-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyVF3pFfw007hNOG83fhZ2UKESuC//ceRzqjN9oV5IwQXuSjlneUbuHPkWrDQpT5 aPVzfbbLA2vUOIdGlJFQpQ== 0000950116-00-000301.txt : 20000217 0000950116-00-000301.hdr.sgml : 20000217 ACCESSION NUMBER: 0000950116-00-000301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRALIFE BATTERIES INC CENTRAL INDEX KEY: 0000875657 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 161387013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44435 FILM NUMBER: 546728 BUSINESS ADDRESS: STREET 1: 2000 TECHNOLOGY PARKWAY CITY: NEWARK STATE: NY ZIP: 14513 BUSINESS PHONE: 3153327100 MAIL ADDRESS: STREET 1: 2000 TECHNOLOGY PARKWAY CITY: NEWARK STATE: NJ ZIP: 14513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ SCHEDULE 13D Under the Securities Exchange of 1934 Amendment No. 5 Ultralife Batteries, Inc. ------------------------------ (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 903899102 ------------------------------ (CUSIP Number) Glenn H. Epstein, President Intermagnetics General Corporation 450 Old Niskayuna Road Latham, New York 121 (518)782-1122 ------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2000 ------------------------------ (Date of Event that Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior covering page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages - ------------------------------------------------------------------------------- CUSIP No. 903899102 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS, S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Intermagnetics General Corporation 14-1537454 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (See Instructions) (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of New York - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER 875,753 SHARES | | BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER 0 EACH | | REPORTING | 9 | SOLE DISPOSITIVE POWER 875,753 PERSON WITH | | | | | 10 | SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 875,753 - ------------------------------------------------------------------------------ 12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------ SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 Pages This Amendment No. 5 to Schedule 13D ("Amendment No. 3") amends and supplements the prior statement on Schedule 13D (the "Statement") as filed by Intermagnetics General Corporation (the "Reporting Person") dated December 31, 1992, as amended by Amendment No. 1 to Schedule 13D, dated May 28, 1993, Amendment No. 2 to Schedule 13D, dated December 1, 1994, Amendment No.3 to Schedule 13D, dated September 28, 1995 and Amendment No. 4 dated March 1, 1996, each of which relate to the Common Stock, $.10 par value per share, of Ultralife Batteries, Inc., a Delaware corporation (the "Issuer"). In the event that any disclosure contained in this Amendment No. 5 is inconsistent with the disclosure contained in the Statement, the disclosures contained herein shall supersede such inconsistent disclosure from the date of this Amendment No. 5. Item 1. Security and Issuer No change. Item 2. Identity and Background Schedule I to the Statement, which contains background information regarding each executive officer and director of the Reporting Person and is incorporated by reference into Item 2 of the Statement, is hereby amended and restated to read in its entirety as set forth in Schedule I attached hereto. Item 3. Source and Amount of Funds or Other Consideration No change. Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer (a) Item 5.a. of the Statement is hereby amended and restated to read in its entirety as follows: The Reporting Person currently owns 875,753 shares of the Common Stock of the Issuer (the "Shares") corresponding to approximately 8.1% of the outstanding shares of Common Stock of the Issuer. Carl H. Rosner, Chairman of the Reporting Person, owns 833 shares of the Common Stock of the Issuer. Mr. Rosner also serves as a director of the Issuer. As a director of the Issuer, Mr. Rosner has received, and currently holds, options to purchase shares of Common Stock of the Issuer as follows: Page 3 of 6 Pages Shares Subject to Purchase Exercise Price Expiration Date ----------------------------------------------------------- 1,500 $18.250 June 30, 2000 1,500 $24.500 September 30, 2000 1,500 $24.000 December 31, 2000 1,500 $14.750 March 31, 2001 1,500 $14.250 June 30, 2001 1,500 $11.625 September 30, 2001 1,500 $ 8.625 December 31, 2001 1,500 $ 9.750 March 31, 2002 1,500 $11.625 June 30, 2002 1,500 $17.875 September 30, 2002 1,500 $17.000 December 31, 2002 1,500 $14.875 March 31, 2003 1,500 $ 8.500 June 30, 2003 12,000 $ 8.250 June 25, 2003 1,500 $ 6.000 March 30, 2003 1,500 $ 5.1875 December 31, 2003 1,500 $ 5.0625 March 31, 2004 1,500 $ 5.500 June 30, 2004 1,500 $ 4.000 September 30, 2004 1,500 $ 6.125 December 31, 2004 The shares and options to purchase shares owned by Mr. Rosner represent approximately 0.4% of the outstanding shares of Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of such shares and options to acquire such shares. Joseph C. Abeles, a director of the Reporting Person, owns 199,000 shares of the Common Stock of the Issuer. Mr. Abeles also serves as a director of the Issuer. As a director of the Issuer, Mr. Abeles has received, and currently holds, options to purchase shares of the Issuer as follows: Shares Subject to Purchase Exercise Price Expiration Date ----------------------------------------------------------- 1,500 $18.250 June 30, 2000 1,500 $24.500 September 30, 2000 1,500 $24.000 December 31, 2000 1,500 $14.750 March 31, 2001 1,500 $14.250 June 30, 2001 1,500 $11.625 September 30, 2001 1,500 $ 8.625 December 31, 2001 1,500 $ 9.750 March 31, 2002 1,500 $11.625 June 30, 2002 1,500 $17.875 September 30, 2002 1,500 $17.000 December 31, 2002 1,500 $14.875 March 31, 2003 1,500 $ 8.500 June 30, 2003 9,000 $ 8.250 June 25, 2003 1,500 $ 6.000 March 30, 2003 1,500 $ 5.1875 December 31, 2003 1,500 $ 5.0625 March 31, 2004 1,500 $ 5.500 June 30, 2004 1,500 $ 4.000 September 30, 2004 1,500 $ 6.125 December 31, 2004 Page 4 of 6 Pages The shares and options to purchase shares owned by Mr. Abeles represent approximately 2.2% of the outstanding shares of Common Stock of the Issuer. In addition, Mr. Abeles's spouse owns 25,000 shares of the Common Stock of the Issuer, and Mr. Abeles disclaims beneficial ownership of such shares. Abeles Associates, Inc., a company of which Mr. Abeles is Chairman, owns 12,000 shares of the Common Stock of the Issuer, and Mr. Abeles disclaims beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by Mr. Abeles. Thomas L. Kempner, a director of the Reporting Person, owns 14,000 shares of the Common Stock of the Issuer, corresponding to approximately 0.1% of the outstanding shares of Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by Mr. Kempner. Stuart A. Shikiar, a director of the Reporting Person, owns 87,500 shares of the Common Stock of the Issuer, corresponding to approximately 0.8% of the outstanding shares of Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by Mr. Kempner. (b) No change (c) Item 5.(c) of the Statement is amended by adding to the end thereof the following: On February 8, 2000, the Reporting Person sold 100,000 shares of the Issuer's Common Stock at a price of $10.00 per share in a brokerage transaction reported on NASDAQ. (d) No change. (e) No Change. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to Be Filed as Exhibits No change. Page 5 of 6 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. INTERMAGNETICS GENERAL CORPORATION February 15, 2000 By: /s/ Michael C. Zeigler ----------------------------------- Michael C. Zeigler Senior Vice President - Finance, and Chief Financial Officer Page 6 of 6 Pages Schedule I ---------- The names, addresses and principal occupations of each of the executive officers and directors of Intermagnetics General Corporation (the "Reporting Person") are listed below. Except as noted, all such persons are U.S. citizens. The business address of each of the persons listed below is c/o Intermagnetics General Corporation, 450 Old Niskayuna Road, Latham, New York 12110. Name Positions and Principal Occupation - ---- and Principal Address of Organization in which such Employment is Conducted ----------------------------------------------------- Glenn H. Epstein President and Chief Executive Officer of the Reporting Person Michael C. Zeigler Senior Vice-President - Finance & Chief Financial Officer of the Reporting Person Ian L. Pykett Chief Technical Officer of the Reporting Person (citizen of Great Britain) Leo Blecher Vice President and General manager of IGC-Magnet Business Group, a division of the Reporting Person Barry Gawthrope Vice President and General Manager of IGC-Advanced Superconductors, a division of the Reporting Person David E. Dedman Vice President and General Manager of IGC-APD Cryogenics Inc. and IGC-Polycold Systems Inc., two wholly-owned subsidiaries of the Reporting Person Richard Stevens Vice President and General Manager of IGC-Medical Advances Inc., a wholly-owned subsidiary of the Reporting Person Carl H. Rosner Chairman of the Board of Directors of the Reporting Person Joseph C. Abeles Director of the Reporting Person; private investor; Suite 505, 220 East 42nd Street, New York, NY 10017 John M. Albertine Director of the Reporting Person; Chairman and CEO of Albertine Enterprises, Inc., 1156 Fifteenth Street, NW, Suite 505, Washington, DC 20005 Edward E. David, Jr. Director of the Reporting Person; President, EED Inc.; P.O. Box 435, Bedminster, NY 07921 Schedule I - Page 1 of 2 Pages Name and Address Positions and Principal Occupation - ---------------- and Principal Address of Organization in which such Employment is Conducted ---------------------------------------------------- James S. Hyde Director of the Reporting Person; Professor of Biophysics at the Medical College of Wisconsin since 1975; 8701 Watertown Plan Road, P.O. Box 26509, Milwaukee, WI 53226-0509 Thomas L. Kempner Director of the Reporting Person; Chairman and Chief Executive Officer, Loeb Partners Corporation; Room 2450, 61 Broadway, New York, NY 10006 Stuart A. Shikiar Director of the Reporting Person; President, Shikiar Asset Management, Inc.; 399 Park Avenue, New York, NY 10022 Sheldon Weinig Director of the Reporting Person, Adjunct Professor, Columbia University and State University of New York at Stony Brook Schedule I - Page 2 of 2 Pages -----END PRIVACY-ENHANCED MESSAGE-----