer March 31, 1997
- ---------------------------- and Director
Steven V. Abramson
/s/ SIDNEY D. ROSENBLATT Executive Vice President, Chief March 31, 1997
- ---------------------------- Financial Officer, Treasurer,
Sidney D. Rosenblatt Secretary and Director
/s/ DEAN L. LEDGER Executive Vice President and Director March 31, 1997
- ----------------------------
Dean L. Ledger
/s/ CAMILLE NAFFAH Director March 31, 1997
- ----------------------------
Camille Naffah
</TABLE>
