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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
Date of Report (Date of earliest
event reported):
June 9, 2006
ULTRALIFE BATTERIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
0-20852 16-1387013
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(Commission File Number) (I.R.S. Employer Identification No.)
2000 Technology Parkway, Newark, New York 14513
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(Address of principal executive offices) (Zip Code)
(315) 332-7100
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(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
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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