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PANL > SEC Filings for PANL > Form 8-K on 27-Jul-2012All Recent SEC Filings

Show all filings for UNIVERSAL DISPLAY CORP \PA\ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNIVERSAL DISPLAY CORP \PA\


27-Jul-2012

Entry into a Material Definitive Agreement, Completion of Acquisition


Item 1.01 Entry into a Material Definitive Agreement.

On July 23, 2012, Universal Display Corporation (the "Registrant") entered into a Patent Sale Agreement, dated as of July 23, 2012, by and between FUJIFILM Corporation and the Registrant (the "Agreement"). Under the Agreement, FUJIFILM sold approximately 1,255 OLED (organic light emitting diode) related patents and patent applications in exchange for a cash payment of $105 million. The Agreement contains customary representations and warranties and covenants, including respective covenants not to sue by both parties thereto.

The Agreement permits the Registrant to assign all of its rights and obligations under the Agreement to its affiliates, and the Registrant will, prior to the consummation of the transactions contemplated by the Agreement, so assign its rights and obligations to UDC Ireland Limited ("UDC Ireland"), a wholly-owned subsidiary of the Registrant formed under the laws of the Republic of Ireland.

The Agreement is filed as Exhibit 99.1 to this Current Report on Form 10-K and is incorporated in this Item 1.01 by reference.



Item 2.01 Completion of Acquisition or Disposition of Assets.

The transactions contemplated by the Agreement were consummated on July 26, 2012.

The information set forth in Item 1.01 is incorporated in this Item 2.01 by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                    Exhibit Title
                 Patent Sale Agreement, dated as of July 23, 2012
     99.1        by and between FUJIFILM Corporation and
                 Universal Display Corporation


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