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 | |||
October 31, 2018 | |||
(Date of Report) | |||
ULTRALIFE CORPORATION | |||
(Exact name of registrant as specified in its charter) | |||
Delaware | 000-20852 | 16-1387013 | |
(State of incorporation) | (Commission File Number) | (IRS 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) | |||
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): | |||
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. [ ]
Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] | |||
Item 2.02 | Results of Operations and Financial Condition |
On November 1, 2018, Ultralife Corporation issued a press release regarding the financial results for its third quarter ended September 30, 2018. A copy of this press release is attached hereto as Exhibit 99.1.
The information set forth in this Form 8-K and the attached exhibit is being furnished to and not filed with the Securities and Exchange Commission and shall not be deemed as incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.
| Item 8.01 | Other Events |
On October 31, 2018, the Company’s Board of Directors approved a share repurchase program (the “Share Repurchase Program”) which became effective on November 1, 2018, under which the Company is authorized to purchase up to 2.5 million shares of its outstanding common stock over a period not to exceed twelve months.
Under the Share Repurchase Program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchase will be determined at the Company’s discretion and the Share Repurchase Program may be suspended, terminated or modified by the Company’s Board of Directors at any time for any reason and does not obligate the Company to purchase any specific number of shares. Under the Program, all purchases will be made in accordance with Securities Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases.
Item 9.01 | Financial Statements, Pro Forma Financials and Exhibits |
(d) Exhibits.
| Exhibit | ||
Number | Exhibit Description | |
| 99.1 | Press Release of Ultralife Corporation dated November 1, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 1, 2018 | ULTRALIFE Corporation | |
By: | /s/ Philip A. Fain | |
Philip A. Fain | ||
Chief Financial Officer and Treasurer |