-----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, ORHflMwG7YtD63lCNISey0YtvwTfDIzIlASlitrMZe59RR0MONZ0Nlcah/U2N3KU Hm01LMMcuhQcuQV2S2pIVw== 0001157523-10-002088.txt : 20100416 0001157523-10-002088.hdr.sgml : 20100416 20100416134704 ACCESSION NUMBER: 0001157523-10-002088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100413 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100416 DATE AS OF CHANGE: 20100416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRALIFE CORP 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: 10754296 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 FORMER COMPANY: FORMER CONFORMED NAME: ULTRALIFE BATTERIES INC DATE OF NAME CHANGE: 19940224 8-K 1 a6252597.htm ULTRALIFE CORPORATION 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


April 13, 2010
(Date of Report)


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


Delaware

000-20852

16-1387013

(State of incorporation)

(Commission File Number)

 

(IRS 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 (see General Instruction A.2. below):

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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Steven M. Anderson Elected as Director

On April 13, 2010, the Board of Directors (the “Board”) of Ultralife Corporation (the “Company”), on the recommendation of the Board’s Governance Committee, elected Steven M. Anderson to the Board.  Mr. Anderson will stand for re-election to the Board with the Company’s other director nominees at the Company’s annual meeting of shareholders on June 8, 2010.  

The Board has determined that Mr. Anderson is an independent director under NASDAQ governance standards.  There was no arrangement or understanding between Mr. Anderson and any other persons pursuant to which Mr. Anderson was selected as a director.  As of the date of this Current Report on Form 8-K, neither Mr. Anderson nor any of his immediate family members is a party, either directly or indirectly, to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Anderson will be entitled to the same compensation as the other non-employee directors who serve on the Board, as previously described in the Company’s filings with the Securities and Exchange Commission.

A copy of the press release announcing Mr. Anderson’s election to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Carole Lewis Anderson Agrees Not to Stand for Re-Election

Also on April 13, 2010, Carol Lewis Anderson agreed not to stand for re-election to the Board at the Company’s annual meeting of shareholders on June 8, 2010.  Ms. Anderson will complete her current term on the Board, which expires at the Company’s annual meeting of shareholders.

James E. Evans Resigns

On April 15, 2010, James E. Evans notified the Company that he would be resigning as the Company's Executive Vice President of Business Operations effective April 30, 2010.

Item 8.01  Other Events.

On April 13, 2010, the Board appointed Thomas L. Saeli  to serve on the Board’s Audit and Finance Committee and determined that he qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Also on April 13, 2010, the Company’s Board nominated James A. Croce and Robert W. Shaw II to stand for election at the Company’s annual meeting of shareholders on June 8, 2010.  If elected, Mr. Croce and Mr. Shaw will fill two of the vacancies created by Anthony J. Cavanna, Paula H.J. Cholmondeley and Carol Lewis Anderson not standing for election at the annual meeting of shareholders.  The Board’s Governance Committee recommended that Mr. Croce be nominated because of his expertise in the renewable energy industry and that Mr. Shaw be nominated because of his management expertise and experience serving as an executive officer.


The slate of directors that has been nominated to stand for election at the Company’s annual meeting of shareholders on June 8, 2010 is as follows:

Steven M. Anderson Patricia C. Barron
James A. Croce John D. Kavazanjian
Thomas L. Saeli Robert W. Shaw II
Ranjit C. Singh Bradford T. Whitmore

Item 9.01  Financial Statements and Exhibits.

(d)      Exhibits.

 
Exhibit No.   Description
99.1 Press Release, dated April 16, 2010.

SIGNATURES

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.

Date:

April 16, 2010

ULTRALIFE CORPORATION

 

 

 

/s/ Peter F. Comerford

Peter F. Comerford

Vice President of Administration and General Counsel

EX-99.1 2 a6252597ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Ultralife Corporation Names Steven M. Anderson to Board of Directors

NEWARK, N.Y.--(BUSINESS WIRE)--April 16, 2010--Ultralife Corporation (NASDAQ: ULBI) announced that Brigadier General, US Army (Retired) Steven M. Anderson has joined its board of directors, effective April 13. General Anderson fills the vacancy on the board created by the retirement of General Daniel W. Christman on March 24.

General Anderson, 53, brings more than 31 years’ experience in US Department of Defense operations. Anderson, a career military officer, retired from active duty in November 2009. Most recently, he served on the Army Staff in the Pentagon as the Director, Operations and Logistics Readiness, Office of the Army Deputy Chief of Staff. Prior to that he served for five years as a general officer in the US Army, including 15 months as the senior US and coalition logistician in Iraq in support of Operation Iraqi Freedom. In that role, he succeeded in cutting costs through energy demand reduction and directed the US Army’s Rapid Equipping Force to bring the Closed Cell Spray Polyurethane Foam initiative to Iraq to improve the energy efficiency of temporary structures. He was also responsible for the development and execution of two key Iraqi business development/employment initiatives: the Iraqi Trucking Network and the Iraqi-Based Industrial Zone, both of which now employ many thousands of Iraqis. After retiring from the US Army, General Anderson was appointed chief operating officer of Synovision Solutions LLC, a Service-Disabled Veteran Owned Small Business specializing in unique applications of emerging technology, many central to innovative energy solutions.

General Anderson has spoken publicly on logistics and energy issues at conferences, military schools, and universities in the US, Korea, Iraq and Europe. His papers have been published by the Institute of Land Warfare (Association of the US Army), the Armed Forces Journal, Army Logistician, and others. Comprehensive briefings on “Top Ten Myths of the War in Iraq,” and “Strategic Logistics Lessons on the War in Iraq” have served as the basis of numerous speeches, articles, interviews, and blog postings. A 1978 graduate of the US Military Academy at West Point, Anderson earned a Bachelor of Science degree with a concentration in Mechanical Engineering. In 1987 he earned a Master of Science in Operations Analysis Engineering at the Naval Post Graduate School. He is a graduate of the Army War College and an honor graduate of the Marine Corp Command and Staff College.

John D. Kavazanjian, Ultralife’s president and chief executive officer, said, “On behalf of the board of directors, we welcome Steven to Ultralife and look forward to having the benefit of his diverse military background to support the growth of our government/defense business.”

About Ultralife Corporation

Ultralife Corporation, which began as a battery company, 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, and the possibility of intangible asset impairment charges that may be taken should management decide to retire one or more of the brands of acquired companies. 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.

CONTACT:
Ultralife Corporation
Julius Cirin, 315-332-7100
jcirin@ultralifecorp.com
or
Investor Relations:
Lippert/Heilshorn & Associates, Inc.
Jody Burfening, 212-838-3777
jburfening@lhai.com

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