SEC Comment Letter for UNIVERSAL DISPLAY CORP \PA\ (OLED) — Apr 30, 2010
UNIVERSAL DISPLAY CORP \PA\
Date: April 30, 2010 · CIK: 0001005284 · Accession: 0000000000-10-023849
AI Filing Summary & Sentiment
File numbers found in text: 001-12031
Letter
Re: Universal Display Corporation Form 10-K for the fiscal year ended December 31, 2009 Filed March 15, 2010 File No. 001-12031 Dear Mr. Rosenblatt: We have reviewed your filings and have the following comments. Where indicated, we think you should revise your future filings in response to these comments. If you disagree, we will consider your e xplanation as to why our comments are inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE Mail Stop 3030 April 15, 2010 Via U.S. Mail and Facsimile
Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer and Secretary Universal Display Corporation 375 Phillips Boulevard Ewing, N.J. 08618
Item 11. Executive Compensation, page 36
1. We note your disclosure in the fift h paragraph on page 12 of your proxy statement, which you incorporate by refe rence, that bonus equity compensation awards are based on financial results, busine ss performance, and other factors. In future filings, please disclose the financial, business, and other factors that must be achieved for your executives to earn this element of their compensation.
Sidney D. Rosenblatt Universal Display Corporation April 15, 2010 Page 2 Grants of Plan-Based Awards Table, page 19
2. In future filings, please disclose in your plan-based awards table on page 19 of your proxy statement, the minimum, th reshold, and maximum amounts that can be earned as bonus equity compensation. As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Gabriel Eckstein at (202) 551-3286 or me at (202) 551-3314 if you have any other questions. Sincerely, Daniel Morris Special Counsel
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
April 15, 2010
Via U.S. Mail and Facsimile
Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer and Secretary Universal Display Corporation 375 Phillips Boulevard Ewing, N.J. 08618
Re: Universal Display Corporation
Form 10-K for the fiscal year ended December 31, 2009
Filed March 15, 2010
File No. 001-12031
Dear Mr. Rosenblatt:
We have reviewed your filings and have the following comments. Where
indicated, we think you should revise your future filings in response to these comments.
If you disagree, we will consider your e xplanation as to why our comments are
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may
raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 11. Executive Compensation, page 36
1. We note your disclosure in the fift h paragraph on page 12 of your proxy
statement, which you incorporate by refe rence, that bonus equity compensation
awards are based on financial results, busine ss performance, and other factors. In
future filings, please disclose the financial, business, and other factors that must be achieved for your executives to earn this element of their compensation.
Sidney D. Rosenblatt
Universal Display Corporation April 15, 2010 Page 2 Grants of Plan-Based Awards Table, page 19
2. In future filings, please disclose in your plan-based awards table on page 19 of
your proxy statement, the minimum, th reshold, and maximum amounts that can
be earned as bonus equity compensation.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our review.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Gabriel Eckstein at (202) 551-3286 or me at (202) 551-3314 if you
have any other questions.
Sincerely, Daniel Morris Special Counsel