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As filed with the Securities and Exchange Commission on November 30, 2000
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UNIVERSAL DISPLAY CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania 3575 23-2372688
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification No.)
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375 Phillips Boulevard
Ewing, New Jersey 08618
(609) 671-0980
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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SHERWIN I. SELIGSOHN
Chief Executive Officer and Chairman of the Board
Universal Display Corporation
375 Phillips Boulevard
Ewing, New Jersey 08618
(609) 671-0980
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
STEPHEN M. GOODMAN, ESQ.
Morgan, Lewis & Bockius LLP
1701 Market Street
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. |_|
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
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Common Stock to be 1,352,896 $13.6875 $18,517,764 $4,889(1)
offered by selling
shareholders
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(1) Fee calculated in accordance with Rule 457(c) of the Securities Act of 1933,
as amended. Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices per share of the Registrant's
common stock on November 28, 2000, as reported on the Nasdaq National Market
System.
The Registrant hereby amends this Registration Statement 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 Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION, DATED November 30, 2000
(PROSPECTUS)
1,352,896 Shares
UNIVERSAL DISPLAY CORPORATION
Common Stock
The shareholders of Universal Display Corporation identified in this
prospectus under "Selling Shareholders," or their donees or pledgees, are
offering up to 1,352,896 shares of our common stock for resale to the public.
The selling shareholders will be selling shares of common stock (a) that they
own or will acquire from us in the future and (b) that they can acquire by
exercising warrants that they own or will acquire from us in the future.
We will not receive any proceeds from the resale of shares of our
common stock by the selling shareholders. We are paying the expenses of this
offering.
The primary market for our common stock is the Nasdaq National Market
System, where it trades under the symbol "PANL." Our common stock is also traded
on the Philadelphia Stock Exchange under the symbol "PNL." On November 28, 2000,
the last reported sale price of our common stock on the Nasdaq National Market
System was $13.5625 per share.
An investment in our common stock involves significant risks. You
should carefully consider the risk factors described on pages 5 to 9 before
investing in our common stock.
The Securities have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have they determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may change. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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The date of this Prospectus is ________, 2000
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TABLE OF CONTENTS
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Page
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Cautionary Statement Concerning Forward-Looking Statements................................................1
Universal Display Corporation.............................................................................2
Risk Factors..............................................................................................5
The Offering ............................................................................................10
Use of Proceeds..........................................................................................10
Selling Shareholders.....................................................................................10
Plan of Distribution.....................................................................................11
About this Prospectus....................................................................................12
Where You Can Find More Information......................................................................12
Legal Opinion............................................................................................13
Experts..................................................................................................13
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CAUTIONARY STATEMENT
CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve a
number of risks and uncertainties. For such statements, we claim the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. A number of factors could cause our
actual results, performance or achievements or those of the display technology
industry to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
factors include, but are not limited to:
o competition in the display technology industry in general and
in our specific target markets;
o changes in prevailing interest rates and the availability of
and terms of financing to fund the growth of our business;
o inflation;
o changes in costs of goods and services;
o economic conditions in general and in our specific target
markets;
o changes in consumer preferences and tastes;
o demographic changes;
o changes in, or failure to comply with, federal, state, local
or foreign government regulation;
o liability and other claims asserted against us;
o changes in our commercialization strategy;
o the ability to attract and retain qualified personnel;
o changes in our capital expenditure plans; and
o other factors referred to in this prospectus
In addition, the forward-looking statements included in this prospectus
are not meant to predict future events or circumstances and may not be realized.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seek," "pro forma," "anticipates," "intends," or "potential" or the
negative of, or any other variations on, those terms or comparable terminology,
or by discussion of strategy or intentions. Given these uncertainties,
prospective investors are cautioned not to place undue reliance on these
forward-looking statements. We disclaim any obligation to update these factors
or to announce the results of any revisions to any of the forward-looking
statements contained in this prospectus publicly to reflect future events or
developments.
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UNIVERSAL DISPLAY CORPORATION
This is a summary of information appearing elsewhere in this
prospectus. This summary does not contain all of the information you should
consider before investing in our common stock. This summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed
information and financial statements, including the notes to the financial
statements, appearing elsewhere in this prospectus or in our annual and
quarterly reports and other filings with the Securities and Exchange Commission.
References in this prospectus to "we," "us" and "our" refer to Universal Display
Corporation, together with its wholly-owned subsidiary, UDC, Inc.
Our Company
Universal Display Corporation is engaged in the research, development
and commercialization of organic light emitting diode, or OLED, technology for
use in flat panel displays, lasers and light generating devices. We expect the
initial market for our technology to be in the electronic flat panel display
industry. This industry includes such products as:
o cellular phone displays;
o portable personal digital assistants and Internet access-type
devices;
o laptop computers; and
o television and computer monitors.
Stanford Resources, Inc. estimated the size of the electronic display
market to be approximately $41 billion in 2000. The flat panel part of this
market is approximately $17 billion in 2000.
We have the exclusive, perpetual, worldwide license to commercialize
all OLED technology, intellectual property and know-how developed by Princeton
University and the University of Southern California, subject to the terms of
our Sponsored Research Agreement and License Agreement with those universities.
To date, 34 patents have been issued in the United States. Approximately 40
patent applications (with corresponding foreign protection) have been filed, and
additional patents are being filed monthly. We have also obtained a license,
with rights to sublicense, to 70 US patents, approximately 4 US patent
applications, and additional foreign patents related to OLED technology owned by
Motorola, Inc.
Our OLED Technology
Organic light emitting diodes are made of material containing a
carbon-based substance that has the capability to emit light when electric
current is passed through it. We, in collaboration with our research and
development partners, are working towards commercializing innovative OLED
technology, including the following six proprietary OLED technology platforms
o TOLED Technology: Our transparent OLED can be used to create
transparent displays for information displays on windshields,
cockpit displays on aircraft and head mounted displays. TOLEDs can
also be used in numerous portable electronic applications because
of their bright colors, high contrast, low power requirements and
top emission characteristics.
o SOLED Technology: Unlike traditional side-by-side display
architecture, which places the red, green and blue picture
elements, or pixels, horizontally next to each other, our stacked
OLED stacks the red, green and blue pixels vertically on top of
each other. Thus, to display green in the conventional
architecture, you turn off the red and blue pixels, leaving spaces
between each of the illuminated green pixels. In SOLED, to display
green, you turn off the red and blue sections of the stacked pixel
component. The stacked architecture of the SOLED may increase the
resolution of the display by a factor of three.
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o FOLED Technology: Unlike conventional displays, our flexible OLEDs
can be built on flexible materials such as plastic. We believe that
such displays will be lighter in weight and will have lower power
requirements. The FOLED also may provide the opportunity to apply
low cost roll to roll (web processing) technologies to display
fabrication, which can reduce the cost, and therefore expand the
market, of electronic flat panel displays.
o Organic Laser Technology: We and our research partners are
attempting to develop a fourth technology platform based upon the
ability to fabricate an organic laser utilizing OLED technology. In
the September 25, 1997 issue of Nature, our research partners
announced what they believed to be the first evidence of lasing
from vacuum deposited thin films of organic molecules. We believe
this is a significant first step towards the realization of
electrically pumped, solid-state lasers based on organic thin
films.
o High Efficiency Materials: A fifth technology platform respects the
use of molecules that emit light through the process of
phosphorescence. This class of molecules has the potential for
higher efficiency, lower power and longer lifetimes than
conventional OLED technology which involves the emission of light
through the process of fluorescence. We and our research partners
first announced this discovery in the September 10,1999 issue of
the scientific journal, Nature.
o Organic Vapor Phase Deposition: A sixth technology platform
involves the use of a carrier gas stream in a hot walled reactor at
low vacuum to precisely deposit the thin layers of organic
materials used in OLED displays. Conventional OLED fabrication
equipment evaporates the organic molecules at high vacuum. We have
entered into a Development and License Agreement with Aixtron AG, a
German company that manufactures precision semiconductor production
equipment for LED's, to further develop, commercialize and produce
manufacturing equipment for OLEDs based on this technology.
Our Research Partners
Princeton and USC have been performing research on OLED technology for
many years, and have continued that research for us since 1994. The sponsored
research agreement between us and our research partners, which was originally
executed in 1994, was extended in 1997 for five additional years and is subject
to further extension by mutual agreement.
Key members of our research team include Dr. Stephen Forrest at
Princeton and Dr. Mark R. Thomson at USC. There are approximately 20 researchers
at Princeton and USC who are engaged in OLED research.
Our Commercialization Strategy
Our approach to developing technology and penetrating the electronic
display market has four major components:
o We are continuing to fund our research partners under the current
sponsored research agreement and to obtain the worldwide exclusive
rights to all intellectual property invented in the project.
o We are working on the development of reliable commercial prototypes
and the optimization of the fabrication processes. In 1999, we
moved into an 11,000 square foot space near Princeton, New Jersey
to serve as a pilot line facility and technology transfer center.
o We have entered into Agreements with an Equipment manufacturer,
Aixtron AG; and an organic materials developer and supplier, PPG
Industries, Inc., to further develop and commercialize our
technology, and potentially obtain royalties from the sales of
certain equipment and revenues from the sales of certain materials
to OLED manufacturers.
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o We intend to license our proprietary OLED technology and enter into
joint ventures and other strategic alliances with experienced
manufacturers and users of display products for the volume
manufacture, distribution and sale of products based upon this
technology. We do not presently intend to become a volume
manufacturer.
Our Development Partners
We have entered into agreements with three companies:
o Effective October 1, 2000, the Company entered into a Development and
License Agreement with PPG Industries, Inc. (PPG) to leverage our OLED flat
panel display technology with PPG's expertise in organic materials
development and manufacturing. A team of PPG scientists and engineers will
assist us in developing and commercializing our proprietary OLED system.
Present staffing levels will provide the full time services of 7 PPG
employees, plus managerial services. Based upon current staffing levels, we
anticipate issuing to PPG approximately 110,000 shares annually for the
period from January 1, 2001 through December 31, 2005. In addition, we
anticipate issuing to PPG annually warrants to purchase up to an additional
110,000 shares of our common stock over the period from January 1, 2001
through December 31, 2005. The amount of equity to be obtained by PPG under
the agreements is subject to adjustment under certain circumstances. PPG's
services have an estimated value of approximately $11 million. PPG also has
the right to request that we grant royalty bearing licenses to PPG for use
of our OLED technology in certain applications.
We also entered into a Supply Agreement with PPG whereby PPG will be the
exclusive supplier of our proprietary materials through December 31, 2007.
PPG will sell the materials to us and we will resell them to OLED
manufacturers.
o Effective September 29, 2000 we entered into a License Agreement with
Motorola, Inc., whereby we obtained the rights, with the right to
sublicense, to 70 US patents, 4 pending US patents, and certain foreign
patents, of Motorola, Inc., related to OLEDs. Our Agreement with Motorola
also includes the opportunity to meet with their product development group,
although there are no assurances that Motorola, Inc. will purchase any
products from the Company or it's licensees, or use any of the Company's
technology in their products. In connection with the rights granted to the
Company under the Agreements, we issued to Motorola 200,000 shares of
common stock, 300,000 shares of Convertible Preferred Stock (each share
convertible into one share of common stock, subject to adjustment under
certain circumstances, and vesting 75,000 shares per year), and Warrants to
purchase an additional 150,000 shares
o Effective July 19, 2000 we entered into a Development and License Agreement
with Aixtron AG of Germany to further develop and commercialize
manufacturing equipment for OLEDs based on a proprietary UDC technology
called Organic Vapor Phase Deposition (OVPD). Aixtron AG is a world leader
in the production of Manufacturing Equipment for LED's using MOCVD
(Metal-organic chemical vapor deposition) technology. Under the Agreement
UDC and Aixtron will engage in a joint development program to commercialize
OVPD equipment. Aixtron has the exclusive license to produce equipment
based on this technology and UDC will receive a royalty from the sale of
the Equipment.
Executive Offices
Our executive offices are located at 375 Phillips Boulevard, Ewing, New
Jersey 08618. Our phone number is (609) 671-0980. Our web site can be found at
www.universaldisplay.com.
4
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RISK FACTORS
An investment in our common stock involves a high degree of risk. In
addition to the other information contained in this prospectus, you should
carefully consider the following risk factors before making an investment
decision concerning our common stock. You should not purchase our common stock
if you cannot afford the loss of your entire investment.
We do not expect to be profitable in the foreseeable future, and may never be
profitable.
Since inception, we have not generated any product revenues, and have
incurred significant losses, resulting in an accumulated deficit of
approximately $24.5 million, as of September 30, 2000. We expect to incur losses
for the foreseeable future and until such time, if ever, as we are able to
achieve sufficient levels of revenue from the commercial exploitation of the
OLED technology to support our operations. You should note, however, that:
o OLED technology may never become commercially viable;
o markets for flat panel displays utilizing the OLED technology may
be limited; and
o we may never generate sufficient revenues from the commercial
exploitation of the OLED technology to become profitable.
Additionally, even if we find commercially viable applications for our OLED
technology, we may never recover our research and development costs.
If we do not receive additional financing in the future, we will not be able
continue the research, development and commercialization of our OLED technology.
Our capital requirements have been and will continue to be significant.
The completion of the research, development and commercialization of the OLED
technology for potential applications will require significant additional effort
and resources. Our cash on hand is not sufficient to meet all of our future
obligations. When we need additional funds, such funds may not be available on
commercially reasonable terms or at all. If we cannot obtain more money when we
need it, our business might fail. Additionally, if we attempt to raise money in
an offering of our common stock, the issuance of additional stock will dilute
our then existing shareholders.
If our OLED technology is not feasible for product applications, we may never
generate significant revenues.
At this time, we are unable to determine the feasibility of our OLED
technology for the commercial viability of any potential applications. We must
make substantial advances in our research and development efforts in a number of
areas including:
o reliability;
o the development of more fully saturated colors for full color
displays;
o integration with drive electronics; and
o issues related to scalability and cost effective fabrication
technologies for product applications
before products utilizing the OLED technology are manufactured and sold. The
development of an electrically pumped laser is also necessary before products
based on the organic laser research are manufactured and sold. Our efforts may
never demonstrate the feasibility of our OLED technology, particularly for use
in full color, large area, high resolution, high information content flat panel
display applications.
Our 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, without limitation, unanticipated technical or other
problems and the possible insufficiency of the funds allocated to complete its
development. Technical problems may result in delays and cause us to incur
additional expenses that would increase our losses. If we cannot complete our
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research and development of the OLED technology successfully, or if we
experience delays in completing our research and development of the OLED
technology for use in potential applications, particularly after the occurrence
of significant expenditures, our business may fail.
Even if our technology is technically feasible, it may not be accepted by the
market.
The potential size, timing and viability of market opportunities
targeted by us are uncertain at this time. Market acceptance of the OLED
technology will depend, in part, upon such technology providing benefits
comparable to CRT and LCD technology (the current standard for display quality)
at an appropriate cost, and its adoption by consumers, neither of which have
been achieved. Many potential licensees of the OLED technology manufacture flat
panel displays utilizing competing technologies and may, therefore, be reluctant
to redesign their products or manufacturing processes to incorporate the OLED
technology. Potential licensees may never utilize the commercially viable OLED
technology.
If our research partners fail to make advances in their research, or if they
terminate their relationship with us, we might not succeed in commercializing
our OLED technology.
Research and development of commercially viable applications for OLED
technology is dependent on the success of the research efforts of our research
partners conducted under our sponsored research agreement with them. We cannot
assure you that our research partners will make additional advances in the
research and development of the OLED technology.
Although we fund the OLED technology research, the scope of and
technical aspects of the research as well as the resources and efforts directed
to such research is subject to the control of our research partners. Our
sponsored research agreement provides that if Dr. Forrest is unavailable to
continue to serve as a principal investigator, either because he is no longer
associated with Princeton or otherwise, and a successor acceptable to both us
and Princeton is not available, Princeton has the right to terminate the
sponsored research agreement. The 1997 sponsored research agreement, which
expires in July 2002, may not be extended. The termination or expiration of the
sponsored research agreement or the 1997 license agreement would materially and
adversely affect our ability to research, develop and commercialize our OLED
technology.
If we cannot form strategic relationships with companies that manufacture and
use products that incorporate our OLED technology, our commercialization
strategy will fail.
Our strategic plan depends upon the development of strategic
relationships with companies that will manufacture and use products
incorporating its OLED technology. We have not yet entered into any such
strategic relationships, although we have entered into a Development and
Licensing Agreement with Aixtron AG to develop and commercialize a new type of
production equipment for OLEDs based upon our proprietary technology. Our
agreement with Motorola also includes the opportunity to meet with their product
development group, although there are no assurances that Motorola will purchase
any products from UDC or its licensees. Our agreements with PPG provide us with
the capability to sell chemicals to our licensees. In December, 1999, we moved
into a new facility which includes a prototype pilot line and technology
transfer facility to accelerate the development and commercialization of our
technology, We cannot assure you that such a facility will allow us to enter
into such strategic relationships.
Our prospects will be significantly affected by our 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. Strategic alliances may require financial or other
commitments by us. We might not 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 us.
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If we cannot protect our intellectual property rights, or if our technology
infringes the rights of others, our business will suffer.
Our rights to the OLED technology are dependent on patents and other
intellectual property rights relating to the OLED technology that are licensed
to us by Princeton and USC. Thirty-four U.S. patents have already been issued,
approximately 40 additional patent applications are pending in the United States
and corresponding international patent applications have been filed to cover the
major industrial countries. However, there can be no assurance that additional
patents applied for will be obtained or that any such patents will afford us
commercially significant protection of our OLED technology, or will be found
valid if challenged. In connection with our license agreement with Motorola,
Inc., we have obtained a license to 70 additional OLED-related U.S. patents, 4
patent applications, related foreign patents and applications, and the right to
sublicense this technology.
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 afforded. Older companies and institutions may independently develop
equivalent or superior technologies and may obtain patent or similar rights with
respect thereto. There are a number of other companies and organizations that
have been issued patents and are filing additional patent applications relating
to OLED technology, including Eastman Kodak Corporation, which holds a number of
patents related to OLED technology. There can be no assurance that the exercise
of some aspects of our licensing rights respecting its OLED technology being
developed by Princeton and USC or those licensed from Motorola, Inc. will not
infringe on the patents of others, in which event we or our research partners
may be required to obtain a license, pay damages, modify their products or
method of operation or be prohibited from making, using, selling or offering to
sell some or all products incorporating our OLED technology. We also might not
have the financial or other resources necessary to enforce or defend a patent
infringement action, and the licensors of our licensed technology might not
enforce an action in a timely manner. If products incorporating our OLED
technology are found to infringe upon the patent or other intellectual property
rights of others, it could have a material adverse effect on us.
The federal government has rights to our OLED technology that might prevent us
from realizing its benefits.
The United States government, through the Defense Advanced Research
Projects Agency, has provided funding to Princeton and us for research
activities related to certain aspects of its OLED technology. The federal
government could obtain rights to this technology, which would affect our rights
as follows:
o If all or certain aspects of the OLED technology develop from our
funding to Princeton, and those aspects are deemed to fall within
the planned and committed activities of DARPA's funding, the
federal government, pursuant to federal law, could have certain
rights relating to the OLED technology.
o If the federal government determines that we have not taken
effective steps to achieve practical application of such technology
in a field of use in a reasonable time, it may require us to grant
licenses to other parties in any such field of use.
o The federal government could restrict our ability to market the
OLED technology to the federal government for military and other
applications.
o The federal government's continued funding of ours and Princeton's
research activities may also give it rights to aspects of the OLED
technology developed in the future.
If so, we might not realize the benefits of that technology.
Because many of our competitors have better name-recognition, and greater
financial, technical, marketing and research capabilities than us, we may never
be able to compete successfully in the flat panel display industry.
The flat panel display industry is characterized by intense
competition. The market is currently, and will likely continue to be, dominated
by products utilizing LCD technology. Numerous companies are making substantial
investments in, and conducting research to improve characteristics of, LCD
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technology. Several other flat panel display technologies have been, or are
being, developed, including field emission, inorganic electroluminescence,
polymeric light emitting diode, gas plasma and vacuum fluorescent displays. In
addition, other companies are engaged in research and development activities
with respect to technology using OLEDs. Advances in LCD technology or any of
these developing technologies may overcome their limitations or become the
leading technology for flat panel displays, either of which could limit the
potential market for flat panel displays utilizing the Company's OLED
technology.
Substantially all of these competitors have better name recognition and
greater financial, technical, marketing, personnel and research capabilities
than us. Our competitors may succeed in developing technologies and applications
that are more cost-effective or have fewer display limitations than our OLED
technology. We may never be able to compete successfully or develop commercial
applications for our OLED technology.
If we cannot keep our key employees or hire other talented persons as we grow,
our business might not succeed.
Our performance is substantially dependent on the continued services of
senior management and other key personnel, and its ability to offer competitive
salaries and benefits to its employees. We do not have employment agreements
with any of our management or key personnel. Additionally, competition for
highly skilled technical, managerial and other personnel is intense. We might
not be able to attract, hire, train, retain and motivate the highly skilled
managers and employees we need to be successful. If we fail to attract and
retain the necessary technical and managerial personnel, we will suffer and
might fail.
We can issue shares of preferred stock that can adversely affect your rights as
a shareholder.
Our articles of incorporation authorize us to issue up to 5,000,000
shares of preferred stock with designations, rights and preferences determined
from time-to-time by our board of directors. Accordingly, our board is
empowered, without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights superior to those of our common
shareholders. For example, an issuance of shares of preferred stock could:
o adversely affect the voting power of the common shareholders;
o make it more difficult for a third party to gain control of us;
o discourage bids for our common stock at a premium; or
o otherwise adversely affect the market price of the common stock.
Our board has designated and issued (a) 200,000 shares of Series A Preferred
Stock, all of which are held by an entity controlled by Sherwin Seligsohn and
(b) 300,000 shares of Series B Convertible Preferred Stock, which shares are
convertible into shares of our common stock in accordance with our articles of
incorporation. We may issue additional shares of our authorized preferred stock
at any time in the future.
The market price of our common stock might be highly volatile.
The market price of our common stock might be highly volatile, as has
been the case with the securities of other emerging growth companies. Factors
such as:
o our operating results;
o announcements by us or our competitors of technological
developments, new product applications or license arrangements; and
o other factors affecting the flat panel display industry generally
may have a significant impact on the market price of our common
stock.
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 small and emerging-growth companies.
If our shares are delisted, you might not be able to sell your investment in our
company.
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Our common stock is listed on the Nasdaq National Market System. To
continue to be listed on that market, however, we must maintain, with certain
exceptions, maintenance criteria, including:
o specified levels for total assets;
o market value of the public float;
o total capital and surplus; and
o a minimum bid price per share.
The failure to meet such maintenance criteria in the future may result in the
delisting of our common stock from the Nasdaq National Market System.
Thereafter, trading, if any, in our common stock would be conducted in the
non-Nasdaq over-the-counter market. As a result of such delisting, you could
find it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, our common stock.
If we are delisted, trading in our common stock may become subject to additional
regulation that could further limit the liquidity of your investment.
In addition, if our common stock were to become delisted from trading
on Nasdaq and the trading price of the common stock were to remain below $5.00
per share, trading in the common stock would also be subject to the requirements
of additional rules under the Exchange Act. These rules require additional
disclosure by broker-dealers in connection with any trades involving 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
so-called penny stock transaction, of a disclosure schedule explaining the penny
stock market and the risks associated with it, and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors. 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 our common stock, which
could severely limit the market liquidity of your investment.
This offering, as well as the issuance of other publicly traded shares, could
drive our stock price down.
Following the effectiveness of our registration statement, the shares
of common stock offered by the selling shareholders will become freely salable
in the public market. Although the sale of these additional shares to the public
might increase the liquidity of our shareholders' investments, the increase in
the number of shares available for public sale could drive the price of our
common stock down, thus reducing the value of your investment and perhaps
hindering our ability to raise additional funds in the future. To the extent
other restricted shares become freely salable, whether through an effective
registration statement or under Rule 144 of the Securities Act, or we issue
additional shares that might be or become freely salable, you could expect our
stock price to decrease.
9
<PAGE>
THE OFFERING
Of the 1,352,896 shares of our common stock being offered by the
selling shareholders, 1,152,896 are being offered by PPG. Of these shares,
26,448 shares of common stock were issued as nonrefundable initial consideration
for the services furnished to us by PPG pursuant to a development and license
agreement for the period from October 1, 2000 through December 31, 2000. For
this same period, we will also issue to PPG in February 2001 a warrant to
purchase 26,448 shares of common stock at an exercise price of $24.28, which
warrant is exercisable upon issuance and will remain exercisable for a 7 year
period from date of issuance. In addition, as consideration for the services to
be furnished to us by PPG for the annual periods from January 1, 2001 through
December 31, 2005, based upon current staffing levels, we anticipate issuing to
PPG, annually, 110,000 shares of our common stock and warrants to purchase
110,000 shares of our common stock.
o Up to 550,000 shares of common stock that will be issued by us to
PPG over the period from January 1, 2001 through December 31, 2005
as consideration for the services to be furnished to us by PPG, and
o Up to 550,000 shares of common stock that will be issued by us from
time to time upon PPG's exercise of warrants to purchase shares of
common stock.
Of the remaining shares being offered, 50,000 shares are being offered
by PDLD, Inc. and 150,000 shares are being offered by Paradigm Group. We issued
PDLD 50,000 shares of our common stock in connection with the license by us of a
patent to Aixtron, which shares are allocated among PDLD, a certain group, and
certain individuals. We issued Paradigm warrants to purchase up to 150,000
shares of our common stock at an exercise price of $21.60 which are exercisable
until September 29, 2007.
The selling shareholders pursuant to this prospectus may sell the
shares of common stock offered for resale in a secondary offering. Under the
terms of the transactions described above, we are contractually required to
register all of the shares of common stock that are described above.
USE OF PROCEEDS
The selling shareholders will receive the proceeds from the resale of
the shares of common stock. We will not receive any proceeds from the resale of
the shares of common stock by the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of shares of common stock by the selling shareholders as of November
28, 2000, and the number of shares of common stock covered by this prospectus.
We have entered into a development and license agreement with the
selling shareholder described under "Universal Display Corporation - Subsequent
Developments" in this prospectus, pursuant to which certain of the securities
listed below were initially issued to such selling shareholder in a private
placement.
10
<PAGE>
Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. The shares of common stock subject to options or warrants currently
exercisable or exercisable within 60 days of November 28, 2000 are deemed
outstanding and to be beneficially owned by the selling shareholders holding
such options or warrants.
<TABLE>
<CAPTION>
Beneficial Ownership
After Resale of Shares
---------------------------
Number of Maximum
Shares Number of
Name of Beneficially Shares Being Number of
Selling shareholders Owned Offered Shares Percent (1)
-------------------- ----- ------- ------ -----------
<S> <C> <C> <C> <C> <C>
PPG Industries, Inc. (2) 26,448 1,152,896 0 0
PDLD, Inc. (3) 46,662 46,662 0 0
Trustees of Princeton University (3) 1,669 1,669 75,000 *
Paul E. Burrows (3) 75,695 695 0 0
Stephen Forrest (4) 160,695 695 160,000 1.0
Jeffrey Schwartz (3) 279 279 0 0
Paradigm Group, LLC (5) 150,000 150,000 0 0
------- ---------
Totals 461,448 1,352,896 235,000 0
---------
</TABLE>
-------------
*Less than 1%.
(1) Based on 15,853,967 shares outstanding as of November 10, 2000.
(2) Includes:
o 26,448 shares of common stock,
o 26,448 shares of common stock that may be acquired upon exercise of
a warrant that will be issued in February 2001,
o Up to 550,000 shares of common stock that will be issued by us to
PPG from time to time, and
o Up to 550,000 shares of common stock that will be issued by us from
time to time upon PPG's exercise of warrants to purchase shares of
common stock.
(3) Allocated portion of 50,000 shares of common stock issued to PDLD, Inc.
(4) Allocated portion of 50,000 shares of common stock issued to PDLD, Inc.
Dr. Forrest is a member of our Scientific Advisory Board and one of our
principal researchers.
(5) Consists of 150,000 shares of common stock that may be issued by us
from time to time upon Paradigm Group's exercise of warrants to
purchase shares of common stock.
PLAN OF DISTRIBUTION FOR THE RESALE OF THE SHARES
The selling shareholders, including any donees or pledgees who receive
shares from the selling shareholders, may, from time to time, sell all or a
portion of the shares of common stock on any market upon which the common stock
my be quoted, in privately negotiated transactions or otherwise, at fixed prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. The selling shareholders
may sell the shares of common stock by one or more of the following methods,
without limitation:
o block trades in which the broker or dealer so engaged will attempt
to sell the shares of common stock as agent, but may partition and
resell a portion of the block as principal to facilitate the
transaction;
o purchases by the broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of the
exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o negotiated transactions or otherwise, including an underwritten
offering;
o market sales (both long and short to the extent permitted under the
federal securities laws);
o in connection with short sales of the shares of Common Stock;
o in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options, if
permitted under the securities laws, and
o a combination of any of these methods of sale.
11
<PAGE>
In effecting sales, brokers and dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling shareholders or,
if any such broker-dealer acts as agent for the purchaser of such shares, from
such purchaser, in amounts to be negotiated. These commissions or discounts may
exceed those customary in the types of transactions involved. Broker-dealers may
agree with the selling shareholders to sell a specified number of shares of
common stock at a stipulated price per share, and, to the extent such
broker-dealer is unable to do so acting as agent for the selling shareholders,
to purchase as principal any unsold shares of common stock at the price required
to fulfill the broker dealer commitment to the selling shareholders.
Broker-dealers who acquire shares of common stock as principal may thereafter
resell such shares of common stock form time to time in transactions (which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) at prices and on terms
then prevailing at the time of sale, at prices then related to then-current
market price or in negotiated transactions. In connection with such resales,
broker-dealers may pay to or receive from the purchasers of shares of common
stock commissions as described above. The selling shareholders may also sell the
shares of common stock in accordance with Rule 144 under the Securities Act of
1933 (the "Securities Act") rather than pursuant to this prospectus.
The selling shareholders and any broker-dealers or agents that
participate with the selling shareholders in sales of the shares of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with those sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
From time to time, the selling shareholders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements with
their brokers. Upon default by a selling shareholders, the broker may offer and
sell such pledged shares of common stock from time to time. Upon a sale of the
shares of common stock, the selling shareholders intend to comply with the
prospectus delivery requirements under the Securities Act by delivering a
prospectus to each purchaser in the transaction. We intend to file any
amendments or other necessary documents in compliance with the Securities Act
that may be required in the event the selling shareholders defaults under any
customer agreement with brokers.
We are required to pay all fees and expenses incident to the
registration of the shares of common stock. We have agreed to indemnify the
selling shareholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares by the
selling shareholders will be borne by the selling shareholders. The selling
shareholders may agree to indemnify brokers, dealers or agents that participate
in sales by the selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.
ABOUT THIS PROSPECTUS
You should only rely on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. The information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information we file at the SEC's public
reference rooms located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
12
<PAGE>
D.C. 20549, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661 and 7 World Trade Center, Suite 1300, New York, NY 10048. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public from commercial document retrieval
services and at the web site maintained by the SEC at "http://www.sec.gov."
We have filed a Registration Statement on Form S-3, of which this
prospectus forms a part, to register the resale of the shares with the SEC. As
allowed by SEC rules, this prospectus does not contain all the information you
can find in the Registration Statement or the exhibits to the Registration
Statement.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have previously
filed with the SEC. These documents contain important information about us, our
business and our finances.
The documents that we are incorporating by reference are:
o Our Annual Report on Form 10-K for the year ended December 31,
1999, as amended;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
o Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000;
o Our Quarterly Report on Form 10-Q for the quarter ended September
30, 2000; and
o The description of our common stock that is contained in our
Registration Statement on Form SB-2 filed with the SEC on June 30,
1999, as amended August 25, 1999.
Any documents which we file pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus but before the end
of any offering of securities made under this prospectus will also be considered
to be incorporated by reference.
If you request, either orally or in writing, we will provide you with a
copy of any or all documents which are incorporated by reference. We will
provide such documents to you free of charge, but will not include any exhibits,
unless those exhibits are incorporated by reference into the document. You
should address written requests for documents to Sidney D. Rosenblatt, Executive
Vice President, Chief Financial Officer, Treasurer and Secretary, Universal
Display Corporation, 375 Phillips Boulevard, Ewing, New Jersey 08618.
LEGAL OPINION
Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, will pass on the
validity of the shares.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus and elsewhere in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and is incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said reports.
13
<PAGE>
================================================================================
1,352,896 Shares
UNIVERSAL DISPLAY CORPORATION
Common Stock
---------------
PROSPECTUS
---------------
__________, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses payable by the Registrant in connection
with the issuance and distribution of the securities being registered are as
follows:
SEC Registration fee $ 4,889
Transfer agent and registrar fees $ 1,500
Printing and engraving fees $ 5,000
Legal fees $15,000
Blue Sky fees and expenses $ 5,000
Accounting fees $ 5,000
Miscellaneous $ 5,000
-------
Total $41,389
The selling shareholders described in the prospectus included herewith will not
pay any of the expenses of this offering.
Item 15. Indemnification of Directors and Officers
Chapter 17, Subchapter D of the Pennsylvania Business
Corporation Law of 1988, as amended (the "PBCL") contains provisions permitting
indemnification of officers and directors of a business corporation in
Pennsylvania.
Sections 1741 and 1742 of the PBCL provide that a business
corporation may indemnify directors and officers against liabilities and
expenses they may incur as such in connection with any threatened, pending or
completed civil, administrative or investigative proceeding, provided that the
particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.
Section 1743 of the PBCL provides that the corporation is
required to indemnify directors and officers against expenses they may incur in
defending actions against them in such capacities if they are successful on the
merits or otherwise in the defense of such actions.
Section 1746 of the PBCL grants a corporation broad authority
to indemnify its directors and officers for liabilities and expenses incurred in
such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 of the PBCL permits a corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Chapter 17
Subchapter D of the PBCL.
II-15
<PAGE>
The Registrant'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 Registrant (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 Registrant or, at the request of the
Registrant, 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 Registrant's Bylaws authorize the Registrant to take steps
to ensure that all persons entitled to indemnification are properly indemnified,
including, if the Board of Directors so determines, purchasing and maintaining
insurance.
Item 16. List of Exhibits
The exhibits filed as part of this registration statement are as follows:
Exhibit
Number Description
------ -----------
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 hereto).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included as part of the signature page
hereof).
Item 17. Undertakings
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To 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 the 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) if, 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) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
II-16
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(c) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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 public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(d) That,
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective;
and
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned thereunto duly authorized, in Ewing, New
Jersey, on November 30, 2000.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Sidney D. Rosenblatt
--------------------------
Sidney S. Rosenblatt
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Steven
V. Abramson and Sidney D. Rosenblatt, and each of them acting alone, his or her
true and lawful attorney-in-fact, with full power of substitution, to execute
and cause to be filed with the securities and exchange commission pursuant to
the requirements of the securities act of 1933, as amended, any and all
amendments and post-effective amendments to this registration statement, and
including any registration statement for the same offering that is to be
effective upon filing pursuant to rule 462(b) under the securities act, with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or his or her substitute or
substitutes may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chief Executive Officer and Chairman of the November 30, 2000
/s/ Sherwin I. Seligsohn Board (principal executive officer)
------------------------------------
Sherwin I. Seligsohn
President, Chief Operating Officer and November 30, 2000
/s/ Steven V. Abramson Director
------------------------------------
Steven V. Abramson
Executive Vice President, Chief Financial November 30, 2000
Officer, Treasurer, Secretary and Director
/s/ Sidney D. Rosenblatt (principal financial and accounting officer)
------------------------------------
Sidney D. Rosenblatt
Executive Vice President and Director November 30, 2000
/s/ Dean L. Ledger
------------------------------------
Dean L. Ledger
Director November 30, 2000
/s/ C. Keith Hartley
------------------------------------
C. Keith Hartley
Director November 30, 2000
/s/ Elizabeth H. Gemmill
------------------------------------
Elizabeth H. Gemmill
Director November 30, 2000
/s/ Lawrence Lacerte
------------------------------------
Lawrence Lacerte
</TABLE>
II-18
