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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
May 22, 2006
(Date of Report)
ULTRALIFE BATTERIES, INC.
(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)
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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))
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Item 3.02 Unregistered Sales of Equity Securities.
On May 22, 2006, Ultralife Batteries, Inc. (the "Registrant") issued
96,247 shares of its common stock and five-year warrants to purchase a further
100,000 shares of its common stock to Huang Deyong, Li Xiaochun and Zhu Dehong
(together, the "Sellers") in connection with the closing of the Registrant's
acquisition of all the outstanding shares of Able New Energy Co., Ltd., a
manufacturer of lithium batteries located in Shenzhen, China, for an aggregate
purchase price of approximately $4,200,000, which included approximately
$2,500,000 in cash, of which $500,000 is contingent upon the achievement of
certain performance milestones. The exercise price of the warrants issued to the
Sellers is $12.30 per share, which was the closing price per share of the
Registrant's common stock on January 25, 2006, the date the parties executed the
purchase agreement for the acquisition of Able New Energy Co., Ltd.
The Registrant issued its common stock and warrants to the Sellers
without registration under Section 5 of the Securities Act of 1933 in reliance
on the exemption from registration contained in Section 4(2) of the Securities
Act. Section 4(2) of the Securities Act exempts from registration "transactions
by an issuer not involving any public offering." To qualify for this exemption,
the purchasers of the securities must (1) have enough knowledge and experience
in finance and business matters to evaluate the risks and merits of the
investment or be able to bear the investment's economic risk, (2) have access to
the type of information normally provided in a prospectus and (3) agree not to
resell or distribute the securities to the public absent an effective
registration statement. In addition, the Registrant cannot use any form of
public solicitation or general advertising in connection with the offering.
The Registrant believes that all of the requirements to qualify to use
the exemption from registration contained in Section 4(2) of the Securities Act
have been satisfied in connection with the issuance of its common stock and
warrants to the Sellers. Specifically, (1) the Registrant has determined that
the Sellers, together with their advisors, are knowledgeable and experienced in
finance and business matters and thus are able to evaluate the risks and merits
of acquiring the Registrant's common stock; (2) the Sellers have advised the
Registrant that they are able to bear the economic risk of acquiring the common
stock; (3) the Registrant has provided the Sellers with access to the type of
information normally provided in a prospectus; (4) the Sellers have agreed not
to resell or distribute the securities to the public except as permitted by the
federal securities laws; and (5) the Registrant did not use any form of public
solicitation or general advertising in connection with the offering.
Item 8.01 Other Events.
On May 22, 2006, the Registrant completed its acquisition of all the
outstanding shares of Able New Energy Co., Ltd. A copy of the press release
issued by the Registrant in connection with the completion of the acquisition is
attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated May 23, 2006, announcing the acquisition
of Able New Energy Co., Ltd.
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: As of May 22, 2006 ULTRALIFE BATTERIES, INC.
/s/ Peter F. Comerford
-----------------------------------
Peter F. Comerford
Vice President of Administration &
General Counsel
Exhibit 99.1
Ultralife Batteries Completes Acquisition of ABLE New Energy
NEWARK, N.Y.--(BUSINESS WIRE)--May 23, 2006--Ultralife Batteries,
Inc. (NASDAQ: ULBI) has completed the acquisition of ABLE New Energy
Co., Ltd., a manufacturer of lithium batteries located in Shenzhen,
China.
Under the terms of the acquisition, the purchase price of
approximately $4.2 million consists of cash, common stock and stock
warrants. The cash portion is equal to $2.5 million, with $2 million
paid upon the closing and $500,000 contingent on the achievement of
certain performance milestones of the acquired business. The equity
portion of the purchase price consists of approximately 96,000 shares
of Ultralife common stock and 100,000 stock warrants.
Established in 2003, ABLE produces non-rechargeable
lithium-manganese dioxide and lithium-thionyl chloride batteries, and
supplies a variety of other non-rechargeable and rechargeable battery
chemistries, for a wide range of applications worldwide including
utility meters, security systems, tire pressure sensors, medical
devices, automotive electronics and memory backup, among many others.
In 2005, based on unaudited figures, ABLE generated approximately
$300,000 in operating profit on approximately $2.3 million in revenue.
"We acquired ABLE to enhance our global presence and competitive
strength both through the expansion of our product line and by
creating access to lower material and manufacturing costs," said John
D. Kavazanjian, Ultralife's president and chief executive officer.
"This acquisition will also facilitate our entry into the rapidly
growing Chinese market."
Information about ABLE is available at: www.able-battery.com.
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: www.ultralifebatteries.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. 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 Batteries, Inc.
Pete Comerford, 315-332-7100
pcomerford@ulbi.com
or
Lippert/Heilshorn & Associates, Inc.
Investor Relations:
Jody Burfening, 212-838-3777
jburfening@lhai.com
or
Media:
Chenoa Taitt, 212-838-3777
ctaitt@lhai.com