UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ultralife Batteries, Inc.
(Name of Issuer)
COMMON STOCK, par value $.10
(Title of Class of Securities)
903899102
(CUSIP Number)
Jerald A. Trannel
290 South County Farm Road, Third Floor
Wheaton, Illinois 60187-4526
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 7, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [X]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) 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 cover 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).
2
Schedule 13D
CUSIP No. 903899102 Page 2 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Brothers, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares 8 Shared Voting Power
Beneficially 2,957,120 shares
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
2,957,120 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,957,120 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
19.8%
14. Type of Reporting Person (See instructions)
PN,
3
Schedule 13D
CUSIP No. 903899102 Page 3 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 25,815
Shares
Beneficially 8 Shared Voting Power
Owned by 2,957,120
Each
Reporting 9 Sole Dispositive Power
Person 25,815
With
10 Shared Dispositive Power
2,957,120
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,982,935
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
20.0%
14. Type of Reporting Person (See instructions)
IN
4
Schedule 13D
CUSIP No. 903899102 Page 4 of 10 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Spurgeon Corporation
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Corporation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 2,957,120 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,957,120 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,957,120
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
19.8%
14. Type of Reporting Person (See instructions)
CO
5
Page 5 of 9 Pages
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value
$.10 per share (the "Common Stock") issued by, a Delaware
corporation (the "Company"), whose principal executive
offices are located at 2000 Technology Parkway, Newark, New
Jersey 14513.
Item 2. Identity and Background
(a) The statement is filed by Grace Brothers, Ltd., an
Illinois limited partnership ("Grace"). Bradford T.
Whitmore ("Whitmore") and Spurgeon Corporation
("Spurgeon") are the general partners of Grace.
(b) The business address of Grace and Whitmore is 1560
Sherman Avenue, Suite 900, Evanston, Illinois 60201.
The business of Spurgeon is 290 South County Farm Road,
Third Floor, Wheaton, Illinois 60187.
(c) The principal business of Grace is to purchase, sell,
invest, and trade in securities. Whitmore's principal
occupation is that of being a general partner of Grace.
The principal business of Spurgeon is that of being a
general partner of Grace. The names, business addresses,
and present principal occupation or employment of each
director and executive officer of Spurgeon are set forth in
Exhibit A hereto.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to , federal or state securities laws or
finding any violation with respect to such laws.
(f) Grace is an Illinois limited partnership and Spurgeon
is an Illinois corporation. Whitmore is a citizen of the
United States.
6
Page 6 of 9 Pages
Item 3. Source and Amount of Funds
The shares of Common Stock to which this Schedule 13D
relates (the "Shares") was purchased with working capital
and partnership funds.
Item 4. Purpose of Transaction.
The Filers previously reported their holdings on Schedule
13G and are voluntarily filing this 13D, which would
otherwise be required at such point in time, if any, as the
Filers' holdings represent 20% or more of the outstanding
shares of Common Stock. The Filers may, depending on
market conditions and other factors they deem material,
purchase additional shares of Common Stock or dispose of
all or a portion of the Shares that they now own or any
shares of Common Stock they may hereafter acquire. Future
changes in the Filers' holdings will be reported on
amendments to this Schedule 13D.
Except as set forth herein, the Filers have no plans or
proposals which relate to or would result in any of the
actions set forth in subparagraphs (a) through (j) of this
Item 4.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this filing, Grace beneficially owns
2,957,120 shares of Common Stock, representing
approximately 19.8% of the outstanding shares of Common
Stock. As general partner of Grace, Spurgeon may be deemed
beneficial owner of 2,957,120 shares of Common Stock, or
19.8% of the outstanding shares of Common Stock, although
they otherwise disclaim beneficial ownership. As general
partner of Grace, Whitmore may be deemed beneficial owner
of 2,957,120 shares of Common Stock, and 25,815 shares of
Common Stock as direct beneficial owner, or 20.0% of the
outstanding shares of Common Stock.
(b) Grace: shared voting power (with Whitmore and
Spurgeon)
2,957,120 Shares
Whitmore: shared voting power (with Grace and Spurgeon)
2,957,120 Shares
sole voting power 25,815 Shares
Spurgeon: shared voting power (with Grace and Whitmore)
2,957,120 Shares
(c) The transactions effected by the Filers during the past
60 days are set forth in Schedule A.
(d) No person other than the Filers is known to have the
right to receive, or the power to direct the receipt of,
dividends from or the proceeds from the sale of the Shares.
(e) N/A
7
Page 7 of 9 Pages
Item 7. Items to be Filed as Exhibits
Exhibit A - Directors and Executive Officers of Spurgeon
Corporation
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
other relationships with respect to any securities of the
Company.
Item 7. Items to be Filed as Exhibits
Exhibit A - Directors and Executive Officers of Spurgeon
Corporation
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this Statement with respect to it is true,
complete and correct.
Dated: June 7, 2006
Grace Brothers, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Spurgeon Corporation
By: /s/ Jerald A. Trannel
Name: Jerald A. Trannel
Its: Vice President
8
Page 8 of 9 Pages
SCHEDULE A
TRADE ACTIVITY FOR ULTRALIFE BATTERIES, INC.
EFFECTED BY GRACE BROTHERS, LTD. FOR THE PREVIOUS 60 DAYS.
9 Page 9 of 9 Pages Exhibit A Directors and Officers of Spurgeon Corporation Judith M. Van Kampen 290 South County Farm Road 3rd Floor Wheaton, IL 60187 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. Karla M. Van Kampen-Pierre 290 South County Farm Road 3rd Floor Wheaton, IL 60187 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. David Wisen 120 Washington St. Grand Haven, MI 49417-0070 Director and President of Spurgeon. President of Van Kampen Asset Management Company, LLC. Jerald A. Trannel 290 South County Farm Road Third Floor Wheaton, IL 60187 Director, Vice President and Treasurer of Spurgeon. Controller of Grace Brothers, Ltd. and Senior Vice President and Treasurer of Van Kampen Asset Management Company, LLC. Gregory M. White 290 South County Farm Road Third Floor Wheaton, IL 60187 Secretary of Spurgeon. Secretary of Van Kampen Asset Management Company, LLC. All are United States Citizens. The Business address of Van Kampen Asset Management Company, LLC is 290 South County Farm Road, Third Floor, Wheaton, IL 60187. The principal business of Van Kampen Asset Management Company, LLC is investment and asset management.