Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2018



(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




375 Phillips Boulevard,

Ewing, NJ



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (609) 671-0980

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 7.01Regulation FD Disclosure.


As previously disclosed, the OLED Patent License Agreement between Universal Display Corporation (the “Registrant”) and Samsung Display Co., Ltd (“SDC”) (as the assignee of Samsung Mobile Display Co., Ltd. (“SMD”)), as well the Supplemental OLED Material Purchase Agreement between the Registrant and SDC (as the assignee of SMD), both dated as of August 22, 2011, expired in accordance with their terms on December 31, 2017.


The Registrant and SDC are engaged in on-going discussions regarding a formal long-term extension of these agreements.  The Registrant expects the parties to continue to conduct business during these discussions. The Registrant intends to provide an update once a resolution to these discussions is completed. No time frame has been established for the completion of these discussions.


The information set forth under this “Item 7.01. Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


Forward-Looking Statements


This Current Report on Form 8-K includes statements that are not historical, such as those relating to the Registrant’s expectations regarding its future relationship with SDC.  These statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this report, as they reflect the Registrant’s current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. These risks and uncertainties are discussed in greater detail in the Registrant’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, including, in particular, the section entitled “Risk Factors” in the Registrant’s annual report on Form 10-K for the year ended December 31, 2016. The Registrant disclaims any obligation to update any forward-looking statement contained in this report.


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 thereunto duly authorized.




Universal Display Corporation





Date: January 2, 2018



/s/ Sidney D. Rosenblatt




Sidney D. Rosenblatt




Executive Vice President, Chief Financial

Officer, Treasurer and Secretary