-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PnBHt5JmbNV1mC8p9ymtaXGY7rWSZ6eTWAvj4wUn6PtOwv4ftE1JIHIWXQk0mzqe idtBBFW+uZNESAIEAG6nNg== 0000950116-00-001038.txt : 20000502 0000950116-00-001038.hdr.sgml : 20000502 ACCESSION NUMBER: 0000950116-00-001038 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL DISPLAY CORP \PA\ CENTRAL INDEX KEY: 0001005284 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 232372688 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12031 FILM NUMBER: 615505 BUSINESS ADDRESS: STREET 1: THREE BALA PLAZA, SUITE 104E CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106174010 MAIL ADDRESS: STREET 1: THREE BALA PLAZA EAST STREET 2: SUITE 104 CITY: BALA CYNWYD STATE: PA ZIP: 19004 10-K/A 1 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 ------------------------------------------------------ (Exact name of registrant 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, New Jersey 08618 ---------------------------------------- ---------- (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) ---------------------------------------- (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. 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.
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.
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. 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.
Securities Year Ended Restricted Underlying All Other Name and Principal Position December 31, Salary ($) Bonus Stock Options Compensation --------------------------- ----------- ---------- -------- ---------- ------- ------------ 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
(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
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Individual Grants Term --------------------------------------------------------------- --------------------------------- Percentage of Total Options Options Granted to Exercise Expiration Name Granted Employees In 1999 Price Date 5% 10% - ----- ------- ----------------- ----- ---- -- --- 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
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. AGGREGATED FISCAL YEAR END OPTION VALUES
Number of Securities Underlying Unexercised Options at Fiscal Year Value of Unexercised In-the-Money End Options at Fiscal Year End -------------------------------------- -------------------------------------- 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
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.
Amount and Nature of Percentage Name and Address of Beneficial Owner (1) Beneficial Ownership(2) of CommonStock(2) ---------------------------------------- ----------------------- ----------------- 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
- ------------ * 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. (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. SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, Universal Display Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: UNIVERSAL DISPLAY CORPORATION By: /s/ Sherwin I. Seligsohn ------------------------------------------------- Sherwin I. Seligsohn Chairman of the Board and Chief Executive Officer Date: April 30, 2000 ------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----