UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2018
OR
/ / Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission file number 0-20852
| ULTRALIFE CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Delaware | 16-1387013 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 2000 Technology Parkway, Newark, New York | 14513 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (315) 332-7100
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Name of each exchange on which registered |
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Common Stock, par value $0.10 per share |
NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes…. No..X...
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes…. No..X...
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes..X… No….
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes..X… No….
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer …. Accelerated filer .X.. Non-accelerated filer …. Smaller reporting company ..X... Emerging Growth Company …..
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes…. No..X...
On June 30, 2018, the aggregate market value of the common stock held by non-affiliates as defined in Rule 405 under the Securities Act of 1933) of the registrant was approximately $96,303,216 (in whole dollars) based upon the closing price for such common stock as reported on the NASDAQ Global Market on June 29, 2018.
As of February 6, 2019, the registrant had 15,659,318 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders are specifically incorporated by reference in Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, except for the equity plan information required by Item 12 as set forth herein.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Ultralife Corporation (the “Company”) for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on February 7, 2019 (the “Original Form 10-K”) is being filed for the sole purpose of amending the cover page to clarify that, as of February 6, 2019, there were 15,659,318 shares of the Company’s common stock outstanding. On the cover page of the Original Form 10-K, the Company’s 4,399,850 treasury shares (shares issued but not outstanding) as of February 6, 2019 were inadvertently included in the number of shares of the Company’s common stock outstanding.
This Amendment No. 1 does not amend, modify or update the financial position, results of operations, cash flows, or other disclosures in the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
INDEX TO EXHIBITS
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Exhibit Index |
Exhibit Description |
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31.1 |
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31.2 |
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101.INS |
XBRL Instance Document |
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101.SCH |
XBRL Taxonomy Extension Schema Document |
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101.CAL |
XBRL Taxonomy Calculation Linkbase Document |
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101.LAB |
XBRL Taxonomy Label Linkbase Document |
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101.PRE |
XBRL Taxonomy Presentation Linkbase Document |
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101.DEF |
XBRL Taxonomy Definition Document |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: February 15, 2019 |
ULTRALIFE Corporation |
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By: |
/s/ Philip A. Fain |
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Philip A. Fain |
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Chief Financial Officer and Treasurer |
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5
Exhibit 31.1
I, Michael D. Popielec, certify that:
| 1. | I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Ultralife Corporation; and | |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Date: February 15, 2019 |
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/s/ Michael D. Popielec |
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Michael D. Popielec |
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President and Chief Executive Officer |
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Exhibit 31.2
I, Philip A. Fain, certify that:
| 1. | I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Ultralife Corporation; and | |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Date: February 15, 2019 |
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/s/ Philip A. Fain |
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Philip A. Fain |
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Chief Financial Officer and Treasurer |
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