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):
March 23, 2007
ULTRALIFE BATTERIES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
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| 0-20852
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16-1387013 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 2000 Technology Parkway, Newark, New York
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14513 |
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| (Address of principal executive offices)
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(Zip Code) |
(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:
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”).
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, November 1,
2005, June 29, 2006 and February 14, 2007 (collectively, the “Credit Agreement”). Neither the
Company nor any of its affiliates has any material relationship with the Lenders, other than in
respect of the Credit Agreement. The terms and conditions of the Forbearance and Amendment were
previously disclosed in the Company’s 8-K filing dated February 21, 2007.
The Forbearance and Amendment provides that the Lenders will forbear from exercising their
rights under the Credit Agreement and 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. Pursuant to the Forbearance and Amendment, 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.
Once the Forbearance Period ends, the Lenders may exercise their rights and remedies under the
Credit Agreement without further notice or action.
On March 23, 2007, the Company and the Lenders entered into Extension of Forbearance and
Amendment Number Seven to Credit Agreement (the “Forbearance Extension”) which extended the
Forbearance Period until May 18, 2007. The Forbearance Extension acknowledged that the Company
continues not to be in compliance with the financial covenants identified above for the fiscal
quarter ending December 31, 2006 and does not contemplate being in compliance for the fiscal
quarter ending March 31, 2007.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Item 10.1
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Extension of Forbearance and Amendment Number Seven to the Credit
Agreement, dated as of March 23, 2007, among Ultralife Batteries, Inc.,
JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company. |