<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2000
( ) 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.)
375 Phillips Boulevard, Ewing, NJ 08618
---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(609) 671-0980
-----------------------------------------------------------
(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 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 9, 2000, the registrant
had 15,459,852 outstanding 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, 2000 (unaudited) and December 31, 1999 3
Consolidated Statements of Operations - Three months
ended June 30, 2000 and 1999, and inception to June 30, 2000 (unaudited) 4
Consolidated Statements of Operations - Six months
ended June 30, 2000 and 1999 and inception to June 30, 2000 (unaudited) 5
Consolidated Statements of Cash Flows - Six months
ended June 30, 2000 and 1999, and inception to June 30, 2000 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-10
Part II - Other Information
Item 2. Changes in Securities/Use of Proceeds 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K. 12
</TABLE>
<PAGE>
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
(a development-stage company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
(unaudited)
------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (See Note 2) $ 4,088,810 $ 1,558,473
Short-term investments (See Note 2) 3,449,075 4,300,060
Contract research receivables 52,656 267,423
Prepaid consulting fee - 204,677
Other current assets 215,272 248,041
------------ ------------
Total current assets 7,805,813 6,578,674
------------ ------------
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $403,451 and
$123,600 3,965,248 3,679,965
DEPOSITS 39,347 58,211
------------ ------------
Total assets $ 11,810,408 $ 10,316,850
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 476,023 $ 651,837
Accrued expenses 317,177 218,522
------------ ------------
Total current liabilities 793,200 870,359
------------ ------------
CAPITAL LEASES 18,366 20,021
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,
50,000,000 and 25,000,000 shares authorized, 15,192,138
and 13,714,563 issued and outstanding 151,384 137,146
Additional paid-in capital 33,505,409 27,986,667
Deficit accumulated during development-stage (22,659,951) (18,699,343)
------------ ------------
Total shareholders' equity 10,998,842 9,426,470
------------ ------------
Total liabilities and shareholders' equity $ 11,810,408 $ 10,316,850
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY
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, 2000
------------------------------------- ----------------------
2000 1999
------------ ------------
<S> <C> <C> <C>
REVENUE:
Contract research revenue $ 126,746 $ 69,732 $ 1,114,591
------------ ------------ -------------
OPERATING EXPENSES:
Research and development
(See Note 3) 1,452,662 509,732 14,464,293
General and administrative 907,670 1,280,092 10,188,593
------------ ------------ -------------
Total operating 2,360,332 1,789,824 24,652,886
------------ ------------ -------------
Operating loss (2,233,586) (1,720,092) (23,538,295)
------------ ------------ -------------
INTEREST INCOME 81,506 42,098 878,344
------------ ------------ -------------
NET LOSS $ (2,152,080) $ (1,677,994) $ (22,659,951)
============ ============ =============
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.14) $ (.14)
------------ ------------
WEIGHTED AVERAGE SHARES
USED IN COMPUTING BASIC
AND DILUTED NET LOSS PER
COMMON SHARE 15,043,310 12,210,314
------------ ------------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
(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, 2000
------------------------------------- ----------------------
2000 1999
------------ ------------
<S> <C> <C> <C>
REVENUE:
Contract research revenue $ 132,656 $ 186,965 $ 1,114,591
------------ ------------ -------------
OPERATING EXPENSES:
Research and development
(See Note 3) 2,643,197 851,440 14,464,293
General and administrative 1,591,349 1,669,582 10,188,593
------------ ------------ -------------
Total operating expenses 4,234,546 2,521,022 24,652,886
------------ ------------ -------------
Operating loss (4,101,890) (2,334,057) (23,538,295)
------------ ------------ -------------
INTEREST INCOME 141,282 62,197 878,344
------------ ------------ -------------
NET LOSS $ (3,960,608) $ (2,271,860) $ (22,659,951)
============ ============ =============
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.27) $ (.18)
------------ ------------
WEIGHTED AVERAGE SHARES
USED IN COMPUTING BASIC
AND DILUTED NET LOSS PER
COMMON SHARE 14,810,829 12,391,929
------------ ------------
</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, 2000
----------------------------------- ----------------------
2000 1999
------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (3,960,608) $ (2,271,860) $ (22,659,951)
Depreciation 279,851 11,864 403,451
Issuance of Common Stock options and warrants to
non-employees 10,000 -- 775,330
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 214,767 17,357 (52,656)
Other current assets 237,446 119,488 118,054
Deposits 18,864 (40,000) (39,347)
Increase in liabilities:
Accounts payable and accrued expenses (77,159) 178,133 792,900
Payable to related parties -- -- 250,000
------------ ------------ -------------
Net cash used in operating activities (3,276,839) (1,561,798) (16,518,670)
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (457,384) (257,213) (3,809,928)
Purchases of short-term investments (1,745,475) (1,008,184) (17,242,857)
Proceeds from sale of short-term investments 2,596,460 527,502 13,793,782
------------ ------------ -------------
Net cash provided by (used in) investing activities 393,601 (737,895) (7,259,003)
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Common Stock 5,415,230 9,175,080 27,868,138
Principal payments on capital lease (1,655) -- (1,655)
------------ ------------ -------------
Net cash provided by financing activities 5,413,575 9,175,080 27,866,483
------------ ------------ -------------
INCREASE IN CASH AND CASH EQUIVALENTS 2,530,337 6,875,387 4,088,810
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 1,558,473 1,828,381 --
------------ ------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,088,810 $ 8,703,768 $ 4,088,810
============ ============ =============
</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.
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 is also engaged in research, development and commercialization
activities at its 11,000 square foot facility which is leased in Ewing, N.J. The
Company moved its operations to this facility in the fourth quarter of 1999.
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 until December 31, 2000. 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,
2000, the results of operations for the three months and six months ended June
30, 2000 and 1999 and the period from inception (June 17,1994) to June 30, 2000,
and the cash flows for the six months ended June 30, 2000 and 1999 and the
period from inception (June 17, 1994) to June 30,2000. 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-K for the year ended December 31, 1999.
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, 2000 and December 31, 1999, are
classified as short-term investments. At June 30, 2000 and December 31, 1999,
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, 2000 and December 31, 1999, 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 to 7 years for office and lab equipment, furniture and fixtures,
and the lease term for leasehold improvements. Repair and maintenance costs are
charged to expense as incurred. Additions and betterments are capitalized.
NET LOSS PER COMMON SHARE
The Company applies Statement of Financial Accounting Standards No. 128 (SFAS
128), "Earnings per Share" to compute net loss per share. SFAS 128 requires dual
presentation of basic and diluted earnings per share ("EPS") for complex capital
structures on the face of the Statements of Operations. Basic EPS is computed by
dividing net income by the weighted-average number of Common Shares outstanding
for the period. Diluted EPS reflects the potential dilution from the exercise of
conversion of securities into Common Stock.
Options and warrants to purchase Common Stock that were outstanding during the
three month and six month period ended June 30, 2000 and 1999 were 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>
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB101"). The Bulletin draws on existing accounting rules and provides
specific guidance on how those accounting rules should be applied. SAB 101 is
effective for fiscal years beginning after December 15, 1999. The Company is
evaluating SAB 101 and the effect it may have on its financial statements. At
this time, the Company believes that SAB 101 will not have a material impact on
its financial position or results of operations.
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 $22,659,951
at June 30, 2000. 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.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999
The Company had a net loss of $2,152,080 (or $.14 per share) for the quarter
ended June 30, 2000 compared to a loss of $1,677,994 or ($.14 per share) for the
same period in 1999. The increase in the net loss was attributed to increased
research and development costs. The Company earned $126,746 from contract
research revenue in the quarter ended June 30, 2000 compared to $69,732 for the
same period in 1999. The revenue was derived from the following: (1) $8,112 was
derived from a subcontract under a 3 year, $3 million contract Princeton
University received from the Defense Advanced Research Projects Agency (DARPA),
which is substantially complete at this time, (2) an $80,000 milestone payment
was received from a National Science Foundation (NSF)-Phase II contract, (3) and
9
<PAGE>
$38,634 was derived from a Small Business Innovation Research (SBIR) Army
contract. In the same period in 1999, revenue included only the DARPA revenue.
Research and development costs were $1,452,662 for the quarter ended June 30,
2000 compared to $509,732 for the same period in 1999. Research and development
costs were higher in 2000 compared to 1999 primarily because of the commencement
of research and development activities and operations performed at the Company's
new facility and the expansion of the Company's research and development team.
The increase in research and development costs is also attributed to the
increase in patent expenses. In 1999, research and development consisted
primarily of research being performed at Princeton University by employees of
the Company and patent expenses. General and administrative expenses were
$907,670 for the quarter ended June 30, 2000 compared to $1,280,092 for the same
period in 1999. In 1999, general and administrative expenses included an equity
grant to executives of the Company. In 2000, no such grants were made.
Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
The Company had a net loss of $3,960,608 (or $.27 per share) for the six months
ended June 30, 2000, compared to $2,271,860 (or $.18 per share) for the same
period in 1999. The increase is primarily attributed to increased research and
development.
Research and development expenses were $2,643,197 for the six months ended June
30, 2000 compared to $851,440 for the same period in 1999. Research and
development costs were higher in 2000 compared to 1999 primarily because of the
commencement of research and development activities and operations performed at
the Company's new facility and the expansion of the Company's research and
development team. The increase in research and development costs is also
attributed to the increase in patent expenses. In 1999, research and development
consisted primarily of research being performed by Princeton and the Company at
Princeton University by employees of the Company and patent expenses. General
and administrative expenses were $1,591,349 for the six months ended June 30,
2000 compared to $1,669,582 for the same period in 1999.
Liquidity and Capital Resources
As of June 30, 2000, the Company had cash and cash equivalents of $4,088,810 and
short-term investments of $3,449,075 compared to cash and cash equivalents of
$1,558,473 and short-term investments of $4,300,060 at December 31, 1999. In
2000, warrants and options to purchase shares of the Company's Common Stock were
exercised resulting in cash proceeds of $5,415,230. 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 until December 31, 2000. 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.
To date, the Company has not experienced any material Year 2000 issues. The
Company has not spent a material amount of funds on Year 2000 issues, and
currently believes all systems are Year 2000 compliant. The Company will
continue to monitor for any Year 2000 issues.
10
<PAGE>
PART II. - OTHER INFORMATION
ITEM 1. NONE
ITEM 2. Changes in Securities/Use of Proceeds
(a) None
(b) None
(c) None
(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, 2000.
(b) Per Instruction 3 to Item 4 of Form 10-Q, no response 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:
<TABLE>
<CAPTION>
Name Number of Votes For Number of Votes Against
---- ------------------- -----------------------
<S> <C> <C>
Steven V. Abramson 11,104,291 10,945
Lawrence Lacerte 11,104,291 10,945
Elizabeth H. Gemmill 11,104,291 10,945
Dean L. Ledger 11,104,291 10,945
Camille Naffah 11,104,291 10,945
Sidney D. Rosenblatt 11,104,291 10,945
Sherwin I. Seligsohn 11,104,291 10,945
</TABLE>
2. Proposal to increase the number of shares of the Company's
Common Stock subject to the Company's Stock Option Plan to
2,000,000 from 1,600,000. 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 10,847,597
Number of Votes AGAINST 180,366
Number of Abstentions 87,273
3. Proposal to increase the number of authorized shares of Common
Stock under the Company's Articles of Incorporation to
50,000,000 from 25,000,000. 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 10,931,043
Number of Votes AGAINST 138,547
Number of Abstentions 45,646
4. Proposal to approve the appointment of Arthur Andersen LLP as
the Company's independent auditors for the year ending December
31, 2000. 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 11,097,426
Number of Votes AGAINST 7,686
Number of Abstentions 10,124
11
<PAGE>
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:
None to report.
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 14, 2000 -----------------------------
Sidney D. Rosenblatt
(Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary)
