-----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, L3XDvcCZwmseaCpypKKdAitzhxdCchfAaGbmU8DBm9RM6sGY4CQjA3AWNHJeH44l TmirQAkNka/jAVkg2UWOIw== 0001157523-06-006020.txt : 20060609 0001157523-06-006020.hdr.sgml : 20060609 20060609090242 ACCESSION NUMBER: 0001157523-06-006020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060609 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060609 DATE AS OF CHANGE: 20060609 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20852 FILM NUMBER: 06895504 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: NY ZIP: 14513 8-K 1 a5166478.txt ULTRALIFE BATTERIES, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2006 ULTRALIFE BATTERIES, INC. ------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation or organization) 0-20852 16-1387013 ------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 2000 Technology Parkway, Newark, New York 14513 ----------------------------------------------- (Address of principal executive offices) (Zip Code) (315) 332-7100 -------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Ultralife Batteries, Inc. (the "Company") announced that Carole Lewis Anderson has been elected to the company's Board of Directors at the Annual Meeting of Shareholders on June 8, 2006. In addition, the company has announced that Carl H. Rosner has retired from the Board. The Company's press release issued in connection with the announcement of the annual meeting is attached as Exhibit 99.1 to this Form 8-K, and the information set forth therein is furnished under Item 7.01. Item 9.01. Financial Statements, Pro Forma Financials and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release dated June 9, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ULTRALIFE BATTERIES, INC. Dated: June 9, 2006. By: /s/Peter F. Comerford ----------------------------------- Vice President of Administration & General Counsel 2 EX-99.1 2 a5166478ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Ultralife Batteries Announces Election of Carole Lewis Anderson to Board of Directors and Retirement of Carl H. Rosner NEWARK, N.Y.--(BUSINESS WIRE)--June 9, 2006--Ultralife Batteries, Inc., (NASDAQ: ULBI) announced that Carole Lewis Anderson has been elected to the company's Board of Directors at the Annual Meeting of Shareholders on June 8, 2006. In addition, the company has announced that Carl H. Rosner has retired from the Board. Mr. Rosner cited his need to devote all of his time to CardioMag Imaging as its president and CEO as his sole reason not to stand for re-election to the Ultralife Batteries Board of Directors. "We are delighted and extremely fortunate that Carole has joined the Board," said John D. Kavazanjian, Ultralife's president and chief executive officer. "With her extensive background and unique combination of skills in corporate strategy, finance and acquisitions, Carole will add great depth to our already strong Board in support of our growth objectives." "On behalf of the Board, I thank Carl Rosner for 14 years of outstanding service. As one of Ultralife's original Board members, we have benefited greatly from his guidance and counsel, and he will be deeply missed," said Kavazanjian. Ms. Anderson, 61, is a co-founder and principal of Suburban Capital Markets, Inc., a commercial real estate finance company, and president of MASDUN Capital Advisors, a private investment company. Suburban is one of the nation's leading conduit mortgage lenders to owners of income producing real estate in all commercial sectors. Previously, Ms. Anderson was president and chief executive officer of MNC Investment Bank (a division of MNC Financial, subsequently becoming a part of Bank of America). Earlier she was its managing director for merger and acquisition services, directing activities related to the purchase and sale of companies and divisions of companies, including leveraged buyouts, tender offers, general financial advisory services and takeover defense. She was a director of MNC Commercial and an advisory director of MNC Ventures. Prior to joining MNC Investment Bank as a managing director, Ms. Anderson served as senior vice president for corporate development, responsible for corporate strategy, acquisitions and investor relations, of Hasbro, Inc., as a member of the Board of Directors and as president of the Infant Products Division. Earlier, she was managing director, mergers and acquisitions, at PaineWebber, Inc. in New York City. During that period she led many merger, acquisition and sale transactions for clients ranging from middle-market companies to the Fortune 100. Before moving into the investment banking division, Ms. Anderson was a securities analyst with PaineWebber for six years. Ms. Anderson has been a frequent speaker on issues related to the merger and acquisition practice, to commercial real estate finance and to women in business. As a Penn State Fellow she has taught and chaired seminars, and has lectured at Mary Baldwin College and at merger and acquisition seminars of the Darden School at the University of Virginia. Ms. Anderson holds a BA degree from Pennsylvania State University and an MBA in Finance from New York University. About Ultralife Batteries, Inc. Ultralife is a global provider of high-energy power systems for diverse applications. The company develops, manufactures and markets a wide range of non-rechargeable and rechargeable batteries, charging systems and accessories for use in military, industrial and consumer portable electronic products. Through its portfolio of standard products and engineered solutions, Ultralife is at the forefront of providing the next generation of power systems. Industrial, retail and government customers include General Dynamics, Philips Medical Systems, General Motors, Energizer, Kidde Safety, Lowe's, Radio Shack and the national defense agencies of the United States, United Kingdom, Germany and Australia, among others. Ultralife's headquarters, principal manufacturing and research facilities are in Newark, New York, near Rochester. Ultralife Batteries (UK) Ltd., a second manufacturing facility, is located in Abingdon, England. Both facilities are ISO-9001 certified. Detailed information on Ultralife is available at the company's web site, http://www.ultralifebatteries.com. This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The potential risks and uncertainties that could cause actual results to differ materially include: loss of business with the U.S. government, worsening global economic conditions, world events, increased competitive environment and pricing pressures, disruptions related to restructuring actions and delays. Further information on these factors and other factors that could affect Ultralife's financial results is included in Ultralife's Securities and Exchange Commission (SEC) filings, including the latest Annual Report on Form 10-K. Ultralife(R) is a registered trademark of Ultralife Batteries, Inc. CONTACT: Ultralife Batteries, Inc. Peter Comerford, 315-332-7100 pcomerford@ulbi.com or Investor Relations: Lippert/Heilshorn & Associates, Inc. Jody Burfening, 212-838-3777 jburfening@lhai.com or Media: Lippert/Heilshorn & Associates, Inc. Chenoa Taitt, 212-838-3777 ctaitt@lhai.com -----END PRIVACY-ENHANCED MESSAGE-----