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
May 18, 2007
(Date of Report)
ULTRALIFE BATTERIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation)
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000-20852
(Commission File Number)
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16-1387013
(IRS Employer Identification No.) |
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2000 Technology Parkway, Newark, New York
(Address of principal executive offices)
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14513
(Zip Code) |
(315) 332-7100
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Effective as of February 14, 2007, Ultralife Batteries, Inc. (the “Company”) entered into
Forbearance and Amendment Number Six to the Credit Agreement (the “Forbearance and Amendment”) with
JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company (together, the “Lenders”),
and effective March 23, 2007, the Company and the Lenders entered into Extension of Forbearance and
Amendment Number Seven to the Credit Agreement (the “Forbearance Extension”). The Company and the
Lenders originally entered into the Credit Agreement as of June 30, 2004, and they subsequently
amended the agreement on each of September 24, 2004, May 4, 2005, August 5, 2005, November 1, 2005,
June 29, 2006, February 14, 2007 and March 23, 2007 (collectively, the “Credit Agreement”). The
terms and conditions of the Forbearance and Amendment and the Forbearance Extension were previously
disclosed in the Company’s 8-K filings dated February 21, 2007 and March 27, 2007, respectively.
Neither the Company nor any of its affiliates has any material relationship with the Lenders, other
than in respect of the Credit Agreement.
The Forbearance and Amendment provided that the Lenders would forbear from exercising their
rights under the Credit Agreement arising from the Company’s failure to comply with certain
financial covenants in the Credit Agreement with respect to the fiscal quarter ended December 31,
2006. Specifically, the Company was not in compliance with the terms of the Credit Agreement
because it failed to maintain the required debt-to-earnings and EBIT-to-interest ratios provided
for in the Credit Agreement. The Lenders agreed to forbear from exercising their respective rights
and remedies under the Credit Agreement until March 23, 2007 (the “Forbearance Period”), unless the
Company breaches the Forbearance and Amendment or unless another event or condition occurs that
constitutes a default under the Credit Agreement. The Forbearance Extension extended the
Forbearance Period until May 18, 2007. Once the Forbearance Period ends, the Lenders may exercise
their rights and remedies under the Credit Agreement without further notice or action.
On May 18, 2007, the Company and the lenders entered into an Extension of Forbearance and
Amendment Number Eight to Credit Agreement (the “Second Forbearance Extension”) which extended the
Forbearance Period until August 15, 2007. The Second Forbearance Extension acknowledged that the
Company continues not to be in compliance with the financial covenants identified above for the
fiscal quarter ending March 31, 2007 and, based on the information received to date, does not
contemplate being in compliance with the fiscal quarter ending June 30, 2007.