Business Context and Reporting Period
Company: Universal Display Corp.
Filing Type: Form 8-K (Current Report)
Report Date: September 26, 2001
Event Date: September 20, 2001
Context: The filing reports the completion of an amendment to a private placement purchase agreement dated August 22, 2001, involving two institutional investors: Pine Ridge Financial Inc. and Strong River Investments, Inc.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The document focuses exclusively on the terms of a securities transaction.
- Transaction Value: $5 million (Series D Preferred Stock).
- Stock Price Threshold: $12.00 (Average closing price condition for cancellation).
Material Changes
The filing details specific modifications to the terms under which the Purchasers are obligated to buy, and the Company is obligated to sell, $5 million of Series D Preferred Stock:
- Closing Timing: The purchase is now scheduled to occur on the 30th trading day following the effective date of the required Registration Statement.
- Company Cancellation Right: The Company may cancel the purchase if the average closing price of its Common Stock for the 18 trading days ending on the 10th day following the Effective Date is less than $12.00.
- Purchaser Cancellation Right: The Purchasers may cancel the purchase if the Effective Date does not occur by December 12, 2001.
- Conversion Price Adjustment: The initial conversion price for the Series D Stock is now set to equal the average of the volume weighted average prices (VWAP) of the Common Stock for the 36 trading days commencing on the 8th trading day prior to the Registration Statement's effective date.
The amendment does not affect terms related to Series C Preferred Stock or Secured Convertible Notes previously issued to the Purchasers.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or general management commentary beyond the specific terms of the amendment.
Risks and Contingencies:
- Market Price Risk: The transaction is contingent on the Company's stock price remaining above $12.00 during a specific post-effective date window.
- Regulatory Timing Risk: The transaction is contingent on the Registration Statement becoming effective by December 12, 2001.
Key Facts for Investor Verification
- Verify the status of the Registration Statement required for the Series D Preferred Stock conversion.
- Monitor the Company's Common Stock price relative to the $12.00 threshold to assess the risk of the Company cancelling the $5 million purchase.
- Confirm whether the Effective Date occurs prior to the December 12, 2001 deadline to prevent Purchaser cancellation.
- Review the full text of the First Amendment (Exhibit 10.1) for complete legal terms not summarized in this report.