<PAGE>
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 June 30, 1999
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission 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.)
THREE BALA PLAZA EAST SUITE 104 BALA CYNWYD, PA 19004
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(610) 617-4010
- ------------------------------------------------
(Issuer's telephone number, including area code)
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.
Yes X 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 August 10, 1999, the registrant
had outstanding 13,187,215 shares of common stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
<TABLE>
<CAPTION>
INDEX PAGE
- ----- ----
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets June 30, 1999 (unaudited) and December 31, 1998 3
Consolidated Statements of Operations - Three months
ended June 30, 1999 and 1998, and inception to June 30, 1999 (unaudited) 4
Consolidated Statements of Operations - Six months
Ended June 30, 1999 and 1998 and inception to June 30, 1999 (unaudited) 5
Consolidated Statements of Cash Flows - Six months
ended June 30, 1999 and 1998, and inception to June 30, 1999 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Part II - Other Information 12
Item 2. Changes in Securities/Use of Proceeds 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K. 12
</TABLE>
2
<PAGE>
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
(a development-stage company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
June 30, 1999 December 31, 1998
(unaudited)
----------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (See Note 2) $ 8,703,768 $ 1,828,381
Short-term investments (See Note 2) 1,008,184 527,502
Contract research receivables 104,584 121,941
Prepaid consulting fee 288,328 376,493
Other current assets 39,070 70,393
------------- ---------------
Total current assets 10,143,934 2,924,710
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $79,097 and
$67,233 301,560 56,211
DEPOSITS 138,073 98,073
------------- ---------------
Total assets $ 10,583,567 $ 3,078,994
============= ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 673,455 $ 495,320
------------- ---------------
SHAREHOLDERS' EQUITY
Preferred Stock, par value $0.01 per share,
5,000,000 shares authorized, 200,000
shares designated Series A Nonconvertible
Preferred Stock, 200,000 Issued and
outstanding (liquidation value of $ 1,500,000) 2,000 2,000
Common Stock, par value $0.01 per share,
25,000,000 shares authorized, 13,168,602
and 10,312,943 issued and outstanding 131,686 103,130
Additional paid-in capital 25,622,623 16,052,881
Deficit accumulated during development-stage (15,846,197) (13,574,337)
------------- ---------------
Total shareholders' equity 9,910,112 2,583,674
------------- ---------------
Total liabilities and shareholders' equity $ 10,583,567 $ 3,078,994
============= ===============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
(a development-stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Period from Inception
Three Months Ended (June 17, 1994) to
June 30, June 30, 1999
------------------------ ---------------------
1999 1998
---- ----
<S> <C> <C> <C>
REVENUE:
Contract research revenue $ 69,732 $ 99,388 $ 649,364
------------- --------------- --------------
OPERATING EXPENSES:
Research and development
(See Note 3) 509,732 327,311 9,501,039
General and administrative 1,280,092 460,988 7,538,970
------------- --------------- --------------
Total operating expenses 1,789,824 788,299 17,040,009
------------- --------------- --------------
Operating loss (1,720,092) (688,911) (16,390,645)
------------- --------------- --------------
INTEREST INCOME 42,098 57,253 544,448
------------- --------------- --------------
NET LOSS $ (1,677,994) $( 631,658) $ (15,846,197)
------------- --------------- ==============
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.14) $ (.06)
------------- ---------------
WEIGHTED AVERAGE SHARES
USED IN COMPUTING BASIC
AND DILUTED NET LOSS PER
COMMON SHARE 12,210,314 10,312,268
------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
(a development-stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Period from Inception
Six Months Ended (June 17, 1994) to
June 30, June 30, 1999
------------------------ ----------------------
1999 1998
---- ----
<S> <C> <C> <C>
REVENUE:
Contract research revenue $ 186,965 $ 198,365 $ 649,364
------------ --------------- --------------
OPERATING EXPENSES:
Research and development
(See Note 3) 851,440 444,944 9,501,039
General and administrative 1,669,582 821,204 7,538,970
------------ --------------- --------------
Total operating expenses 2,521,022 1,266,148 17,040,009
------------ --------------- --------------
Operating loss (2,334,057) (1,067,783) (16,390,645)
------------ --------------- --------------
INTEREST INCOME 62,197 115,017 544,448
------------ --------------- --------------
NET LOSS $ (2,271,860) $( 952,766) $ (15,846,197)
------------ --------------- ==============
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.18) $ (.09)
------------ ---------------
WEIGHTED AVERAGE SHARES
USED IN COMPUTING BASIC
AND DILUTED NET LOSS PER
COMMON SHARE 12,391,929 10,307,268
------------ ---------------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
(a development-stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Period from Inception
Six Months Ended (June 17, 1994) to
June 30, June 30, 1999
------------------------ -----------------------
1999 1998
---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(2,271,860) $(321,108) $(15,846,197)
Depreciation 11,864 7,898 79,096
Issuance of Common Stock options and warrants -- -- 681,525
Issuance of Common Stock and warrants in connection
with amended research and license agreements -- -- 3,120,329
Issuance of Common Stock in connection with
executives' compensation 423,220 -- 423,220
Acquired in-process technology -- -- 350,000
Adjustments to reconcile net loss to net cash used
in operating activities:
(Increase) decrease in assets:
Contract research receivables 17,357 (64,312) (104,584)
Other current assets 119,488 (3,459) 5,928
Deposits (40,000) -- (138,073)
Increase in liabilities:
Accounts payable and accrued expenses 178,133 93,176 629,293
Payable to related parties -- -- 250,000
----------- --------- ------------
Net cash used in operating activities (1,561,798) (474,157) (10,549,463)
----------- --------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (257,213) (2,964) (380,656)
Purchases of short-term investments (1,008,184) -- (8,728,686)
Proceeds from sale of short-term investments 527,502 666,353 7,720,502
----------- --------- ------------
Net cash used in investing activities (737,895) 663,389 (1,388,840)
----------- --------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Common Stock 9,175,080 2,900 20,642,071
----------- --------- ------------
INCREASE IN CASH AND CASH EQUIVALENTS 6,875,387 192,132 8,703,768
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 1,828,381 85,470 --
------------ --------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,703,768 $ 277,602 $ 8,703,768
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
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, is
engaged in the research and development and commercialization of organic light
emitting diode ("OLED") technology for flat panel display applications.
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. UDC Inc., a
wholly-owned subsidiary of the Company and a 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.
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. In October 1997, the
Company entered into a new 5-year Sponsored Research Agreement (the "1997
Sponsored Research Agreement") for OLED technology (see Note 3). 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 and to sublicense such
rights. In October 1997, the Company amended the 1994 License Agreement (the
"1997 Amended License Agreement") in which certain terms were modified (see Note
3). The Company's Chairman and Chief Executive Officer 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, obtaining financing and administrative activities. The
developmental nature of the activities is such that significant inherent risks
exist in the Company's operations. Completion of the commercialization of the
Company's technology will require funds substantially greater than the Company
currently has available. There can be no assurance that such financing will be
available to the Company when needed, on commercially reasonable terms or at
all. The Company anticipates, based on management's internal forecasts and
assumptions relating to its operations, that it has sufficient cash to meet its
obligations for at least the next twelve months. 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. 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 1997 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 otherwise, and a successor acceptable to both the
Company and Princeton University is not available, the 1997 Sponsored Research
Agreement will terminate.
7
<PAGE>
NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY FINANCIAL INFORMATION AND RESULTS OF OPERATIONS
INTERIM FINANCIAL INFORMATION
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 June 30,
1999, the results of operations for the three months and six months ended June
30, 1999 and 1998, and the cash flows for the six months ended June 30, 1999 and
1998. 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 the Company's Annual Report Form 10-KSB/A for the year ended December 31,
1998.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements include the accounts of the Company 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.
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. Investments
are carried at market value, and at June 30, 1999 and December 31, 1998, are
classified as short-term investments. At June 30, 1999 and December 31, 1998,
all of the Company's investments are classified as available for sale pursuant
to Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," (SFAS 115). Therefore, any
unrealized holding gains or losses should be presented as a separate component
of shareholders' equity. At June 30, 1999 and December 31, 1998, unrealized
holding gains or losses were not material.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and depreciated on a straight-line
basis over 3 years.
NET LOSS PER COMMON SHARE
The Company has adopted Statement of Financial Accounting Standards No. 128
(SFAS 128), "Earnings per Share", which supersedes APB Opinion No. 15, "Earnings
per Share." SFAS 128 requires dual presentation of basic and diluted earnings
per share (EPS) for complex capital structures on the face of the Statement of
Operations. Basic EPS is computed by dividing income by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution from the exercise or conversion of securities into Common
Stock.
Options and warrants to purchase Common Stock were outstanding during the three
month and six month period ended June 30, 1999 and 1998 are not included in the
computation of diluted net loss per share because they are antidilutive.
RESEARCH AND DEVELOPMENT
Expenditures for research and development expense are charged to operations as
incurred.
8
<PAGE>
NEW ACCOUNTING PRONOUNCEMENT
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
requires the reporting of comprehensive income in addition to net income from
operations. The Company has reviewed SFAS 130 and has determined that for the
three months and six months ended June 30, 1999 and 1998, no items meeting the
definition of comprehensive income as specified in SFAS 130 existed in the
financial statements.
NOTE 3. - SPONSORED RESEARCH AGREEMENT WITH PRINCETON UNIVERSITY
On October 9, 1997, the Company entered into a new 5-year Sponsored Research
Agreement (the "1997 Sponsored Research Agreement"), with Princeton University
and entered into an Amended License Agreement with Princeton University and USC
amending its 1994 License Agreement with Princeton University (the "1997 Amended
License Agreement"). The 1997 Sponsored Research Agreement continues and expands
the sponsored research which commenced in 1994 (the "1994 Sponsored Research
Agreement") under which the Company funds additional research and development
work at Princeton University (and at USC under a subcontract with Princeton
University) in OLED technology. The 1997 Sponsored Research Agreement requires
the Company to pay up to $4.4 million commencing on July 31, 1998 through July
31, 2002, which period is subject to extension. The amounts due to Princeton
University will be expensed when paid by the Company. Under the 1997 License
Agreement, the Company has the exclusive worldwide license to manufacture and
market products, and to sublicense those rights, based on Princeton University's
and USC's pending patent applications relating to the OLED technology and
conceived under the 1994 Sponsored Research Agreement, and to inventions
conceived or discovered under the 1997 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 circumstances
where the Company sublicenses the OLED technology (except to affiliates), the
royalty required to be paid by the Company was reduced from 50% to 3%. These
royalty rates are subject to upward adjustments under certain conditions. In
connection with the 1997 License Agreement and 1997 Sponsored Research
Agreement, in October 1997, the Company issued 140,000 Common Shares and 175,000
warrants to purchase Common Stock to Princeton University as well as 60,000
Common Shares and 75,000 warrants to purchase Common Stock to USC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This document contains certain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include certain information
relating to forecasts regarding the Company's future working capital needs and
the extension of agreements relating to the Company's intellectual property, as
well as information contained elsewhere in this Report where statements are
preceded by, followed by or include the words "believes", "expects",
"anticipates", "potential" or similar expressions. For such statements, the
Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Actual events
or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including without limitation, those
discussed elsewhere herein.
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 and attempting to
commercialize such technology. To date, the Company has not generated any
significant 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 commercially viable for one or more
flat panel display applications and enters into license agreements with third
parties with respect to the technology. The Company has incurred significant
losses since its inception, resulting in an accumulated deficit of $15,846,197
at June 30, 1999. 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.
9
<PAGE>
RESULTS OF OPERATIONS
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998
The Company had a net loss of $1,677,994 (or $.14 per share) for the quarter
ended June 30, 1999 compared to a loss of $631,658 or ($.06 per share) for the
same period in 1998. The increase in the net loss was attributed to decreased
revenue, increased research and development costs and general and administrative
expenses. The Company earned $69,732 from contract research revenue in the
quarter ended June 30, 1999 compared to $99,388 for the same period in 1998. The
revenue was derived from a subcontract under a 3 year, $3 million contract
Princeton University received from the Defense Advanced Research Project Agency
(DARPA), compared to the same period in 1998, which included DARPA revenue in
addition to revenue derived to a $100,000 grant from the New Jersey Commission
on Science and Technology to continue development of the OLED technology.
Research and development costs were $509,732 for the quarter ended June 30, 1999
compared to $327,311 for the same period in 1998. Research and development costs
were higher in 1999 compared to 1998 primarily because of an increase in
research being performed at Princeton University by employees of the Company and
increased patent expenses. In 1998, research and development costs consisted
primarily of patent expenses and payments under the 1997 Sponsored Research
Agreement. General and administrative expenses were $1,280,092 for the quarter
ended June 30, 1999 compared to $460,988 for the same period in 1998. The
increase in general and administrative expense was due to an equity grant
authorized by the Board of Directors to executives of the Company which amounted
to $764,660 in compensation expense being incurred in this quarter, compared to
none in the same period of 1998.
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
The Company had a net loss of $2,271,860 (or $.18 per share) for the six months
ended June 30, 1999, compared to $952,766 (or $.09 per share) for the same
period in 1998. The increase is primarily attributed to increased research and
development and general and administrative expenses.
General and administrative expenses were $1,669,582 for the six months ended
June 30, 1999 compared to $821,204 for the same period in 1998. The increase was
due primarily to an equity grant authorized by the Board of Directors to
executives of the Company which amounted to $764,660 in compensation expenses
being incurred in the period compared to none for the same period in 1998.
Research and development expenses were $851,440 for the six months ended June
30, 1999 compared to $444,944 for the same period in 1998. Research and
development costs were higher in 1999 compared to 1998 primarily because of an
increase in research being performed at Princeton University by employees of the
Company and increased patent expenses. In 1998, research and development costs
consisted primarily of patent expenses and payments under the 1997 Sponsored
Research Agreement.
Liquidity and Capital Resources
As of June 30, 1999, the Company had cash and cash equivalents of $8,703,768 and
short-term investments of $1,008,184 compared to cash and cash equivalents of
$1,828,381 and short-term investments of $527,502 at December 31, 1998. In 1999,
publicly-traded warrants to purchase shares of the Company's Common Stock were
exercised resulting in net cash proceeds of $4,345,687 to the Company. The
remaining warrants expired unexercised. In May 1999, the Company completed a
private placement, and issued 1,414,034 shares of common stock and warrants
resulting in net proceeds of $4,829,393.
The Company anticipates, based on management's internal forecasts and
assumptions relating to its operations (including assumptions regarding working
capital requirements of the Company, 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 it has sufficient cash
to meet its obligations for at least the next twelve (12) months. Management
believes that additional financing sources for the Company include long-term and
short-term borrowings, public and private equity and the exercise of warrants.
The 1997 Sponsored Research Agreement requires the Company to pay up to $4.4
million to Princeton University from July 1998 through July 2002, which period
is subject to extension. Substantial additional funds will be required
thereafter for the research, development and commercialization of OLED
technology, obtaining and maintaining intellectual property rights, working
capital and other purposes, the timing and amount of which is difficult to
ascertain. There can be no assurance that additional funds will be available
when needed, or if available, on commercially reasonable terms.
10
<PAGE>
The Company is currently in the process of evaluating its information technology
infrastructure for Year 2000 compliance. The Company does not expect that the
cost to modify such infrastructure to Year 2000 compliance will be material to
its financial condition or results of the operations. The Company does not
anticipate any material disruption in its operations as a result of any failure
by the Company to be in compliance.
11
<PAGE>
PART II. - OTHER INFORMATION
ITEM 1. NONE
ITEM 2. Changes in Securities/Use of Proceeds
(a) None
(b) None
(c) On May 15, 1999, the Company completed its two-tranche offering of
an aggregate of 1,414,034 units, each of which consists of one share
of the Company's common stock and one warrant to purchase one share
of the Company's common stock. The Company sold the units at a price
of $3.75 per unit, and raised a total of $5,302,627.50 from
approximately 50 accredited individual and institutional investors.
The exercise prices of the warrants underlying the units issued in
the first and second tranches of the offering were $4.31 and $4.28,
respectively. In connection with the offering, two placement agents
received an aggregate of 27,987 shares of the Company's common stock
and 188,719 warrants to purchase shares of the Company's common
stock with exercise prices ranging from $4.28 to $4.53.
The Company believes that the transactions described above were
exempt from registration under Rule 506 and Section 4(2) of the
Securities Act of 1933, as amended. The Company filed a shelf
registration statement for the resale of the common stock underlying
the units and the common stock underlying the warrants on June 30,
1999.
(d) None
ITEM 3. NONE
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its 1999 Annual Meeting of Shareholders on June 23,
1999.
(b) Per Instruction 3 to Item 4 of Form 10-QSB, no repsonse is required.
(c) The matters voted upon at the annual meeting, and the results of the
vote on each such matter, are set forth below:
1. Election of seven directors. The result of the vote tabulated at the
meeting for the following seven director nominees is set forth as follows,
opposite their respective names:
Name Number of Votes For Number of Votes Against
---- ------------------- -----------------------
Steven V. Abramson 9,663,825 69,803
Stephen R. Forrest 9,666,325 67,303
Elizabeth H. Gemmill 9,666,325 67,303
Dean L. Ledger 9,663,825 69,803
Camillle Naffah 9,666,325 67,303
Sidney D. Rosenblatt 9,666,325 67,303
Sherwin I. Seligsohn 9,666,325 67,303
2. Proposal to increase the number of shares of the Company's common
stock subject to the Company's Stock Option Plan to 1,600,000 from 1,200,000.
The result of the vote tabulated at the meeting for the ratification and
approval of the aforementioned proposal was as follows:
Number of Votes FOR 9,362,576
Number of Votes AGAINST 357,337
Number of Abstentions 13,715
3. Proposal to approve the appointment of Arthur Andersen LLP as the
Company's independent auditors for the year ending December 31, 1999. The result
of the vote tabulated at the meeting for the ratification and approval of the
aforementioned proposal was as follows:
Number of Votes FOR 9,713,920
Number of Votes AGAINST 4,140
Number of Abstentions 15,568
ITEM 5. NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
Exhibit Number
- --------------
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K:
Form 8-K, filed June 3, 1999 (Item 5).
12
<PAGE>
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: August 16, 1999 -------------------------------
Sidney D. Rosenblatt
(Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary)
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 8,703,768
<SECURITIES> 1,008,184
<RECEIVABLES> 104,584
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,143,934
<PP&E> 301,560
<DEPRECIATION> 79,097
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0
2,000
<COMMON> 131,686
<OTHER-SE> 9,910,112
<TOTAL-LIABILITY-AND-EQUITY> 10,583,567
<SALES> 186,965
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<CGS> 0
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<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,334,057)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,334,057)
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<CHANGES> 0
<NET-INCOME> (2,271,860)
<EPS-BASIC> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
