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FORM 10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period
from _____________ to ______________
Commission File Number 1-12031
UNIVERSAL DISPLAY CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2372688
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
375 Phillips Boulevard
Ewing, New Jersey 08618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 671-0980
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.01 per share)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of Common Stock reported by The
Nasdaq Stock Market on March 17, 2000, was approximately $300,039,110. For the
purposes of calculation, all executive officers and directors of the Company and
all beneficial owners of more than 10% of the Company's stock (and their
affiliates) were considered affiliates.
As of March 17, 2000, the Registrant had outstanding 14,888,244 shares of Common
Stock.
Documents Incorporated by Reference
None.
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PRELIMINARY NOTE:
This Form 10-K/A is being filed to report Part III information in lieu of the
incorporation of such information by reference to the Company?s definitive proxy
material for its 2000 Annual Meeting of Shareholders.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Listed below is information concerning the Company's Directors and
Executive Officers. See Item 4 for information concerning Messrs. Seligsohn,
Abramson and Rosenblatt.
<TABLE>
<CAPTION>
<S> <C>
Dean L. Ledger ........................... 51 Mr. Ledger has been a director of the Company since 1995.
From January 1997 until the present and from June 1995 to
November 1995, Mr. Ledger was Executive Vice President of the
Company. From November 1995 to December 1996 he was a
consultant to the Company. Since October 1992, Mr. Ledger has
been Vice President - Corporate Development and a consultant
to ABC.
Camille Naffah............................ 73 Mr. Naffah has been a director of the Company since October
1996. Since 1990, he has been President of Camille Naffah
Enterprises, a holding company for leisure enterprises
including hotels, lounges and restaurants.
Elizabeth H. Gemmill...................... 54 Ms. Gemmill has been a Director of the Company since April
1997. Since March 1999, she has been Managing Trustee of the
Warwick Foundation. From 1988 to March 1999, Ms. Gemmill was
Vice President and Secretary of Tasty Baking Company. Ms.
Gemmill is Chairman of the Board of Philadelphia University and
is on the Boards of American Water Works Company, Inc., Willow
Grove Bancorp, Philadelphia College of Osteopathic Medicine
and Metropolitan YMCA of Philadelphia and vicinity.
Lawrence Lacerte.......................... 47 Mr. Lacerte has been a director of the Company since October
1999. Since July 1998 he has been Chairman and Chief Executive
Officer of Lacerte Technology Inc., a company specializing in
technology and Internet-related ventures. Prior to that time he
was the founder, Chairman and CEO of Lacerte Software, which was
sold to Intuit Corporation in June, 1998. Mr. Lacerte also
serves on the boards of directors of TeraGlobal Communications
Corporation, Citadel Technology, Inc., How2.com, Inc., World point
Interactive, Inc., and Fandom.com, Inc. Mr. Lacerte also serves on
various not-for-profit boards.
</TABLE>
General Information Concerning the Board of Directors and its Committees
The Board of Directors held five meetings during 1999. Each incumbent
director attended at least 75% of the aggregate of all meetings of the Board of
Directors during the period for which he or she was a director and the meetings
of the committees on which he or she served. The Board of Directors has
established an Audit Committee and a Compensation Committee. It has not
established a nominating committee.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires directors and executive officers of the Company and persons or entities
beneficially owning more than 10% of a registered class of the Company's equity
securities to file with the Securities and Exchange Commission reports of
beneficial ownership and reports of changes in beneficial ownership of such
equity securities. Officers, directors and shareholders owning more than 10% of
the Company's equity securities are required by the regulations of the
Securities and Exchange Commission to furnish the Company with copies of all
forms they file under Section 16(a) of the Act. Based solely upon its review of
the copies of such reports and any amendments thereto received by the Company
during the year ended December 31, 1999, all Section 16 (a) filing requirements
applicable to its officers, directors and 10% shareholders were satisfied,
except that Mr. Ledger purchased 5,000 shares of the Company's Common Stock on
February 10, 1999. The Form 4 was filed approximately six months after the
purchase.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation of the Chief
Executive Officer and the other two most highly compensated executive officers
of the Company for services in all capacities to the Company or its subsidiary
for the fiscal year ended December 31, 1999 and the total compensation earned by
such individuals for the Company's two previous fiscal years.
<TABLE>
<CAPTION>
Securities
Year Ended Restricted Underlying All Other
Name and Principal Position December 31, Salary ($) Bonus Stock Options Compensation
--------------------------- ----------- ---------- -------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Sherwin I. Seligsohn.................... 1999 $125,000 $ -- $ -- 30,000 $2,988 (3)
Chairman of the Board 1998 85,000 -- -- 20,000 --
and Chief Executive Officer 1997 85,000 -- -- 25,000 --
Steven V. Abramson...................... 1999 $200,000 $165,256 (1) $362,500 (2) 30,000 $4,657 (4)
President and Chief Operating 1998 180,000 -- -- 120,000 --
Officer 1997 180,000 -- -- 25,000 --
Sidney D. Rosenblatt.................... 1999 $200,000 $165,256 (1) $362,500 (2) 30,000 $5,541 (5)
Executive Vice President, Chief 1998 180,000 -- -- 120,000 --
Operating Officer, Secretary & 1997 180,000 -- -- 25,000 --
Treasurer
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(1) Represent the payroll taxes associated with the stock bonus in (2), paid
by the Company.
(2) On 5/20/99, Steve Abramson and Sidney Rosenblatt were each granted 100,000
shares of restricted Common Stock.
(3) Includes Company contributions to the Company's Simple IRA plan of $1,769,
life and disability insurance premium payments of $1,219.
(4) Includes Company contributions to the Company's Simple IRA plan of $3,000,
life and disability insurance premium payments of $1,657.
(5) Includes Company contributions to the Company's Simple IRA plan of $3,000,
life and disability insurance premium payments of $2,541.
The following table summarizes stock options granted during 1999 to the
persons named in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
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<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term
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Percentage of Total
Options Options Granted to Exercise Expiration
Name Granted Employees In 1999 Price Date 5% 10%
- ----- ------- ----------------- ----- ---- -- ---
<S> <C> <C> <C> <C>
Sherwin I. Seligsohn 30,000 9.35% $ 3.875 10/12/09 $189,359 $301,523
Steven V. Abramson 30,000 9.35% $ 3.875 10/12/09 189,359 301,523
Sidney D. Rosenblatt 30,000 9.35% $ 3.875 10/12/09 189,359 301,523
</TABLE>
The Company does not currently grant any long-term incentives, other than stock
options and warrants, to its executives or other employees. Similarly, the
Company does not sponsor any defined benefit or actuarial plans at this time.
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AGGREGATED FISCAL YEAR END OPTION VALUES
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<CAPTION>
Number of Securities Underlying
Unexercised Options at Fiscal Year Value of Unexercised In-the-Money
End Options at Fiscal Year End
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<S> <C> <C> <C> <C>
Name Exercisable Unexercisable Exercisable Unxercisable
- ---- ----------- ------------- ----------- ------------
Sherwin I. Seligsohn 16,667 13,333 $214,588 $171,662
Steven V. Abramson 16,667 13,333 214,588 171,662
Sidney D. Rosenblatt 16,667 13,333 214,588 171,662
</TABLE>
No options were exercised last fiscal year by any of the persons named in the
Summary Compensation Table.
Employment Agreement
The Company had entered into an employment agreement with Sherwin
Seligsohn on November 1, 1995, which expired on November 1, 1997, to serve as
its Chairman of the Board and Chief Executive Officer. The agreement contained a
provision prohibiting Mr. Seligsohn from competing directly with the Company
during the term of employment and for a period of two years thereafter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 17, 2000, certain
information regarding the beneficial ownership of shares of Common Stock: (i) by
each director of the Company, (ii) by each person who is known by the Company to
beneficially own 5% or more of the outstanding shares of Common Stock, (iii) by
each executive officer of the Company named in the Summary Compensation Table
included elsewhere herein, and (iv) by all of the Company's executive officers
and directors as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percentage
Name and Address of Beneficial Owner (1) Beneficial Ownership(2) of CommonStock(2)
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<S> <C> <C>
Lori S. Rubenstein(3)(4) 3,301,000 28.0%
Scott Seligsohn(3)(4) 3,523,000 23.5
Clifford D. Schlesinger(3) 3,000,000 20.0
Sherwin I. Seligsohn(5) 380,167 2.5
Dean L. Ledger(6) 391,667 2.6
Steven V. Abramson(2) 436,667 2.9
Sidney D. Rosenblatt(2) 431,307 2.8
Camille Naffah 315,000 2.1
Elizabeth H. Gemmill 15,500 *
Lawrence Lacerte 538,332 3.6
All executive officers and directors as a group (seven people) 2,508,640 16.7
</TABLE>
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* Less than 1%.
(1) Unless otherwise indicated, the address of each beneficial owner is 375
Phillips Boulevard, Ewing, New Jersey 08618.
(2) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. The percentage for
each beneficial owner listed above is based on 15,016,856 shares
outstanding as of April 17, 2000. In accordance with the rules of the
Securities and Exchange Commission, options to purchase shares of
Common Stock that are exercisable as of April 17, 2000, or exercisable
within 60 days thereafter are deemed to be outstanding and beneficially
owned by the person holding such options for the purpose of computing
such person's percentage ownership, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of
any other person. The numbers of shares indicated in the table includes
the following number of shares issuable upon the exercise of warrants
or options: Scott Seligsohn -- 203,000; Sherwin I. Seligsohn --
227,167; Dean L. Ledger -- 231,667; Steven V. Abramson -- 331,667;
Sidney D. Rosenblatt -- 326,667; Elizabeth H. Gemmill -- 15,000; and
Lawrence Lacerte -- 5,000.
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(3) Includes (i) 1,500,000 shares of Common Stock owned by the Sherwin I.
Seligsohn Irrevocable Indenture of Trust dated 7/29/93 FBO Lori S.
Rubenstein (the "Rubenstein Trust"), of which Lori S. Rubenstein, Scott
Seligsohn and Clifford D. Schlesinger are co-trustees and (ii)
1,500,000 shares of Common Stock owned by Sherwin I. Seligsohn
Irrevocable Indenture of Trust dated 7/29/93 FBO Scott Seligsohn (the
"Seligsohn Trust"), of which Lori S. Rubenstein, Scott Seligsohn and
Clifford D. Schlesinger are co-trustees. Mr. Schlesigner's address is
1500 Chestnut Street, Philadelphia, Pennsylvania.
(4) Includes 176,000 shares of Common Stock owned by American Biomimetics
Corporation, which the Rubenstein Trust and Seligsohn Trust are
principal shareholders.
(5) Does not include (i) 176,000 shares of Common Stock owned by American
Biomimetics Corporation, (ii) 200,000 shares of Series A Preferred
Stock owned by American Biomimetics Corporation, (iii) 1,500,000 shares
of Common Stock owned by the Rubenstein Trust, (iv) 1,500,000 shares of
Common Stock owned by the Seligsohn Trust, (v) 125,000 shares of Common
Stock owned by Lori S. Rubenstein, his emancipated daughter, and (vi)
125,000 shares of Common Stock owned by Scott Seligsohn, his
emancipated son, for which Mr. Seligsohn disclaims beneficial
ownership.
(6) Does not include 24,000 shares of Common Stock owned by the Ledger
Family Trust II, for which Mr. Ledger disclaims beneficial ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In October 1999, pursuant to the Company's Stock Option Plan, the
following officers and directors were granted options to purchase the amounts of
Common Stock reflected below, at an exercise price of $3.875, the fair market
value on the date of grant: Sherwin I. Seligsohn -- 30,000; Steven V. Abramson
- -- 30,000; Sidney D. Rosenblatt -- 30,000; Dean L. Ledger -- 30,000; Camille
Naffah -- 10,000; Elizabeth H. Gemmill -- 10,000; and Lawrence Lacerte -- 5,000.
In June, 1999, the Board of Directors issued to each of Steven V Abramson and
Sidney Rosenblatt 100,000 shares of unregistered common stock.
The Company shares office space and certain related expenses with
Global Photonic Energy Corporation, ("Global"), a company for which Messrs.
Seligsohn, Rosenblatt and Ledger are directors and executive officers and Mr.
Abramson is a director.
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, Universal Display Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
UNIVERSAL DISPLAY CORPORATION
By: /s/ Sherwin I. Seligsohn
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Sherwin I. Seligsohn
Chairman of the Board and Chief Executive Officer
Date: April 30, 2000
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