As filed with the Securities and Exchange Commission on March 8, 2000
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ULTRALIFE BATTERIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 161387013
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation organization)
2000 Technology Parkway
Newark, NY 14513
(Address of principal executive offices)
1992 STOCK OPTION PLAN;
1991 STOCK OPTION PLAN, AS AMENDED;
and
OUTSTANDING OPTIONS ISSUED UNDER
EMPLOYMENT AND COMPENSATION ARRANGEMENTS
(Full title of the plans)
JOHN D. KAVAZANJIAN
President and Chief Executive Officer
Ultralife Batteries, Inc.
2000 Technology Parkway
Newark, NY 14513
(Name and address of agent for service)
(315) 332-7100
(Telephone number, including area code, of agent for service)
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Copy to:
PAUL SHARE
Share & Blejec LLP.
317 Madison Avenue
Suite 1421
New York, New York 10017
(212) 378-1200
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered Registered offering price aggregate offering Registration fee
per share price
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<S> <C> <C> <C> <C>
Common Stock, 650,000 $13.66(1) $8,879,000(1) $2,344.06
par value $.10 per share 500,000 $5 3/16(2) $2,593,750 $ 684.75
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$3,028.81
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(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices of shares of Common Stock on March 2,
2000 as reported on the NASDAQ National Market System.
(2) Exercise price for such shares.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information contained in Ultralife Batteries, Inc.'s (the "Registrant")
registration statement on Form S-8 #33-61866 (which registered shares of the
same class of securities as are registered herein), are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Registration Statement #33-61866 (which registered shares
of the same class of securities as are registered herein), are incorporated
herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Commission are incorporated by reference in this registration statement:
(a) The Registrant's Form 10-K for the fiscal year ended June 30, 1999;
(b) The Registrant's Form 10-Q for the quarters ended September 30, 1999
and December 31, 1999;
(c) The description of the Common Stock contained in the Registration
Statement #333-47087 on Form S-3 filed with the Commission on April
30, 1998 and declared effective on April 30, 1998.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable under instruction E.
Item 5. Interests of Named Experts and Counsel.
Not applicable under instruction E.
Item 6. Indemnification of Directors and Officers.
Not applicable under instruction E.
Item 7. Exemption from Registration Claimed.
<PAGE>
Not applicable under instruction E.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this registration
statement.
Exhibit Number Exhibit
- -------------- -------
5.1 Opinion of Share & Blejec LLP
23.1 Consent of Arthur Andersen
23.2 Consent of Share & Blejec LLP (included as part
of Exhibit 5.1)
24.1 Power of Attorney (included as part of the
signature page)
Item 9. Undertakings.
Not applicable under instruction E.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 6th day of March,
2000.
ULTRALIFE BATTERIES, INC.
By: /s/ John D. Kavazanjian
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John D. Kavazanjian
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints John D.
Kavazanjian President and Chief Executive Officer and Director, and Arthur M.
Lieberman, Chairman and Director, and each of such officers acting singly, his
true and lawful attorney-in-fact, in his name, place and stead to execute and
cause to be filed with the Securities and Exchange Commission any or all
amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Arthur M. Lieberman Chairman of the Board and Director March 6, 2000
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Arthur M. Lieberman
/s/ John D. Kavazanjian President and Chief Executive Officer and March 6, 2000
- ----------------------- Director
John D. Kavazanjian
/s/ Joseph N. Barrella Senior Vice President of Technology and New March 6, 2000
- ----------------------- Business Development and Director
Joseph N. Barrella
/s/ Joseph C. Abeles Treasurer and Director March 6, 2000
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Joseph C. Abeles
/s/ Richard Hansen Director March 6, 2000
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Richard Hansen
/s/ Bruce Jagid Director March 6, 2000
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Bruce Jagid
/s/ Carl Rosner Director March 6, 2000
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Carl Rosner
/s/Robert Fishback Vice President of Finance and March 6, 2000
- ----------------------- Chief Financial Officer
Robert Fishback (Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 - Opinion of Share & Blejec P.C.
23.1 - Consent of Arthur Andersen
23.2 - Consent of Share & Blejec P.C. (included as
part of Exhibit 5.1)
23.1 - Power of Attorney (included as part of the signature page)
SHARE & BLEJEC LLP
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317 MADISON AVENUE
SUITE 1421
NEW YORK, NEW YORK 10017
TELEPHONE (212) 378-1200
TELEFAX (212) 378-1299
March 6, 2000
Ultralife Batteries, Inc.
2000 Technology Parkway
Newark, NY 14513
Re: Registration Statement on Form S-8 Relating to 1,150,000 additional
shares issuable pursuant to the Company's 1992 Stock Option Plan and
to other plans
Dear Sir or Madam:
We have acted as counsel to Ultralife Batteries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the offering up of up to 650,000 additional shares of
the Company's Common Stock, par value $.10 per share (the "Common Stock"), to be
issued pursuant to stock options granted or to be granted under the Company's
1992 Stock Option Plan (the "1992 Plan") and 500,000 shares of Common Stock
under other plans of the Company. We have examined such records, documents,
statutes and decisions as we have deemed relevant in rendering this opinion. In
our examination we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.
In our opinion, the shares of the Company's Common Stock to be issued upon
exercise of the options granted or to be granted in accordance with the terms of
the 1992 Plan or the other plans, when issued in accordance with the terms of
the 1992 Plan or such other plans for a price not less than the par value
thereof, will validly issued, fully paid and nonassessable shares of the Common
Stock of the Company.
The opinion set forth above is limited to the General Corporation Law of
the State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Paul Share
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Paul Share
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 8, 1999
included in Ultralife Batteries Inc.'s Form 10-K for the year ended June 30,
1999 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Rochester, New York
March 7, 2000
