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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):
December 14, 2004
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))
Item 7.01. Regulation FD Disclosure.
On December 14, 2004, Ultralife Batteries, Inc. (the "Company") announced that
John D. Kavazanjian, president and chief executive officer, has adopted a
pre-arranged stock trading plan to exercise a portion of his Ultralife Batteries
stock options and sell the common stock received on exercise as part of his
individual long-term strategy for asset diversification and liquidity. The
Company's press release, 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.
(c) Exhibits.
99.1 Press Release dated December 14, 2004.
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: December 14, 2004 By: /s/ Peter F. Comerford
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Peter F. Comerford
Vice President Administration &
General Counsel
INDEX TO EXHIBITS
(99) Additional Exhibits
99.1 Press Release dated December 14, 2004.
EXHIBIT 99.1
Ultralife Batteries Chief Executive Officer Adopts Rule 10b5-1 Trading Plan
NEWARK, N.Y.--(BUSINESS WIRE)--Dec. 14, 2004--Ultralife Batteries,
Inc. (NASDAQ: ULBI), today announced that John Kavazanjian, president
and chief executive officer, has adopted a pre-arranged stock trading
plan to exercise a portion of his Ultralife Batteries stock options
and sell the common stock received on exercise as part of his
individual long-term strategy for asset diversification and liquidity.
The 275,000 stock options referred to under this plan have an exercise
price of $5.188 and are scheduled to expire on July 12, 2005. The
stock trading plan was adopted in accordance with guidelines specified
under Rule 10b5-1 of the Securities and Exchange Act of 1934 and
Ultralife Batteries' policies regarding stock transactions.
Rule 10b5-1 allows corporate executives to establish pre-arranged
plans to sell a specified number of shares of company stock in
accordance with a plan schedule. These plans permit executives to
change their investment portfolio gradually. This minimizes the market
effects of stock sales by spreading sales out over a more extended
period of time rather than carrying out sales during limited trading
windows following quarterly earnings announcements. It also limits
concerns about initiating stock transactions while aware of material
nonpublic information. Once a plan is established, the stockholder
does not retain or exercise any discretion over sales of stock under
the plan and the pre-planned trades can be executed at later dates as
set forth in the plan, without regard to any subsequent material
nonpublic information that the stockholder might receive.
Under his Rule 10b5-1 plan, Mr. Kavazanjian will sell up to
275,000 shares over a period of approximately six months in accordance
with the plan schedule. These shares will be acquired through the
exercise of employee stock options, including options that are set to
expire on July 12, 2005. If Mr. Kavazanjian completes all the planned
sales of shares under his Rule 10b5-1 plan, he would continue to own
approximately 80,000 shares representing approximately 0.6% of
Ultralife Batteries outstanding stock.
The transactions under this plan will commence no earlier than
January 9, 2005, and will be disclosed publicly through filings with
the Securities and Exchange Commission as transactions occur.
About Ultralife Batteries, Inc.
Ultralife is a leading developer, manufacturer, and marketer of
standard and customized lithium primary (non-rechargeable), lithium
ion and lithium polymer rechargeable batteries. Ultralife's
high-energy batteries use advanced lithium technology and are used in
military, industrial and consumer portable electronic products.
Through its range of standard products and ability to customize for a
wide range of applications, Ultralife is able to provide the next
generation of battery solutions. OEM, retail and government customers
include Energizer, Kidde Safety, Philips Medical Systems, Radio Shack
and the national defense agencies of the United States and United
Kingdom, among others.
Ultralife's headquarters, principal manufacturing and research
facilities are in Newark, New York, near Rochester. Ultralife (UK)
Ltd., a second manufacturing facility, is located in Abingdon, U.K.
Both facilities are ISO-9001 certified.
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.
Detailed information on Ultralife is available at the Company's
web site, www.ultralifebatteries.com.
Ultralife(R) is a registered trademark Ultralife Batteries, Inc.
CONTACT: Ultralife Batteries, Inc.
Peter Comerford, 315-332-7100
pcomerford@ulbi.com
or
Lippert/Heilshorn & Associates, Inc.
Investor Relations Contact:
Jody Burfening, 212-838-3777
jburfening@lhai.com
or
Media Contact:
Chenoa Taitt, 212-201-6635
ctaitt@lhai.com