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

ULTRALIFE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)		000-20852 (Commission File Number)		16-1387013 (IRS Employer Identification No.)

2000 Technology Parkway, Newark, New York (Address of principal executive offices)		14513 (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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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.

John C. Casper appointed as Vice President of Finance and Chief Financial Officer. Effective June 1, 2009, the Board of Directors of Ultralife Corporation (the “Company”) appointed John C. Casper, age 47, to be the Company’s Vice President of Finance and Chief Financial Officer, succeeding Robert W. Fishback. Mr. Casper was most recently employed, since March 2008, as vice president, finance and business operations of ATK Space Systems, Inc., where he led the financial integration of two businesses with numerous product lines and site locations. ATK Space Systems, Inc. is a wholly-owned subsidiary of Alliant Technologies, Inc. and is primarily engaged in the business of manufacturing launch systems and small satellites and satellite subsystems and components. From 2006 to 2008, he was vice president and chief financial officer of Osmose Holdings, Inc., where he was primarily responsible for global financial operations, information technology and human resources. Osmose Holdings, Inc. is primarily engaged in the business of producing wood preservatives. From 1984 to 2006, Mr. Casper served in a variety of finance positions at Eastman Kodak Company, lastly as director and vice president, finance, of the Graphic Communications Group. He received his BS in Accounting from the Rochester Institute of Technology, and his MBA in Finance and Economics from the University of Rochester’s Simon Graduate School of Business.

In connection with Mr. Casper’s appointment as the Company’s Vice President of Finance and Chief Financial Officer, the Company set his annual base salary at $270,000. The Company also agreed to pay Mr. Casper a cash bonus of up to $25,000 to reimburse him for certain relocation expenses he incurs. Mr. Casper will also be entitled to participate in the Company’s short-term incentive plan and is eligible to receive a cash bonus if the Company exceeds 90% of its predetermined operating performance targets. If the Company’s operating performance equals 100% of the applicable targets, Mr. Casper could receive a cash bonus of up to 45% of his annual base salary. If the Company’s operating performance exceeds 120% of the applicable targets, Mr. Casper could receive a cash bonus of up to 90% of his annual base salary. If the Company does not meet its applicable operating performance targets, the Company has agreed that Mr. Casper will be eligible to receive a cash bonus of $30,000.

Mr. Casper will be eligible to participate in the Company’s Amended and Restated 2004 Long-Term Incentive Plan. Upon joining the Company, Mr. Casper was awarded (i) 6,000 shares of time-vested restricted stock and (ii) 2,500 shares of performance-vested restricted stock. The time-vested restricted stock award vests in equal installments over a two year period, commencing on the first anniversary of the grant date. The performance-vested restricted stock award will only vest if the Company meets the same predetermined operating performance target as used for determining the cash bonus award pursuant to the short-term incentive plan.

Mr. Casper will also be entitled to receive the retirement benefits and fringe and other personal benefits described in the Company’s 2009 definitive proxy statement dated May 1, 2009 under the sections entitled “Retirement Benefits” and “Perquisites and Other Personal Benefits,” which sections are incorporated into this Current Report on Form 8-K by reference.

There are no arrangements or understandings between Mr. Casper and any other person with respect to his appointment as an officer of the Company. Additionally, there have been no transactions since January 1, 2008, nor are there any currently proposed transactions to which the Company or any of its subsidiaries was or is to be a party in which Mr. Casper, or any member of his immediate family, had, or will have, a direct or indirect material interest.

Robert W. Fishback replaced as Vice President of Finance and Chief Financial Officer. In connection with the decision to appoint Mr. Casper the Company’s Vice President of Finance and Chief Financial

Officer, the Company’s Board of Directors decided, effective June 1, 2009, to remove Mr. Fishback from his position as the Company’s Vice President of Finance and Chief Financial Officer. Mr. Fishback was informed of this decision on May 26, 2009. Mr. Fishback will serve in an advisory capacity to the Company for a period of time to ensure a smooth transition. Mr. Fishback is entitled to post-termination compensation pursuant to his employment agreement as described in the Company’s 2009 definitive proxy statement dated May 1, 2009 under the sections entitled “Employment Arrangements” and “Potential Payments upon Termination and/or a Change in Control.”

The Company’s press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01.		Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.				Description
	99.1			Press Release, dated June 1, 2009.

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.

Exhibit 99.1

June 1, 2009 13:00 UTC

Ultralife Corporation Appoints New Chief Financial Officer

NEWARK, N.Y.—(BUSINESS WIRE)— Ultralife Corporation (NASDAQ: ULBI) announced the appointment of John C. Casper as vice president of finance and chief financial officer, effective today. Robert W. Fishback, the company’s former chief financial officer, will be leaving to pursue other business interests and will serve in an advisory capacity for a period of time to ensure a smooth transition.

“As Ultralife sets its sights on becoming a $500 million company, John’s experience in M&A and global operations will be instrumental in successfully executing Ultralife’s growth plans,” said John D. Kavazanjian, Ultralife’s president and chief executive officer. “His broad background includes financial and strategic planning for both startup and mature business enterprises in commercial and defense markets. John also possesses proven leadership experience in managing the complexities of integrating acquired businesses.”

Kavazanjian continued, “I would also like to personally thank Bob for his innumerable contributions to Ultralife over the past 10 years that we have worked together and wish him success in his future endeavors. He has served Ultralife well, successfully managing the company’s financial function as we have grown from a single product component manufacturer with less than $20 million in revenues to a diversified power and communications products and services company with over $200 million in revenues. Owing to Bob’s leadership we have a strong financial foundation to support our continued growth.”

Mr. Casper, age 47, brings 25 years experience in finance, most recently as vice president, finance and business operations at ATK Space Systems, Inc., a wholly owned subsidiary of Alliant Techsystems Inc., where he led the financial integration of two businesses with numerous product lines and site locations. From 2006 to 2008, he was vice president and chief financial officer at Osmose Holdings, Inc. responsible for global financial operations, information technology and human resources. From 1984 to 2006, Mr. Casper served in a variety of finance positions of increasing responsibilities at Eastman Kodak Company, lastly as director and vice president, finance, of the Graphic Communications Group. He received his BS in Accounting from the Rochester Institute of Technology, and MBA in Finance and Economics from the University of Rochester’s Simon Graduate School of Business.

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 on Ultralife, 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.

Contacts
Company:
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

Source: Ultralife Corporation