Business Context and Reporting Period
Company: Universal Display Corporation
Filing Type: Form 8-K (Current Report)
Report Date: March 8, 2011
Event Date: March 3, 2011
Context: The filing reports on unregistered sales of equity securities that occurred since the last periodic report filed on November 4, 2010.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a specific equity transaction.
Material Changes
- Equity Issuance: The company issued an aggregate of 427,156 unregistered shares of common stock.
- Threshold Trigger: On March 3, 2011, the cumulative number of shares issued since the last report surpassed 1% of the total common stock outstanding on that date.
- Source of Shares: All shares were issued upon the exercise of outstanding stock purchase warrants.
- Exercise Price: The warrants had a weighted average exercise price of $10.63 per share.
- Legal Basis: Shares were issued in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors beyond the disclosure of the unregistered share issuance.
Investor Verification Checklist
- Verify the total number of common shares outstanding as of March 3, 2011, to confirm the 1% threshold calculation.
- Review the terms of the outstanding stock purchase warrants to understand the remaining dilution potential.
- Confirm the cash proceeds generated from the $10.63 weighted average exercise price for the 427,156 shares issued.
- Check subsequent filings to ensure no further unregistered issuances have occurred that would require additional 8-K reporting.