8-K

UNITED STATESSECURITIES 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):

April 30, 2009


ULTRALIFE CORPORATION
(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))

Item 2.02. Results of Operations and Financial Condition.

Ultralife Corporation (the “Company”) reported revenue of $39.8 million for its first quarter ended March 29, 2009, a decrease of $9.8 million, or 20%, from the $49.6 million in revenue reported for the comparable quarter of 2008.  The Company reported an operating loss of $2.3 million in the first quarter of 2009, compared with operating income of $2.4 million in the same period a year ago.   

The information set forth in this Form 8-K and the attached exhibit is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed to be incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.

Item 9.01. Financial Statements, Pro Forma Financials and Exhibits.

(a)	Exhibits.
	99.1 Press Release dated April 30, 2009.

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 CORPORATION
Dated:	April 30, 2009	By:	/s/Robert W. Fishback
			Vice President of Finance & CFO

INDEX TO EXHIBITS

(99)	Additional Exhibits
	99.1      Press Release dated April 30, 2009.

EX-99.1

Exhibit 99.1

Ultralife Corporation Reports First Quarter Results

NEWARK, N.Y.--(BUSINESS WIRE)--April 30, 2009--Ultralife Corporation (NASDAQ: ULBI) reported revenue of $39.8 million for its first quarter ended March 29, 2009, a decrease of $9.8 million, or 20%, from the $49.6 million in revenue reported for the comparable quarter of 2008. The company reported an operating loss of $2.3 million in the first quarter of 2009, compared with operating income of $2.4 million in the same period a year ago.

The $9.8 million decrease in revenue resulted primarily from lower shipments of advanced communications systems, as orders received in the latter part of 2007 were fulfilled during 2008. Partially offsetting this was a near doubling of rechargeable product revenue as demand for rechargeable batteries and chargers rose. Consolidated gross margin for the first quarter was 20%, compared with 22% in the same quarter a year ago.

Operating expenses for the first quarter of 2009 totaled $10.0 million compared to $8.5 million a year ago. The $1.5 million increase in operating expenses was attributable to increases in product development costs, higher selling and marketing expenses related to the development of the standby power business, and generally higher administrative costs. The net loss for the first quarter of 2009 was $2.5 million, or $0.15 per share, compared with net income of $2.4 million, or $0.14 per share, for the same quarter in 2008.

During the first quarter of 2009, borrowings under the company’s revolving credit facility increased $16.6 million. This resulted primarily from the acquisition of assets associated with the AMTI brand in March 2009 that required $5.7 million in cash, the repurchase of approximately 416,000 shares of the company’s common stock for $3.3 million under the company’s share repurchase program, and the prepositioning of inventory for an anticipated order.

“Our fiscal year 2009 has started more slowly than we had planned,” said John D. Kavazanjian, president and chief executive officer. “First, the release of government/defense orders is taking longer than anticipated. Although funding for the related programs is in place, there have been government delays in finalizing the proper contract vehicles. However, in order to be responsive to anticipated customer needs, our inventory levels rose during the quarter to put us in a delivery-ready mode. Second, severe price competition by component suppliers has been putting pressure on the margins in our standby power business. To combat these short-term pricing dynamics, we are intensifying our efforts to market our system solutions, which bundle services and products, to customers and prospects. We believe that our value-added solutions approach, combined with our engineering and services capabilities and growing national footprint, creates a compelling advantage that will support long-term growth in the standby power market.”

Kavazanjian added, “Although we still expect orders for our advanced communications systems and rechargeable batteries and charging systems to be released against government/defense programs in 2009, our assumption is that administrative delays will cause implementation of these programs to be one quarter later than previously anticipated. In other areas of our business, our outlook for growth remains unchanged.”

Outlook

As a result of the delays in government/defense programs, management has lowered its revenue guidance for 2009 from $250 million to approximately $230 million and reduced its operating income estimate from approximately $20 million to approximately $13 million.

About Ultralife Corporation

Ultralife Corporation, which began as a battery company, now serves its markets with products and services ranging from portable and standby power solutions to communications and electronics systems. Through its engineering and collaborative approach to problem solving, Ultralife serves government, defense and commercial customers across the globe.

Ultralife’s family of brands includes: Ultralife Batteries, Stationary Power Services, RPS Power Systems, ABLE, McDowell Research, RedBlack Communications and AMTI. Ultralife’s operations are in North America, Europe and Asia. For more information, visit www.ultralifecorp.com.

This press release may contain 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: worsening global economic conditions, increased competitive environment and pricing pressures, disruptions related to restructuring actions and delays. The Company cautions investors not to place undue reliance on forward-looking statements, which reflect the Company’s analysis only as of today’s date. The Company undertakes no obligation to publicly update forward-looking statements to reflect subsequent events or circumstances. 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.

Conference Call Information

Investors are invited to listen to a live webcast of the conference call at 10:00 a.m. ET on April 30, 2009 at http://investor.ultralifecorp.com. To listen to the live call, please go to the web site at least fifteen minutes early to download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay of the webcast will be available shortly after the call at the same location for 90 days. Investors may also listen to a telephone replay of the conference call by dialing 888-203-1112, Reservation 2784675, during the period starting at 1:00 p.m. ET April 30 and ending at 1:00 p.m. ET May 7, 2009.

ULTRALIFE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
	Three-Month Periods Ended
	March 29,			March 29,
		2009			2008
Revenues:
Non-rechargeable products	$	15,572		$	14,616
Rechargeable products		13,854			6,738
Communications systems		4,236			24,054
Design and installation services		6,141			4,179
Total revenues		39,803			49,587
Cost of products sold:
Non-rechargeable products		12,750			11,632
Rechargeable products		10,416			5,537
Communications systems		3,196			17,861
Design and installation services		5,660			3,682
Total cost of products sold		32,022			38,712
Gross margin		7,781			10,875
Operating expenses:
Research and development		1,980			1,609
Selling, general, and administrative		8,058			6,903
Total operating expenses		10,038			8,512
Operating income (loss)		(2,257	)		2,363
Other income (expense):
Interest income		3			11
Interest expense		(182	)		(329	)
Gain on insurance settlement		-			39
Gain on debt conversion		-			313
Miscellaneous		11			69
Income (loss) before income taxes		(2,425	)		2,466
Income tax provision-current		2			54
Income tax provision (benefit)-deferred		89			(9	)
Total income taxes		91			45
Net income (loss)		(2,516	)		2,421
Net loss attributable to noncontrolling interest		4			13
Net income (loss) attributable to Ultralife	$	(2,512	)	$	2,434
Net income (loss) attributable to Ultralife common shareholders - basic	$	(0.15	)	$	0.14
Net income (loss) attributable to Ultralife common shareholders - diluted	$	(0.15	)	$	0.14
Weighted average shares outstanding - basic		17,115			17,027
Weighted average shares outstanding - diluted		17,115			17,441

ULTRALIFE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Per Share Amounts)
(unaudited)
	March 29,			December 31,
ASSETS		2009			2008
Current assets:
Cash and investments	$	943		$	1,878
Trade accounts receivable, net		32,040			30,588
Inventories		48,076			40,465
Prepaid expenses and other current assets		2,155			2,242
Total current assets		83,214			75,173
Property and equipment		18,095			18,465
Other assets
Goodwill, intangible and other assets		39,881			35,949
Total Assets	$	141,190		$	129,587
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	17,576		$	1,425
Accounts payable		20,453			20,255
Other current liabilities		11,398			10,556
Total current liabilities		49,427			32,236
Long-term liabilities:
Long-term debt and capital lease obligations		4,029			4,670
Other long-term liabilities		4,669			4,528
Total long-term liabilities		8,698			9,198
Shareholders' equity:
Ultralife equity:
Common stock, par value $0.10 per share		1,821			1,815
Capital in excess of par value		168,031			167,259
Accumulated other comprehensive income (loss)		(1,977	)		(1,930	)
Accumulated deficit		(77,292	)		(74,780	)
		90,583			92,364
Less -- Treasury stock, at cost		7,558			4,232
Total Ultralife equity		83,025			88,132
Noncontrolling interest		40			21
Total shareholders' equity		83,065			88,153
Total Liabilities and Shareholders' Equity	$	141,190		$	129,587

CONTACT:
Ultralife Corporation
Robert W. Fishback, 315-332-7100
bfishback@ulbi.com
or
Investor Relations:
Lippert/Heilshorn & Associates, Inc.
Jody Burfening, 212-838-3777
jburfening@lhai.com