Universal Display Corp/PA – ‘POS AM’ on 5/28/97

As of:  Wednesday, 5/28/97   ·   Accession #:  950115-97-876   ·   File #:  33-80703

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 1 to Sb-2                20    112K 
 2: EX-23.1     Consent of Arthur Andersen                             1      5K 

POS AM   —   Post-Effective Amendment No. 1 to Sb-2
Document Table of Contents

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As filed with the Securities and Exchange Commission on May 28, 1997
 Registration No. 33-80703
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
 FORM SB-2
REGISTRATION STATEMENT
ON
FORM S-3
 Under
THE SECURITIES ACT OF 1933

 UNIVERSAL DISPLAY CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania                                   23-2372688       
(State or other jurisdiction of          (I.R.S. Employer Identification No.)   
incorporation or organization)                                                  

Three Bala Plaza, East
 Suite 104
 Bala Cynwyd, PA 19004
(610) 617-4010
    (Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

 -----------------------

STEVEN V. ABRAMSON
 President and Chief Operating Officer
 Universal Display Corporation
 Three Bala Plaza, East, Suite 104
 Bala Cynwyd, PA 19004
(610) 617-4010
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
 Stephen M. Goodman, Esquire
 Morgan, Lewis & Bockius LLP
 2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5000

Approximate date of commencement of proposed sale to the public: As soon as     
practicable after the effective date of this Registration Statement.            

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box.|_|  

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|                                

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. |_| __________                    

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. |_| __________                                           

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. |_|                                             

--------------------

         The registrant hereby amends this post-effective amendment on such date
or dates as may be necessary to delay its effective date until the registrant   
shall file a further amendment which specifically states that this              
post-effective amendment shall thereafter become effective in accordance with   
Section 8(c) of the Securities Act of 1933 or until the post-effective amendment
shall become effective on such date as the Commission, acting pursuant to said  
Section 8(c), may determine.                                                    

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Information contained herein is subject to completion or amendment. A           
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission. These securities may not be sold nor may    
offers to buy be accepted prior to the time the registration statement becomes  
effective. This prospectus shall not constitute an offer to sell or the         
solicitation of an offer to buy nor shall there be any sale of these securities 
in any state in which such offer, solicitation or sale would be unlawful prior  
to registration or qualification under the securities laws of any such state.   

 SUBJECT TO COMPLETION, DATED MAY 28, 1997

PROSPECTUS                                                                      
1,755,000 Shares

 UNIVERSAL DISPLAY CORPORATION

Common Stock

      This prospectus covers 1,755,000 shares (the "Shares") of the Common
Stock, $.01 par value per share (the "Common Stock") of Universal Display       
Corporation, a Pennsylvania corporation ("UDC" or the "Company") issuable upon  
the exercise of warrants (the "Warrants") issued by the Company on April 11,    
1996. The Warrants were issued in connection with the public offering (the      
"Public Offering") of (i) 1,495,000 shares of Common Stock and (ii) 1,495,000   
warrants to purchase shares of Common Stock. The Warrants include 260,000       
warrants to purchase Common Stock (the "Underwriter's Warrants") issued to Whale
Securities Co., L.P. (the "Underwriter"), the underwriter for the Public        
Offering. The Underwriter's Warrants are exercisable from April 11, 1996 through
April 11, 2001, while the remainder of the Warrants are exercisable from April  
11, 1996 through April 11, 1999. The terms and conditions of the offer and sale 
of the Common Stock, including the purchase price per share, are governed by the
provisions of the Warrants. See "The Warrants" and "Exercise of the Warrants."  
The Company will receive all proceeds from the exercise of the Warrants, but    
will receive no proceeds from the resale of the Shares by holders thereof. See  
"Use of Proceeds."                                                              

    The Company's Common Stock is quoted on the Nasdaq SmallCap Market
("Nasdaq") under the symbol "PANL" and on the Philadelphia Stock Exchange under 
the symbol "PNL," and all Warrants other than the Underwriter's Warrants are    
currently quoted on Nasdaq under the symbol "PANLW." On May 22, 1997, the       
closing price of the Common Stock on Nasdaq was $5.00 per share.                

--------------------- 

An investment in the Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" on pages 3 through 9 herein. 

--------------------- 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
 THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
 ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                        [Enlarge/Download Table]


                                                                 Underwriting Discounts                                 
                                     Price to Public (1)          and Commissions (2)         Proceeds to Company (3)   
--------------------------------  -------------------------  ------------------------------ ----------------------------

                                                                                                                        
Per share of Common Stock.......         $3.50-$8.25                     $0.175                     $3.50-$8.25         
--------------------------------  -------------------------  ------------------------------ ----------------------------
Total...........................         $6,782,750                     $261,625                     $6,521,125         
--------------------------------  -------------------------  ------------------------------ ----------------------------

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(1)      Warrants to purchase 1,495,000 shares of Common Stock (the "Public     
       Warrants") are exercisable at $3.50 per share. Underwriter's Warrants
      to purchase 130,000 shares of Common Stock are exercisable at $3.675
        per share. Underwriter's Warrants to purchase 130,000 shares of Common
       Stock are exercisable at $8.25 per share. All warrants are subject to
certain adjustments.                                          
(2)      Solicitation fee payable to the Underwriter upon the exercise of Public
Warrants, where such exercise is solicited by the Underwriter.
(3)      Before deducting other expenses of issuance and distribution estimated 
at $25,000, payable by the Company.                           

 The date of this Prospectus is May , 1997

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 AVAILABLE INFORMATION

        The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the "Commission"). Such reports, proxy      
statements and other information filed by the Company can be inspected and      
copied at the public reference facilities of the Commission, Judiciary Plaza,   
450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following        
regional offices of the Commission: Seven World Trade Center, 13th Floor, New   
York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661. Copies of such material can be obtained from the       
Commission by mail at prescribed rates. Requests should be directed to the      
Commission's Public Reference Branch, Judiciary Plaza, 450 Fifth Street, N.W.,  
Washington, D.C. 20549. Such material also may be accessed electronically by    
means of the Commission's home page on the Internet (http://www.sec.gov). In    
addition, such reports, proxy statements and other information concerning the   
Company can be inspected at the National Association of Securities Dealers,     
Inc., 1735 K Street, N.W., Washington, D.C. 20006.                              

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents or portions of documents filed by the Company
(File No. 0-4643) with the Commission are incorporated herein by reference.     

 (a)      Annual Report on Form 10-KSB for the fiscal year ended
                  December 31, 1996 filed with the Commission on March 28, 1997.

      (b)      Quarterly Report on Form 10-QSB for the quarter ended March
       31, 1997 filed with the Commission on May 15, 1997.

   (c)      The Company's Proxy Statement related to its 1997 Annual
                 Meeting of Stockholders filed under the Exchange Act on April
21, 1997.                                   

 (d)      The description of the Company's Common Stock which is
             contained in its Registration Statement on Form 8-A filed
          under the Exchange Act on April 4, 1996, including any
               amendment or reports filed for the purpose of updating such
description.                                

 (e)      The description of the Company's Common Stock which is
             contained in its Registration Statement on Form 8-A filed
           under the Exchange Act on August 6, 1996, including any
               amendment or reports filed for the purpose of updating such
description.                                

   All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,     
shall be deemed incorporated by reference herein and to be a part hereof from   
the date of the filing of such reports and documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or   
superseded for purposes of this Prospectus to the extent that a statement       
contained or incorporated by reference herein modifies or supersedes such       
statement. Any statement so modified or superseded shall not be deemed, except  
as so modified or superseded, to constitute a part of this Prospectus.          

     The Company will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are        
incorporated herein by reference (other than exhibits to such documents unless  
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for copies should be    
directed to Sidney D. Rosenblatt, Executive Vice President, Chief Financial     
Officer and Secretary, Universal Display Corporation, Three Bala Plaza East,    
Suite 104, Bala Cynwyd, Pennsylvania 19004, (610) 617-4010.                     

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         Unless the context otherwise requires, "UDC" or the "Company" refers to
Universal Display Corporation and its wholly-owned subsidiaries.                

 THE COMPANY

      UDC is engaged in the research, development and commercialization of
Organic Light Emitting Diode ("OLED") technology for use in flat panel displays 
and other applications. The research is being performed by Princeton University 
and the University of Southern California pursuant to a certain Sponsored       
Research Agreement dated August 1, 1994 between The Trustees of Princeton       
University and American Biomimetics Corporation ("ABC"), an affiliate of the    
Company (the "1994 Sponsored Research Agreement"), funded by the Company. The   
Company currently has the exclusive right to commercialize the technology being 
developed pursuant to a related license agreement (the "1994 License            
Agreement"). The Company's present commercialization strategy is to enter into  
licensing arrangements and other strategic alliances for the volume             
manufacturing of products utilizing this technology, the Company does not       
presently intend to become a volume manufacturer. The Company anticipates that  
its OLED technology, if successfully developed, may have a variety of           
applications, including full color, large area, high resolution, high           
information content displays, such as laptop and notebook computer screens,     
computer monitors and televisions. Potential applications also include          
multi-color, and monochrome small area, low information content displays, such  
as consumer electronic equipment, vehicular dashboard displays, cellular phones 
and other telecommunication displays, computer games, and personal digital      
assistants, as well as transparent applications such as head up displays for    
automobile windshields.                                                         

    The Company was incorporated under the laws of the Commonwealth of
Pennsylvania in April 1985 under the name Enzymatics, Inc. ("Enzymatics").      
Another corporation named "Universal Display Corporation" ("UDC-NJ") was        
incorporated under the laws of the State of New Jersey in June 1994. On June 22,
1995, a wholly-owned subsidiary of Enzymatics merged with and into UDC-NJ.      
UDC-NJ, the surviving corporation in the Merger, became a wholly-owned          
subsidiary of Enzymatics and changed its name to "UDC, Inc." Simultaneously with
the consummation of the Merger, Enzymatics changed its name to "Universal       
Display Corporation." The Company's corporate offices are located at Three Bala 
Plaza East, Suite 104, Bala Cynwyd, Pennsylvania 19004.                         

THE WARRANTS

      The Warrants consist of (i) warrants to purchase 1,495,000 shares of
Common Stock exercisable at a price of $3.50 per share (the "Public Warrants"), 
(ii) Underwriter's Warrants to purchase 130,000 shares of Common Stock          
exercisable at a price of $3.675 per share and (iii) Underwriter's Warrants to  
purchase 130,000 shares of Common Stock exercisable at a price of $8.25 per     
share. The Warrants were issued by the Company in connection with the public    
offering of the Public Warrants and pursuant to the terms of an Underwriting    
Agreement dated April 11, 1996 between the Underwriter and the Company.         

RISK FACTORS

         The securities offered hereby are speculative and involve a high degree
of risk. An investment in the securities offered hereby should be considered a  
venture capital investment and the securities should not be purchased by        
investors who cannot afford the loss of their entire investment. Each           
prospective investor should carefully consider the following risk factors before
making an investment decision.                                                  

       Development Stage Company; No Revenues; Continuing and Future Losses.
Since inception, the Company has been engaged, and for the foreseeable future   
expects to continue to be engaged in research, development and commercialization
activities related to the OLED technology. To date, the Company has not         
generated any revenues and does not expect to generate any meaningful revenues  
for the foreseeable future and, until such time, if ever, as it                 

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successfully demonstrates that the OLED technology is feasible or commercially  
viable for one or more flat panel display applications. The Company has incurred
significant losses since its inception, resulting in an accumulated deficit of  
$4.9 million at December 31, 1996. Losses are expected to continue for the      
foreseeable future and until such time, if ever, as the Company is able to      
achieve sufficient levels of revenue from the commercial exploitation of the    
OLED technology to support its operations. Historically, only a limited number  
of early stage development companies successfully complete the research and     
development of commercially viable technologies. There can be no assurance that 
the OLED technology will be commercially viable, that markets for flat panel    
displays utilizing the OLED technology will not be limited or that the Company  
will generate meaningful revenues from the commercial exploitation of the OLED  
technology or ever achieve profitable operations. To the extent that Princeton  
University's research efforts do not result in the development of commercially  
viable applications for the OLED technology, the Company will not have any      
meaningful operations.                                                          

   Significant Capital Requirements; Need for Significant Additional
Financing. The Company's capital requirements have been and will continue to be 
significant. The Company has been dependent upon private placements and a public
offering of its equity securities to fund such requirements, which have raised  
approximately $8.7 million in gross proceeds. While the Company believes it has 
sufficient capital to fund its operations at least through December 1997,       
completion of the research, development and commercialization of the OLED       
technology for potential applications will require significant additional effort
and resources. There is no assurance that the options and warrants to which the 
common stock being registered hereunder is subject will be exercised at a time  
beneficial to the Company or at all, or that the Company will obtain sufficient 
proceeds hereunder to meets its future obligations. There can be no assurance   
that additional financing will be available to the Company when needed, on      
commercially reasonable terms or at all. The inability to obtain additional     
financing would have a material adverse effect on the Company, including        
possibly requiring the Company to curtail its operations. In addition, any      
additional equity financing may involve substantial dilution to the interests of
the Company's then existing shareholders. See "Use of Proceeds".                

         Early Research Stage; Uncertainty of Feasibility of the OLED Technology
and Product Development. The Company's OLED technology is an emerging innovative
technology and the Company is not aware of any full color flat panel displays   
utilizing OLED technology currently being marketed, although there are numerous 
companies engaged in research and development respecting OLED technology. The   
Company is unable, at this time, to determine the feasibility of its OLED       
technology or the commercial viability of any potential applications. The       
Company, however, is aware of that substantial advances in Princeton            
University's research and development efforts must be made to satisfy the       
Company's requirements as to operating life and improvement of reliability for  
all flat panel display applications. Additionally, such research efforts must   
demonstrate the ability to display a full range of color and scalability for the
development of full color, large area applications. Research and development    
efforts remain subject to all of the risks associated with the development of   
new products based on emerging and innovative technologies, including           
unanticipated technical or other problems and the possible insufficiency of the 
funds allocated to complete such development, which could result in delay of    
research and development or substantial change or abandonment of research and   
development activities. In addition, with technology as complex as the OLED     
technology, technical problems and difficulties may arise resulting in delays   
and causing the Company to incur additional expenses which would have a material
adverse effect on the Company. There can be no assurance that the Company's and 
Princeton University's efforts will result in the feasibility of the OLED       
technology, particularly for use in full color, large area, high resolution,    
high information content flat panel display applications. The inability to      
successfully complete research and development of the OLED technology, or delays
in the completion of the research and development of the OLED technology for use
in potential applications, particularly after the occurrence of significant     
expenditures, would have a material adverse effect on the Company.              

        New Technology; Uncertainty of Certain Commercial Applications for the
OLED Technology. Although flat panel displays have been available for a         
significant period of time, a variety of advancements in flat panel displays    
have been made over the last several years. The Company is attempting to develop
a new technology for flat panel display applications, initially for use in small
area, low information content displays, and ultimately full color, high         
resolution, high information content displays. The potential size, timing and   
viability of market opportunities targeted by the Company are uncertain. The    
Company's success will be dependent upon successfully completing the research   
and                                                                             

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development of the OLED technology and introducing flat panel displays utilizing
such technology and providing competitive advantages to existing flat panel     
display technologies on the basis of image and color quality, brightness,       
contrast, scalability, viewing angle, portability, cost and power requirements. 
Market acceptance of the OLED technology for full color, high information       
content displays will also depend upon such technology providing benefits       
comparable to cathode ray tube ("CRT") technology (the current standard for     
display quality). Many potential licensees of the OLED technology manufacture   
flat panel displays utilizing competing technologies and may, however, be       
reluctant to redesign their products or manufacturing processes to incorporate  
the OLED technology. There can be no assurance that the OLED technology will be 
viable for any commercial applications and, if viable, that potential licensees 
will utilize the OLED technology. Additionally, even if the completion of the   
research and development of the OLED technology results in commercially viable  
applications for the technology, it is likely that the Company will not recover 
its research and development costs in the foreseeable future and there can be no
assurance that the Company will ever recover such costs.                        

 Dependence on Princeton University, the 1994 Sponsored Research
Agreement and the Principal Investigators. Research and development of the OLED 
technology is being conducted at the Advanced Technology Center, Princeton      
University and USC (on a subcontract basis with Princeton University) pursuant  
to the 1994 Sponsored Research Agreement, which was assigned by ABC to the      
Company in June 1995. The research and development is being conducted           
principally by Professors Stephen R. Forrest and Mark E. Thompson (the          
"Principal Investigators"). Research and development of commercially viable     
applications for OLED technology is dependent on the success of the research    
efforts of the Principal Investigators conducted pursuant to such agreements,   
although the Company has begun to hire its own development personnel. There can 
be no assurance that Princeton University will make additional advances in the  
research and development of the OLED technology or obtain any meaningful        
intellectual property rights relating to, or commercially viable applications   
for, the OLED technology. While the Company funds the OLED technology research, 
the scope of and technical aspects of the research and the resources and efforts
directed to such research is subject to the control of Princeton University and 
the Principal Investigators. The 1994 Sponsored Research Agreement provides that
if either Professor Forrest or Professor Thompson is unavailable to continue to 
serve as a Principal Investigator, either because such person is no longer      
associated with Princeton University or USC or otherwise, and a successor       
acceptable to both the Company and Princeton University is not available,       
Princeton University has the right to terminate the 1994 Sponsored Research     
Agreement. Further, the 1994 Sponsored Research agreement expires in July 1997. 
Although the Company believes that its relationship with Princeton University   
and the Principal Investigators is satisfactory, there can be no assurance that 
the Principal Investigators will continue to be available to conduct the        
research, that the Company will be able to engage Princeton University to       
conduct further research and development of the OLED technology upon expiration 
of the 1994 Sponsored Research agreement, or that the 1994 Sponsored Research   
Agreement will be extended. Moreover, under the 1994 License Agreement, the     
Company is required to make a first commercial sale or use within two years     
following a demonstration of efficacy of a product based on the OLED technology 
and Princeton University may terminate the 1994 License Agreement if the Company
does not make a commercial sale or use within the required time period. Loss to 
the Company of the Principal Investigators' services or termination of the 1994 
Sponsored Research Agreement would have a material adverse effect on the        
Company, and the Company would not have any meaningful operations.              

      No Marketing or Manufacturing Capabilities or Experience; Dependence
Upon Strategic Relationships. The Company has limited marketing capabilities and
resources, no manufacturing capabilities and does not presently intend to       
manufacture products. Therefore, the Company's prospects will be significantly  
affected by its ability to sublicense the OLED technology and successfully      
develop strategic alliances with third parties for incorporation of the OLED    
technology into flat panel displays manufactured by others. The Company's       
prospects will be dependent upon the commercial success of such third-party     
products and the marketing efforts of such third parties. Informing potential   
licensees and other strategic partners of the benefits of the OLED technology   
and establishing satisfactory strategic alliances will require significant      
financial and other resources. In addition, strategic alliances may require     
financial or other commitments by the Company. There can be no assurance that   
the Company will be able, for financial or other reasons, to enter into         
strategic alliances on commercially acceptable terms, or at all. Failure to do  
so would have a material adverse effect on the Company.                         

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      Uncertainty of Intellectual Property Rights. The Company's rights to
the OLED technology are governed by the 1994 Sponsored Research Agreement and   
the 1994 License Agreement. Pursuant to such agreements, all patents and other  
intellectual property rights relating to the OLED technology are the property of
Princeton University. Princeton University has filed more than 20 patent        
applications related to the OLED technology. No patents have yet been issued.   
The Company has a worldwide exclusive license to manufacture and market products
based on such pending patent application and the right to obtain a similar      
license to inventions conceived or discovered under the 1994 Sponsored Research 
Agreement, the right to sublicense to such agents. Additionally, the Company    
anticipates that Princeton University will file additional patent applications  
in the United States and internationally to protect future inventions conceived 
or discovered under the 1994 Sponsored Research Agreement and that the Company  
will license technology based on such patent applications. There can be no      
assurance that patents applied for will be obtained or that any such patents    
will afford the Company and Princeton University commercially significant       
protection of the OLED technology. In addition, the patent laws of other        
countries may differ from those of the United States as to the patentability of 
the OLED technology and the degree of protection may obtain patent or similar   
rights with respect therefor. Patents have been issued to third parties for     
aspects of OLED technology and additional patent applications are being filed,  
there can be no assurance that the OLED technology and the exercise of the      
Company's rights do not and will not infringe on the patents or other           
intellectual property of others. In the event of infringement, the Company and  
Princeton University could, under certain circumstances, be required to obtain a
license or modify its methods or other aspects of the OLED technology. The 1994 
License Agreement provides that Princeton University has the right, but not the 
obligation, to enforce its intellectual property rights against infringement,   
except that the Company may prosecute an infringement action only if within six 
months after having received notice of infringement Princeton University has not
commenced an action or otherwise successfully terminated the infringement. There
can be no assurance that the Company or Princeton University will be able to do 
so in a timely manner, upon acceptable terms and conditions, or at all. Failure 
to do any of the foregoing could have a material adverse effect on the Company. 
There can also be no assurance that the Company will have the financial or other
resources necessary to enforce or defend a patent infringement action or that   
Princeton University will elect to enforce an action in a timely manner.        
Moreover, if products incorporating the OLED technology licensed by the Company 
are found to infringe upon the patent or other intellectual property rights of  
others, the Company could, under certain circumstances, become liable for       
damages, which could have a material adverse effect on the Company.             

The Company and Princeton University may also seek to rely on 
proprietary know-how and trade secrets and employ various methods to protect    
concepts, ideas and documentation of their technology. However, such methods may
not afford complete protection, and there can be no assurance that others will  
not independently develop similar know-how or obtain access to the Company's or 
Princeton University's know-how, trade secrets, concepts, ideas and             
documentation.                                                                  

 Government Rights to Use the OLED Technology. The United States
government, through the Office of Research and Project Administration ("ARPA"), 
has provided funding to Princeton University for research activities related to 
certain aspects of the OLED technology. The Company does not have access to the 
funding agreement between Princeton University and ARPA and, accordingly, is    
unable to determine the scope of ARPA's funds or of the federal governments     
rights to OLED technology. As a result, the Company's rights to the OLED        
technology will be subject to any rights the federal government may have to use 
such technology, royalty-free. The federal government's right to use certain    
aspects of the OLED technology could, among other things, restrict the Company's
ability to market the OLED technology to the federal government for military and
other applications which could have a material adverse effect on the Company.   
There can be no assurance as to which aspects of the OLED technology the federal
government has any rights and the extent of such rights. Continued funding of   
Princeton University's research activities by the federal government, which is  
anticipated, may give the federal government rights to certain aspects of the   
OLED technology developed in the future.                                        

         Competition and Competing Technologies. The flat panel display industry
is characterized by intense competition. The market is currently dominated by   
products utilizing liquid crystal display ("LCD") technology and is expected to 
be dominated by LCD technology for the foreseeable future. The Company believes 
that competition in this market, particularly for full color, large area, high  
resolution, high information content displays is based upon                     

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image and color quality, viewing angle, power requirements, cost and            
manufacturability. The Company believes LCD technology has certain limitations, 
such as a limited viewing angle, limited scalability, low contrast and inferior 
image and color quality when compared to CRT displays (the current standard for 
display quality). Numerous companies, however, are making substantial           
investments in, and conducting research to improve these characteristics of, LCD
technology. The Company also believes, although there can be no assurances that 
flat panel displays utilizing the OLED technology, if developed, will provide   
image and color quality, brightness, contrast, scalability and viewing angles   
comparable to CRT displays, be manufacturable from light weight, low cost       
materials and require a relatively low power source. In addition, several other 
flat panel display technologies have been, or are being, developed. The Company 
believes, however, that each of these developing technologies will have one or  
more of the limitations associated with LCD technology, or other limitations,   
such as lack of reliability, high power requirements (restricting portability), 
high production cost and/or difficulty of manufacture. There can be no          
assurance, however, that advances in LCD technology or any of these developing  
technologies will not overcome such limitations or become the leading technology
for flat panel displays, either of which could limit the potential market for   
flat panel displays utilizing the OLED technology.                              

Numerous domestic and foreign companies have developed or are 
developing CRT, LCD and other display technologies. Substantially all of these  
competitors have greater name recognition and financial, technical, marketing,  
personnel and research capabilities than the Company. There can be no assurance 
that the Company's competitors will not succeed in developing technologies and  
applications that are more cost effective, have fewer display limitations than  
or have other advantages as compared to the OLED technology. There can be no    
assurance that the Company will be able to compete successfully or develop      
commercial applications for the OLED technology.                                

     Potential Conflicts of Interest. The Company obtained rights to the
OLED technology through a technology transfer agreement dated June 22, 1995 (the
"Transfer Agreement") between the Company and ABC. Sherwin Seligsohn, Chairman  
and Chief Executive Officer of the Company, holds the same positions in ABC.    
Pursuant to the Transfer Agreement, ABC, among other things, assigned to the    
1994 License Agreement to the Company and granted to the Company an exclusive   
worldwide sublicense to patents and other intellectual property rights related  
to display technology developed under a Sponsored Research Agreement dated      
October 22, 1993 between ABC and Princeton University (the "1993 Sponsored      
Research Agreement"). As consideration, the Company (i) paid to ABC $674,000 for
amounts previously paid to Princeton University by ABC under the 1994 Sponsored 
Research Agreement and $500,000 to acquire the sublicense under the 1993        
Sponsored Research Agreement, (ii) assumed ABC's obligations to make future     
payments to Princeton University under the 1994 Sponsored Research Agreement of 
approximately $1,610,000 and estimated future expenses related thereto of       
$500,000, (iii) issued to ABC 200,000 shares of Series A Nonconvertible         
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") and  
(iv) granted to ABC an exclusive worldwide sublicense under the 1994 License    
Agreement to manufacture and market products based on technology developed but  
unrelated to the OLED technology. Additionally, ABC and International           
Multi-Media Corporation ("IMMC"), of which Sherwin Seligsohn is President and   
Chairman, paid on behalf of the Company certain professional fees,              
administrative expenses and payroll expenses totaling $168,721, of which $63,245
was repaid to ABC during the year ended December 31, 1995.                      

         Control by Seligsohn Family. Prior to this offering, Sherwin Seligsohn,
Scott Seligsohn, Vice President of the Company and Sherwin Seligsohn's son, and 
Lori S. Rubenstein, Sherwin Seligsohn's daughter, beneficially own, in the      
aggregate, approximately 38% of the outstanding shares of Common Stock.         
Accordingly, such persons, acting together, will be in a position to effectively
control the Company, elect the Company's directors, cause an increase in the    
authorized capital or the dilution, merger or sale of the assets of the Company.

         Dependence on Key Personnel. The success of the Company will be largely
dependent on the personal efforts of Sherwin Seligsohn and other key personnel. 
Although the Company has entered into a two-year employment agreement, effective
as of November 1, 1995, with Sherwin Seligsohn, the loss of the services of Mr. 
Seligsohn or other key personnel could have a material adverse effect on the    
Company's business and prospects. Moreover, Mr. Seligsohn is only required to   
devote a majority of his business time to the Company's business and affairs.   
The Company has obtained "key-man" life insurance on the life of Mr. Seligsohn  
in the amount of $2,000,000. The Company's success may also be dependent on its 
ability to hire and retain additional qualified management, licensing,          
marketing, sales and                                                            

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other personnel. There can be no assurance that the Company will be able to     
attract or retain additional qualified personnel.                               

         No Dividends. The Company has not paid any cash dividends on its Common
Stock to date. The Company intends to retain earnings, if any, to finance the   
operation and expansion of its business and, therefore, does not expect to pay  
cash dividends in the foreseeable future.                                       

      Shares Eligible for Future Sale. The Company has 8,937,268 shares of
Common Stock outstanding of which 1,300,000 shares of Common Stock were issued  
in the Public Offering on April 11, 1996. The remaining 7,637,268 shares of     
Common Stock outstanding are deemed to be "restricted securities" as that term  
is defined under Rule 144 promulgated under the Securities Act and may only be  
sold pursuant to an effective registration under the Securities Act, in         
compliance with the exemption provisions of Rule 144 or pursuant to another     
exemption under the Securities Act. As of April 30, 1997, some or all of these  
shares may become eligible for sale under Rule 144, subject to certain volume   
limitations prescribed by Rule 144. In addition, the Company is simultaneously  
registering via a registration statement on Form S-3, 1,816,772 shares of Common
Stock underlying warrants and options previously issued by the Company (the     
"Private Warrants and Options"). Further, the Company grants stock options to   
employees, directors and consultants to provide incentives and as partial       
compensation for services rendered. As of May 1, 1997, the Company had 1,424,772
additional outstanding warrants and options of which 676,439 are currently      
exercisable. No prediction can be made as to the effect, if any, that sales of  
shares of Common Stock or even the availability of such shares for sale will    
have on the market prices prevailing from time-to-time. The possibility that    
substantial amounts of Common Stock may be sold in the public market may        
adversely affect prevailing market prices for the Common Stock and Warrants and 
could impair the Company's ability to raise capital through the sale of its     
equity securities.                                                              

  Authorization and Discretionary Issuance of Preferred Stock. The
Company's Articles of Incorporation authorize the issuance of up to 5,000,000   
shares of preferred stock with designations, rights and preferences determined  
from time-to-time by its Board of Directors. Accordingly, the Company's Board of
Directors is empowered, without shareholder approval, to issue preferred stock  
with dividend, liquidation, conversion, voting or other rights which could      
adversely affect the voting power or other rights of the holders of the Common  
Stock. The issuance of shares of preferred stock could, among other things,     
adversely affect the voting power of the holders of Common Stock and, under     
certain circumstances, make it more difficult for a third party to gain control 
of the Company, discourage bids for the Company's Common Stock at a premium or  
otherwise adversely affect the market price of the Common Stock. The Board of   
Directors has designated and issued 200,000 shares of Series A Preferred Stock, 
all of which are held by ABC. Holders of Series A Preferred Stock are not       
entitled to receive dividends, but are entitled, as a class, to elect two       
directors to the Company's Board of Directors and to certain liquidation        
preferences. Although the Company has no present intention to issue any         
additional shares of its authorized preferred stock, there can be no assurance  
that the Company will not do so in the future.                                  

        Possible Volatility of Market Price of Common Stock. The market prices
of the Company's securities may be highly volatile as has been the case with the
securities of other emerging companies. Factors such as the Company's operating 
results, announcements by the Company or its competitors of technological       
developments, new product applications or license arrangements, and various     
factors affecting the flat panel display industry generally, may have a         
significant impact on the market price of the Company's securities. In addition,
in recent years, the stock market has experienced a high level of price and     
volume volatility and market prices for the stock of many companies,            
particularly a small and emerging growth companies, the Common Stock of which   
traded in the over-the-counter market, have experienced wide price fluctuations 
which have not necessarily been related to the operating performance of such    
companies.                                                                      

        Possible Delisting of Securities from Nasdaq System; Risks Relating to
Low-Priced Stocks. The Company's Common Stock and Warrants are listed on Nasdaq.
In order to continue to be listed on Nasdaq, however, the Company must maintain 
$2,000,000 in total assets, a $200,000 market value of the public float and     
$1,000,000 in total capital and surplus. In addition, continued inclusion       
requires two market-makers and a minimum bid price of $1.00 per share; provided,
however, that if the Company falls below such minimum bid price, it will remain 
eligible for continued                                                          

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inclusion in Nasdaq if the market value of the public float is at least         
$1,000,000 and the Company has $2,000,000 in capital and surplus. The failure to
meet these maintenance criteria in the future may result in the delisting of the
Common Stock from Nasdaq, and trading, if any, in the Company's securities would
thereafter be conducted in the non- Nasdaq over-the-counter market. As a result 
of such delisting, an investor could find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Company's securities. 

       In addition, if the Common Stock were to become delisted from trading
on Nasdaq and the trading price of the Common Stock were to fall below $5.00 per
share, trading in the Common Stock would also be subject to the requirements of 
certain rules promulgated under the Exchange Act, which require additional      
disclosure by broker-dealers in connection with any trades involving a stock    
defined as a penny stock (generally, any non-Nasdaq equity security that has a  
market price of less than $5.00 per share, subject to certain exceptions). Such 
rules require the delivery, prior to any penny stock transaction, of a          
disclosure schedule explaining the penny stock market and the risks associated  
therewith, and impose various sales practice requirements on broker-dealers who 
sell penny stocks to persons other than established customers and accredited    
investors (generally defined as an investor with a net worth in excess of       
$1,000,000 or annual income exceeding $200,000, $300,000 together with a        
spouse). For these types of transactions, the broker-dealer must make a special 
suitability determination for the purchaser and have received the purchaser's   
written consent to the transaction prior to sale. The broker-dealer also must   
disclose the commissions payable to the broker-dealer, current bid and offer    
quotations for the penny stock and, if the broker-dealer is the sole            
market-maker, the broker-dealer must disclose this fact and the broker-dealer's 
presumed control over the market. Such information must be provided to the      
customer orally or in writing prior to effecting the transaction and in writing 
before or with the customer confirmation. Monthly statements must be sent       
disclosing recent price information for the penny stock held in the account and 
information on the limited market in penny stocks. The additional burdens       
imposed upon broker-dealers by such requirements may discourage broker-dealers  
from effecting transactions in the Common Stock, which could severely limit the 
market liquidity of the Common Stock and the ability of purchasers in this      
offering to sell the Common Stock in the secondary market.                      

     Possible Inability to Exercise the Warrants. The Company intends to
qualify the sale of the Common Stock in a limited number of states. Although    
certain exemptions in the securities laws of certain states might permit        
Warrants to be transferred to purchasers in states and other than those in which
the Warrants were initially qualified, the Company will be prevented from       
issuing Common Stock in such other states upon the exercise of the Warrants     
unless exemption from qualification is available or unless the issuance of      
Common Stock upon exercise of the Warrant is qualified.                         

 USE OF PROCEEDS

  The net proceeds (after deducting the estimated expenses of this
offering) to be received by the Company from the sale of the securities offered 
hereby are estimated to be approximately $6,496,000. The Company expects to use 
the net proceeds for working capital purposes, including the preparation, filing
and prosecution of patent applications and the enforcement of intellectual      
property rights in the United States and internationally, payments due to       
Princeton University under the 1994 Sponsored Research Agreement, and any       
extensions or renewals thereof, capital expenditures and general corporate      
purposes. Proceeds not immediately required for the purposes described above    
will be invested principally in short-term investment grade debt obligations,   
bank certificates of deposit, United States Government money market instruments 
or other short-term interest bearing investments.                               

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EXERCISE OF THE WARRANTS

         Each Warrant contains additional terms and conditions, described below,
that may affect the exercisability of the Warrant.                              

Warrant Exercise Procedure                                    

       In order to effectively exercise the Warrants and purchase the shares
of the Company's Common Stock which the Warrants entitle the holder to purchase,
a holder of Warrants, (a "Warrantholder") must comply with the procedure        
described below. Failure to follow this procedure may result in either a delay  
in the Warrantholder's receipt of a stock certificate or an effective exercise  
and return to the Warrantholder of the materials submitted for exercise.        

Public Warrants                                               

      The Public Warrants were issued in registered form under a warrant
agreement by and among the Company, American Stock Transfer & Trust Company, as 
warrant agent, and the Underwriter (the "Public Warrant Agreement"). Reference  
is made to the Public Warrant Agreement (which has been filed as an exhibit to  
the Registration Statement of which this Prospectus is a part) for a complete   
description of the terms and conditions therein (the description herein         
contained being qualified in its entirety by reference thereto).                

   The Public Warrants may be exercised upon surrender of the Public
Warrant certificate on or prior to the expiration date at the offices of        
American Stock Transfer & Trust Company (the "Warrant Agent"), 40 Wall Street,  
New York, New York 10005, with the exercise form on the reverse side of the     
Public Warrant certificate completed and executed as indicated, accompanied by  
full payment of the exercise price (by certified check or bank draft payable to 
the Company) to the Warrant Agent for the number of Public Warrants being       
exercised.                                                                      

         In the event that a Public Warrant is exercised in respect of less than
all of the shares of Common Stock specified therein prior to the expiration date
of the Public Warrants, a new Public Warrant will be issued to the registered   
holder for the remaining number of shares of Common Stock specified in the      
surrendered Public Warrant.                                                     

        The Public Warrants are redeemable by the Company, upon the consent of
the Underwriter upon notice of not less than 30 days, at a price of $.10 per    
Public Warrant, provided that the closing bid quotation of the Common Stock on  
all 20 trading days ending on the third day prior to the day on which the       
Company gives notice has been at least 214% (currently $7.49, subject to        
adjustment) of the then effective exercise price of the Public Warrants.        

Underwriter's Warrants                                        

         The Underwriter's Warrants were issued under a warrant agreement by and
between the Company and the Underwriter (the "Underwriter's Warrant Agreement").
Reference is made to the Underwriter's Warrant Agreement (which has been filed  
as an exhibit to the Registration Statement of which this Prospectus is a part) 
for a complete description of the terms and conditions therein (the description 
herein contained being qualified in its entirety by reference thereto).         

   The Underwriter's Warrants may be exercised upon surrender of the
Underwriter's Warrant certificate on or prior to the expiration date at the     
address of the Company, Three Bala Plaza East, Suite 104, Bala Cynwyd,          
Pennsylvania 19004, with the annexed Form of Election to Purchase duly executed,
accompanied by full payment of the exercise price payable by cash, check or a   
combination thereof payable to the order of the Company. The holder may also    
elect a cashless exercise by delivering, along with the Underwriter's Warrant   
certificate, a notice indicating (i) the holders's intention to effect a        
cashless exercise, (ii) the number of shares of Common Stock to be exchanged    
(the "Total Share Number") and (iii) the date on which the holder requests that 
such exchange occur. The exchange will take place on the later of either the    
date specified in the notice or the date the notice is received. Upon the       
exchange, the holder will receive a number of shares of Common Stock, rounded to
the next highest integer equal to the quotient obtained by                      

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dividing (x) the product of the Total Share Number and the current exercise     
price per share (after any adjustments) by (y) the current market price per     
share of Common Stock.                                                          

       In the event that an Underwriter's Warrant is exercised in respect of
less than all of the shares of Common Stock specified therein prior to the      
expiration date of the Underwriter's Warrants, a new Underwriter's Warrant will 
be issued to the holder thereof for the remaining number of shares of Common    
Stock specified in the surrendered Underwriter's Warrant.                       

Adjustments                                                                     

       The exercise price and the number of shares issuable upon exercise of
each Warrant will be adjusted in the event of stock splits, stock consolidations
and certain rights offerings or stock dividends involving Common Stock.         

Public Warrants                                               

      No fractional shares of Common Stock will be issued upon exercise of
the Public Warrants. However, if a holder of Public Warrants exercises all      
Public Warrants then owned of record by him or her, the Company will pay to him 
or her, in lieu of the issuance of any fractional share which is otherwise      
issuable, an amount in cash based on the market value of the Common Stock on the
last trading day prior to the exercise date.                                    

      In case of any reorganization or reclassification of the outstanding
Common Stock (other than a change in par value, or from par value to no par     
value, or as a result of a subdivision or combination), or in the case of any   
consolidation of the Company with, or merger of the Company into, another       
corporation (other than a consolidation or merger in which the Company is the   
continuing corporation and which does not result in any reclassification of the 
outstanding Common Stock), or in case of any sale or conveyance to another      
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder of each Public Warrant then outstanding will thereafter    
have the right to purchase the kind and amount of shares of Common Stock and    
other securities and property receivable upon such reorganization,              
reclassification, consolidation, merger, sale or conveyance by a holder of the  
number of shares of Common Stock which the holder of such Public Warrant will   
then be entitled to purchase. However, the Public Warrants are not subject to   
adjustment for issuances of Common Stock at prices below the exercise price of  
the public Warrants.                                                            

Underwriter's Warrants                                        

    The Company is not required upon the exercise of the Underwriter's
Warrants to either issue any certificates representing fractional shares of     
Common Stock or issue scrip or pay cash in lieu of fractional shares. All       
fractional shares will be eliminated by rounding any fraction up to the nearest 
whole number of shares.                                                         

      In case of any reorganization or reclassification of the outstanding
Common Stock (other than a change in par value, or from par value to no par     
value, or as a result of a subdivision or combination), or in the case of any   
consolidation of the Company with, or merger of the Company into, another       
corporation (other than a consolidation or merger in which the Company is the   
continuing corporation and which does not result in any reclassification of the 
outstanding Common Stock), or in case of any sale or conveyance to another      
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder of each Underwriter's Warrant then outstanding will        
thereafter have the right to purchase the kind and amount of shares of stock and
other securities and property receivable upon such reorganization,              
reclassification, consolidation, merger, sale or conveyance as if such holder   
was the owner of the shares of Common Stock underlying the Underwriter's        
Warrants at a price equal to the product of (i) the number of shares of Common  
Stock issuable upon exercise of the Underwriter's Warrants and (ii) the exercise
prices in effect for the Underwriter's Warrants immediately prior to the record 
date for such reclassification, change, consolidation, merger, sale or          
conveyance as if such holder had exercised the Underwriter's Warrants.          

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 LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.         

 EXPERTS

       The financial statements incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as    
indicated in their report with respect thereto, and are incorporated by         
reference herein in reliance upon the authority of said firm as experts in      
giving said reports.                                                            

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     No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this   
Prospectus and, if given or made, such information or representations must not  
be relied upon as having been authorized by the Company. This Prospectus does   
not constitute an offer to sell or a solicitation of an offer to buy to any     
person in any jurisdiction in which such offer or solicitation would be unlawful
or to any person to whom it is unlawful. Neither the delivery of this Prospectus
nor any offer or sale made hereunder shall, under any circumstances, create any 
implication that there has been no change in the affairs of the Company or that 
information contained herein is correct as of any time subsequent to the date   
hereof.                                                                         

 ---------------

 TABLE OF CONTENTS

                            Page

Available Information..................................2                        
Incorporation of Certain Documents                                              
by Reference........................................2                     
The Company ...........................................3                        
The Warrants...........................................3                        
Risk Factors...........................................3                        
Use of Proceeds....................................... 9                        
Exercise of the Warrants..............................10                        
Legal Matters.........................................12                        
Experts.............................................. 12                        

1,755,000 Shares                            

UNIVERSAL                           
DISPLAY                           
CORPORATION                           

Common Stock                            

---------------                           

PROSPECTUS                            
---------------                           

May __, 1997                            

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution                            

      The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby:                                  

Legal Fees and Expenses ...............................   $ 7,500               
Nasdaq Listing Fees....................................    17,500               
                                           -------
Total.........................................   $25,000      

Item 15. Indemnification of Directors and Officers                              

   Section 1741 of the Pennsylvania Business Corporation Law of 1988
provides the Company the power to indemnify any officer or director acting in   
his capacity as a representative of the Company who was, is, or is threatened to
be made a party to any action or proceeding against expenses, judgments,        
penalties, fines and amounts paid in settlement in connection with such action  
or proceeding whether the action was instituted by a third party or arose by or 
in the right of the Company. Generally, the only limitation on the ability of   
the Company to indemnify its officers and directors is if the act violates a    
criminal statute or if the act or failure to act is finally determined by a     
court to have constituted willful misconduct or recklessness.                   

     The Company's Bylaws provide a right to indemnification to the full
extent permitted by law, for expenses (including attorney's fees), damages,     
punitive damages, judgments, penalties, fines and amounts paid in settlement    
actually and reasonably incurred by any director or officer whether or not the  
indemnified liability arises or arose from any threatened, pending or completed 
proceeding by or in the right of the Company (a derivative action) by reason of 
the fact that such director or officer is or was serving as a director, officer,
employee or agent of the Company or, at the request of the Company, as a        
director, officer, partner, fiduciary or trustee of another corporation,        
partnership, joint venture, trust, employee benefit plan or other enterprise,   
unless the act or failure to act giving rise to the claim for indemnification is
financially determined by a court to have constituted willful misconduct or     
recklessness. The Bylaws provide for the advancement of expenses to an          
indemnified party upon receipt of an undertaking by the party to repay those    
amounts if it is finally determined that the indemnified party is not entitled  
to indemnification.                                                             

         The Company's Bylaws authorize the Company to take steps to ensure that
all persons entitled to the indemnification are properly indemnified, including,
if the Board of Directors so determines, purchasing and maintaining insurance.  
As of the date hereof, no such insurance has been purchased.                    

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Item 16. Exhibits                                                               

  The exhibits filed as part of this registration statement are as
follows:                                                                        

Exhibit                                                                         
Number           Description                                                    

**1.1         Form of Underwriting Agreement.                                 
**3.1         Articles of Incorporation of the Company.                       
**3.2         Bylaws of the Company.                                          
**4.1         Specimen stock certificate representing the Common Stock.       
**4.2         Specimen warrant certificate representing the Warrants.         
**4.3         Form of Public Warrant Agreement.                               
**4.4         Form of Underwriter's Warrant Agreement.                        
**5.1         Opinion of Morgan, Lewis & Bockius LLP regarding legality of    
securities being registered.                      
**23.1         Consent of Morgan, Lewis & Bockius LLP (included in its opinion  
filed as Exhibit 5.1).                            
*23.2         Consent of Arthur Andersen LLP.                                 
**24.1         Power of Attorney                                                
--------------------------                                                      

* Filed herewith.                                                               
** Previously filed.                                                            

Item 17. Undertakings                                                           

    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934 that is incorporated by reference in the        
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the      
Registrant pursuant to its Certificate of Incorporation, its Bylaws, or         
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as        
expressed in the Securities Act and is, therefore, unenforceable. In the event  
that a claim for indemnification against such liabilities (other than the       
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,   
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against a public policy as expressed in the       
Securities Act and will be governed by the final adjudication of such issue.    

The undersigned Registrant hereby undertakes:                 

               (1) To file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration statement
to:                                                           

                  (i) Include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;                       

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                  (ii) Reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
        or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
            of securities offered (if the total dollar value of securities
         offered would not exceed that which was registered) and any
         deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) of, in the aggregate,
          the changes in volume and price represent no more than a 20%
             change in the maximum aggregate offering price set forth in the
      "calculation of Registration Fee" table in the effective
registration statement;                           

                  (iii) Include any material information with respect to the
plan of distribution;                             

      Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by
     those paragraphs is incorporated by reference from periodic reports
        filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934.                              

                (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.       

                (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
the end of the offering.                                      

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the   
City of Bala Cynwyd, Commonwealth of Pennsylvania on the 27th day of May, 1997. 

 UNIVERSAL DISPLAY CORPORATION

                                         By:  /s/ Sherwin I. Seligsohn
                                                  ----------------------------
                                          Sherwin I. Seligsohn
                                            Chairman, Director and
                                             Chief Executive Officer

                                                                [Download Table]


            Name                            Title                       Date        
            ----                            -----                       -----       
                                                                                    
 /s/ Sherwin I. Seligsohn           Chairman, Director and Chief        May 27 1997 
----------------------------------  Executive Officer (Principal                    
Sherwin I. Seligsohn                Executive Officer)                              

 /s/ Steven V. Abramson             Director, President and Chief       May 27, 1997
----------------------------------  Operating Officer                               
Steven V. Abramson                                                                  

 /s/ Elizabeth H. Gemmill           Director                            May 27, 1997
----------------------------------                                                  
Elizabeth H. Gemmill                                                                

 /s/ Dean L. Ledger                 Director                            May 27, 1997
----------------------------------                                                  
Dean L. Ledger                                                                      

 /s/ Camille Naffah                 Director                            May 27, 1997
----------------------------------                                                  
Camille Naffah                                                                      

 /s/ Sidney D. Rosenblatt           Executive Vice President, Chief     May 27, 1997
----------------------------------  Financial Officer, Secretary and                
Sidney D. Rosenblatt                Treasurer (Principal Financial and              
                                    Accounting Officer)                             


 S-1

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 EXHIBIT INDEX

Exhibit                                                                    Page 
Number           Description                                              Number
-------          -----------                                              ------
**1.1    Form of Underwriting Agreement.                                      
**3.1    Articles of Incorporation of the Company.                            
**3.2    Bylaws of the Company.                                               
**4.1    Specimen stock certificate representing the Common Stock.            
**4.2    Specimen warrant certificate representing the Warrants.              
**4.3    Form of Public Warrant Agreement.                                    
**4.4    Form of Underwriter's Warrant Agreement.                             
**5.1    Opinion of Morgan, Lewis & Bockius LLP regarding legality of         
securities being registered.                                
**23.1    Consent of Morgan, Lewis & Bockius LLP (included in its opinion       
filed as Exhibit 5.1).                                      
*23.2    Consent of Arthur Andersen LLP.                                      
**24.1    Power of Attorney                                                     

--------------------------                                                      
* Filed herewith.                                                               
** Previously filed.                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
		4/11/01		2
		4/11/99		2
Filed on:		5/28/97		1		2			S-3
		5/27/97		19					DEF 14A
		5/22/97		2
		5/15/97		4					10QSB
		5/1/97		10
		4/30/97		10
		4/21/97		4					DEF 14A
		3/31/97		4					10-K405,  10KSB40,  10QSB
		3/28/97		4
		12/31/96		4		6			10-K405,  10KSB40,  10KSB40/A
		8/6/96		4					8-A12B
		4/11/96		2		10
		4/4/96		4
		12/31/95		9
		11/1/95		9
		6/22/95		5		9
		8/1/94		5
		10/22/93		9
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