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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 23, 2002
ULTRALIFE BATTERIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-20852 16-1387013
(Commission File Number) (I.R.S. Employer Identification No.)
2000 Technology Parkway, Newark, New York 14513
(Address of principal executive offices) (Zip Code)
(315) 332-7100
(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure.
On October 23, 2002, the Company ("Ultralife") sold an aggregate of 42.5
million shares of Ultralife Taiwan, Inc. ("UTI") stock to UTI and PGT Energy
Corporation ("PGT") in exchange for total consideration of $2.4 million and the
return of 700,000 shares of Ultralife common stock. Ultralife and PGT were the
two most significant investors when UTI was formed in 1999.
Under the terms of the transaction, Ultralife will receive $2.4 million in
a series of 5 cash payments beginning October 30, 2002 and ending no later than
mid-December 2002. In addition, over the next 3 years Ultralife will have
reserved access to 10% of UTI's high volume capacity for rechargeable lithium
battery products and the rights to utilize UTI's LSB (Large Scale Battery)
technology for the production of large capacity lithium ion batteries for
government and military markets in the U.S. and the U.K. As a result of the
transaction, Ultralife's ownership interest in UTI will decline from
approximately 30% to approximately 10.6%. In addition, the Company expects to
record a non-operating gain of at least $2.4 million in its second fiscal
quarter and to record an increase in treasury stock to reflect the return of its
700,000 common shares. This will result in reducing the issued and outstanding
common shares of Ultralife to 12,652,269.
Item 7. 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 issued by the Company on October 29, 2002,
disclosing the information referred to in Item 5 hereof.
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: October 29, 2002 By: /s/Robert W. Fishback
---------------------
Robert W. Fishback
Vice President - Finance and
Chief Financial Officer
Index to Exhibits
(99) Additional Exhibits
99.1 Press release issued by the Company on October 29, 2002, disclosing
the information referred to in Item 5 hereof.
Exhibit 99.1
Company Contact: Investor Relations Contact:
Ultralife Batteries, Inc. Lippert/Heilshorn & Associates, Inc.
Robert W. Fishback Jody Burfening
(315) 332-7100 (212) 838-3777
bfishback@ulbi.com jks@lhai.com
Ultralife Batteries, Inc. Raises $2.4 Million From the Sale of
Ultralife Taiwan, Inc. Shares
- Company Retains 10.6% Ownership Interest in Ultralife Taiwan, Inc. -
Newark, NY, October 29, 2002 - Ultralife Batteries, Inc. (NASDAQ: ULBI)
("Ultralife") has sold an aggregate of 42.5 million shares of Ultralife Taiwan,
Inc. ("UTI") stock to UTI and PGT Energy Corporation ("PGT") in exchange for
total consideration of $2.4 million and the return of 700,000 shares of
Ultralife common stock. Ultralife and PGT were the two most significant
investors when UTI was formed in 1999.
Under the terms of the transaction, Ultralife will receive $2.4 million in a
series of 5 cash payments beginning October 30, 2002 and ending no later than
mid-December 2002. In addition, over the next 3 years Ultralife will have
reserved access to 10% of UTI's high volume capacity for rechargeable lithium
battery products and the rights to utilize UTI's LSB (Large Scale Battery)
technology for the production of large capacity lithium ion batteries for
government and military markets in the U.S. and the U.K. As a result of the
transaction, Ultralife's ownership interest in UTI will decline from
approximately 30% to approximately 10.6%. In addition, the Company expects to
record a non-operating gain of at least $2.4 million in its second fiscal
quarter and to record an increase in treasury stock to reflect the return of its
700,000 common shares. This will result in reducing the issued and outstanding
common shares of Ultralife to 12,652,269.
"This transaction is very important to us in that it gives us the additional
resources to move forward with our operating plans in the new fiscal year," said
John Kavazanjian, president and chief executive officer of Ultralife. "It also
benefits UTI which now has flexibility in any fund raising activities it may
pursue. UTI remains an important strategic partner for Ultralife and we will
continue to work closely with them in our rechargeable business."
About Ultralife
Ultralife is a leading developer, manufacturer, and marketer of customized and
standard lithium primary, lithium ion and polymer rechargeable batteries.
Ultralife manufactures high-energy batteries utilizing advanced lithium
technology. Our Primary (non-rechargeable), lithium ion and polymer rechargeable
batteries are used in military, industrial and consumer portable electronic
products. OEM and retail customers include Energizer, Kidde Safety, Philips
Medical Systems, Radio Shack, Sears and the national defense agencies of the
United States, United Kingdom and Germany.
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, 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.