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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange of 1934
Amendment No. 3
Ultralife Batteries, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
903899102
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(CUSIP NUMBER)
Carl H. Rosner, President
Intermagnetics General Corporation
450 Old Niskayuna Road
Latham, New York 12110
(518) 782-1122
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4) check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior covering page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP No. 903899102 SCHEDULE 13D
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(1) NAMES OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NOs.
OF ABOVE PERSONS
Intermagnetics General Corporation
14-1537454
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) | |
(b) | |
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
OO
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
| |
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(6) Citizenship or Place of Organization
State of New York
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Number of Shares (7) Sole Voting Power 984,753
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Beneficially Owned (8) Shared Voting Power
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by Each Reporting (9) Sole Dispositive Power 984,753
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Person With (10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
984,753 Shares
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(12) Check the Box if the Aggregate Amount in Row (11)
Excludes Certain Shares
|X|
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(13) Percent of Class Represented by Amount in Row (11)
12.9%
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(14) Type of Reporting Person (See Instructions)
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Intermagnetics General Corporation (the "Reporting Person") dated December 31,
1992, as amended by Amendment No. 1 to Schedule 13D, dated May 28, 1993 and
Amendment No. 2 to Schedule 13D, dated December 1, 1994, each of which relate to
the Common Stock, $.10 par value per share, of Ultralife Batteries, Inc., a
Delaware corporation (the "Issuer"). In the event that any disclosure contained
in this Amendment No. 3 is inconsistent with the disclosure contained in the
Statement, the disclosures contained herein shall supersede such inconsistent
disclosure from the date of this Amendment No. 3.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change, except as to the names, business addresses and principal
occupations of the executive officers and directors of the Reporting Person
which are set forth in Schedule I hereto and are incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
(a) Item 5.a. of the Statement is amended by deleting it in its
entirety and substituting in lieu thereof the following:
The Reporting Person currently owns 984,753 shares of Common Stock of the
Issuer (the "Shares") corresponding to 12.9% of the outstanding shares of
Common Stock of the Issuer.
Carl H. Rosner, Chairman, President and CEO of the Reporting Person, owns
833 shares of the Common Stock of the Issuer, and serves as a director on
the Board of Directors of the Issuer. As a director of the Issuer, Mr. Rosner
has received, and currently holds, options to purchase shares of the
Issuer as follows:
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Shares Subject
to Purchase Exercise Price Expiration Date
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1,500 $ 9.00 June 30, 1998
1,500 $ 8.75 September 30, 1998
1,500 $11.75 December 31, 1998
1,500 $12.00 March 31, 1999
1,500 $13.75 June 30, 1999
1,500 $15.75 September 30, 1999
1,500 $16.00 December 31, 1999
1,500 $17.50 March 31, 2000
1,500 $18.25 June 30, 2000
1,500 $24.50 September 30, 2000
The Reporting Person disclaims beneficial ownership of such shares
and options to acquire such shares.
Joseph C. Abeles, a director of the Reporting Person, owns 199,000 shares of
the Common Stock of the Issuer. Mr. Abeles also serves as a director on the
Board of Directors of the Issuer. As a director of the Issuer, Mr. Abeles has
received, and currently holds, options to purchase shares of the Issuer
as follows:
Shares Subject
to Purchase Exercise Price Expiration Date
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1,500 $ 9.00 June 30, 1998
1,500 $ 8.75 September 30, 1998
1,500 $11.75 December 31, 1998
1,500 $12.00 March 31, 1999
1,500 $13.75 June 30, 1999
1,500 $15.75 September 30, 1999
1,500 $16.00 December 31, 1999
1,500 $17.50 March 31, 2000
1,500 $18.25 June 30, 2000
1,500 $24.50 September 30, 2000
Mr. Abeles's spouse owns 25,000 shares of the Issuer, and Mr. Abeles disclaims
beneficial ownership of such shares. Abeles Associates, Inc., a company of
which Mr. Abeles is Chairman, owns 12,000 shares of the Issuer, and Mr. Abeles
disclaims beneficial ownership of such shares.
The Reporting Person disclaims beneficial ownership of the shares beneficially
owned by Mr. Abeles.
(b) No change.
(c) Item 5.(c) of the Statement is amended by adding to the end thereof
the following:
On September 28, 1995, the Reporting Person sold 76,000 shares of the Issuer's
Common Stock at a price of $23.47 per share in a brokerage transaction
reported on NASDAQ.
(d) No change.
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(e) No change.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
No change.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
October 6, 1995 By: /s/ MICHAEL C. ZEIGLER
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Michael C. Zeigler,
Senior Vice President - Finance, and
Chief Financial Officer
on behalf of
INTERMAGNETICS GENERAL CORPORATION
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Schedule I
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The names, addresses and principal occupations of each of the
executive officers and directors of Intermagnetics General Corporation (the
"Reporting Person") are listed below. The business address of each of the
persons listed below is c/o Intermagnetics General Corporation, 450 Old
Niskayuna Road, Latham, New York 12110.
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Name and Address Position and Principal Occupation
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Carl H. Rosner Chairman, CEO and President of the
Reporting Person
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Charles J. Dannemann Senior Vice President - Operations of the
Reporting Person
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Michael C. Zeigler Senior Vice-President - Finance & Chief
Financial Officer of the Reporting Person
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Gary Hordeski APD Cryogenics Inc. - Vice President and
General Manager of the Reporting Person
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Ian L. Pykett Technology Development Operations -
Vice President of the Reporting Person
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Richard L. Rhodenizer Magnet Business Unit - Vice President of
the Reporting Person
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Bruce A. Zeitlin Vice President - Materials Technology of
the Reporting Person
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Joseph C. Abeles Director of the Reporting Person, and
private investor; director of Patten
Corporation, Ultralife Batteries, Inc., and
IGENE Biotechnology, Inc.
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Edward E. David, Jr. Director of the Reporting Person, and
President, EED Inc. (technology and
research management advisors); director of
California Microwave, Inc. and Protein
Polymer Technologies.
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J.E. Goldman Director of the Reporting Person, and
through March, 1994, Chairman of
Softstrip, Inc., a manufacturer of personal
computer accessories; director of Bank
Leumi Trust Company of New York.
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Schedule I - Page 1 of 2 Pages
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Thomas L. Kempner Director of the Reporting Person, and
Chairman and Chief Executive Officer,
Loeb Partners Corporation, an investment
banking firm; director Alcide Corporation,
The Arlen Corporation, Roper Starch
Worldwide, Inc., IGENE Biotechnology, Inc.,
Energy Research Corporation, Northwest
Airlines, Inc. and Silent Radio, Inc.
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Sheldon Weinig Director of the Reporting Person, and Vice
Chairman of Sony Engineering &
Manufacturing of America ("Sony") since
1989; Chairman of Materials Research
Corporation since 1957 (Materials Research
Corporation was acquired by Sony); director
Insituform Technology Inc., Aseco
Corporation and Unique Mobility, Inc.
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Schedule I - Page 2 of 2 Pages