0000950116-01-500868.txt : 20011009
0000950116-01-500868.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950116-01-500868
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010920
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010926
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: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12031
FILM NUMBER: 1745179
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
8-K
1
eightk.txt
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 26, 2001
--------------------
(September 20, 2001)
UNIVERSAL DISPLAY CORPORATION
--------------------------------------
(Exact Name of Registrant Specified in Charter)
Pennsylvania 1-12031 23-2372688
--------------------- ---------------- ----------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
375 Phillips Boulevard
Ewing, NJ 08618
--------------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 671-0980
---------------
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On September 20, 2001, the Registrant completed an amendment (the
"Amendment") to the August 22, 2001 purchase agreement (the "Purchase
Agreement") for its private placement to two institutional investors, Pine Ridge
Financial Inc. and Strong River Investments, Inc. (the "Purchasers").
Pursuant to the Amendment, the terms under which the Purchasers are
obligated to purchase, and the Company is obligate to sell, $5 million of the
Company's Series D Preferred Stock were modified as follows:
The purchase will occur on the 30th trading day following the effective
date of a Registration Statement required to be filed by the Purchase Agreement
with respect to, among other things, the shares of the Company's Common Stock
into which the Series D Preferred Stock is convertible (the "Effective Date").
However, the Company may cancel this purchase of the Series D Preferred
Stock if the average of the Closing Prices (as defined in the Purchase
Agreement) of the Company's Common Stock for the 18 trading day period ending on
the 10th day following the Effective Date is less than $12.00. In addition, the
Purchasers may cancel the purchase of the Series D Preferred Stock if the
Effective Date does not occur by December 12, 2001.
Also pursuant to the Amendment, the initial conversion price of the
Series D Stock will equal the average of the volume weighted average prices (the
"VWAP") of the Common Stock for the 36 trading days commencing on the 8th
trading day prior to the date on which the above-described Registration
Statement is declared effective.
The Amendment does not affect any terms of the Purchase Agreement
relating to the Series C Preferred Stock or the Secured Convertible Notes that
were issued to the Purchasers thereunder.
This summary description of the terms of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the Amendment,
which is filed as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Number Exhibit Title
-------------- -------------
10.1 First Amendment, dated as of September 20, 2001, to the
Securities Purchase Agreement dated as of August 22, 2001 among
the Company, Pine Ridge Financial Inc. and Strong River
Investors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNIVERSAL DISPLAY CORPORATION
(Registrant)
By /s/ Steven V. Abramson
--------------------------
Steven V. Abramson
President
Dated: September 26, 2001
EXHIBIT INDEX
Exhibit Number Exhibit Title
-------------- -------------
10.1 First Amendment, dated as of September 20, 2001, to the
Securities Purchase Agreement dated as of August 22, 2001 among
the Company, Pine Ridge Financial Inc. and Strong River
Investors. (Incorporated by reference to Exhibit 10.9 filed with
the Company's Registration Statement on Form S-3 (Commission
File No. 333-69854).)