8-K 1 eight-k.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): March 18, 2004 (March 17, 2004) ------------------------------- 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 --------------- Item 5. Other Events On March 17, 2004, Universal Display Corporation (the "Company") entered into an underwriting agreement with SG Cowen Securities Corporation, Needham & Company, Inc., Harris Nesbitt Corp. (collectively, the "Underwriters") in connection with the public offering (the "Offering") of 2,500,000 shares of the Company's common stock, $0.01 par value (the "Common Stock"), at a purchase price of $12.00 per share. The Company has granted the Underwriters a 30-day option to purchase up to an additional 375,000 shares of Common Stock solely to cover over-allotments. The Offering is registered under the Securities Act of 1933, as amended (the "Securities Act") on the Company's Registration Statements on Form S-3 (Commission File Nos. 333-88950 and 333-112077). Such underwriting agreement is filed herewith as Exhibit 1.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit Number Exhibit Title -------------- ------------- 1.1 Underwriting Agreement, dated March 17, 2004, between the Company and the Underwriters. 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 By: /s/ Sidney D. Rosenblatt ------------------------------------------- Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer and Secretary Dated: March 18, 2004 2 EXHIBIT INDEX Exhibit Number Exhibit Title -------------- ------------- 1.1 Underwriting Agreement, dated March 17, 2004, between the Company and the Underwriters. 3