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)
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Universal Display Corporation
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(Exact Name of Registrant Specified in Charter)
Pennsylvania 1-12031 23-2372688
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
375 Phillips Boulevard
Ewing, NJ 08618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 671-0980
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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
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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
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Sidney D. Rosenblatt
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
Dated: March 18, 2004
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EXHIBIT INDEX
Exhibit Number Exhibit Title
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1.1 Underwriting Agreement, dated March 17, 2004, between the
Company and the Underwriters.
3