Business Context and Reporting Period
Company: Universal Display Corp
Filing Type: Form 8-K (Current Report)
Report Date: May 4, 2006 (Earliest event: May 2, 2006)
Context: The filing discloses the entry into a material definitive agreement regarding sponsored research and the unregistered sale of equity securities during the second quarter of 2006.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data provided is limited to specific transaction values:
- Research Funding Commitment: Up to $4.6 million over a three-year period (through April 30, 2009).
- Equity Issuance: 312,413 shares of common stock issued in Q2 2006.
- Warrant Exercise Price: Weighted average of $8.50 per share for 191,272 shares.
Material Changes and Events
Material Definitive Agreement (Item 1.01)
On May 2, 2006, the company entered into Amendment No. 2 to its Amended License Agreement with Princeton University and the University of Southern California (USC), adding the University of Michigan as a party effective January 1, 2006. Key terms include:
- Exclusive license rights to patents from a sponsored research program conducted at Princeton, USC, and now Michigan.
- A new agreement with USC extending the research program for three years through April 30, 2009.
- Commitment to provide up to $4.6 million in funding for the research.
Unregistered Sales of Equity Securities (Item 3.02)
During the second quarter of 2006, the company issued 312,413 shares of common stock under Section 4(2) of the Securities Act of 1933. On May 3, 2006, these issuances surpassed 1% of the outstanding common stock. The breakdown is as follows:
- 121,141 shares: Issued to PPG Industries, Inc. as consideration for services and materials under an OLED Material Supply and Services Agreement.
- 191,272 shares: Issued upon the exercise of outstanding warrants.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future financial performance, or a discussion of general risks and contingencies. The primary operational outlook is the extension of the sponsored research program through 2009.
Investor Verification Checklist
- Verify the total outstanding share count as of May 3, 2006, to confirm the 1% threshold calculation for the unregistered sales.
- Review the specific terms of the OLED Material Supply and Services Agreement with PPG Industries to understand the valuation of the 121,141 shares issued.
- Monitor the drawdown schedule of the $4.6 million research funding commitment to assess future cash flow impacts.
- Confirm the status of patent applications arising from the Princeton, USC, and Michigan research programs.