Business Context and Reporting Period
Company: Universal Display Corporation
Filing Type: Form 8-K (Current Report)
Report Date: January 14, 2008
Event Date: January 9, 2008
Context: The filing reports unregistered sales of equity securities that occurred in various transactions since October 1, 2007, which collectively surpassed the 1% threshold of outstanding common stock on January 9, 2008.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on equity issuance details.
- Total Unregistered Shares Issued (since Oct 1, 2007): 378,841 shares
- Shares Issued to PPG Industries, Inc.: 21,552 shares (in exchange for services under an OLED Material Supply and Service Agreement)
- Shares Issued via Warrant Exercise: 357,289 shares
- Weighted Average Exercise Price (Warrants): $8.42 per share
- Regulatory Basis: Section 4(2) exemption of the Securities Act of 1933
Material Changes
The material change reported is the cumulative issuance of unregistered common stock exceeding 1% of the total shares outstanding as of January 9, 2008. This threshold triggered the mandatory filing requirement under Item 3.02.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies beyond the specific disclosure of the equity transactions.
Key Facts for Investor Verification
- Verify the total number of common shares outstanding as of January 9, 2008, to confirm the 1% dilution threshold.
- Confirm the terms of the OLED Material Supply and Service Agreement with PPG Industries, Inc. regarding the 21,552 shares issued for services.
- Review the status of outstanding stock purchase warrants to understand the remaining potential dilution from the 357,289 shares exercised.
- Ensure the Section 4(2) exemption was properly applied for all 378,841 shares issued.