SEC Comment Letter for UNIVERSAL DISPLAY CORP \PA\ (OLED) — May 10, 2010
UNIVERSAL DISPLAY CORP \PA\
Date: May 10, 2010 · CIK: 0001005284 · Accession: 0000000000-10-025749
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 letter dated Apr il 26, 2010 regarding the above filing and have the following comments. Please be as detailed as necessary in your explanation. 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 May 10, 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 response to comment 1 in our April 26, 2010 letter. Your revised disclosure indicates that you do not set formal performance goals but that revenues and expenses are considered in determining bonuses. You also indicate in the penultimate paragraph on page 12 that performance did not meet all of management’s expectations . Please clarify in future filings how you use revenues and expenses in calculating bonuses and how the amount is related to management’s expectations. Your disc losure should clearly indicate how you derived specific bonus amounts based on th e level of revenues and expenses.
Sidney D. Rosenblatt Universal Display Corporation May 10, 2010 Page 2 Grants of Plan-Based Awards Table, page 19
2. We note your response to comment 2; how ever, given your disclosure on page 12 that the bonus can vary based on financ ial results, business performance, and other factors, it is unclear how there is no threshold, target, or maximum amount that can be earned. We therefore reissue our comment. 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 le tters greatly facilitate our re view. Please understand that we may have additional comments after revi ewing your responses to our comments.
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
cc (via fax): Justin W. Chairman, Esq. Morgan, Lewis & Bockius LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
May 10, 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 letter dated Apr il 26, 2010 regarding the above filing and
have the following comments. Please be as detailed as necessary in your explanation.
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 response to comment 1 in our April 26, 2010 letter. Your revised
disclosure indicates that you do not set formal performance goals but that
revenues and expenses are considered in determining bonuses. You also indicate
in the penultimate paragraph on page 12 that performance did not meet all of
management’s expectations . Please clarify in future filings how you use revenues
and expenses in calculating bonuses and how the amount is related to management’s expectations. Your disc losure should clearly indicate how you
derived specific bonus amounts based on th e level of revenues and expenses.
Sidney D. Rosenblatt
Universal Display Corporation May 10, 2010 Page 2 Grants of Plan-Based Awards Table, page 19
2. We note your response to comment 2; how ever, given your disclosure on page 12
that the bonus can vary based on financ ial results, business performance, and
other factors, it is unclear how there is no threshold, target, or maximum amount
that can be earned. We therefore reissue our comment.
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 le tters greatly facilitate our re view. Please understand that
we may have additional comments after revi ewing your responses to our comments.
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
cc (via fax): Justin W. Chairman, Esq. Morgan, Lewis & Bockius LLP