UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K/A | ||
(Amendment No. 1) | ||
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
July 15, 2019 (May 1, 2019) | ||
Date of Report (Date of Earliest Event Reported) | ||
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) | ||
None | ||
(Former name or former address, if changed since last report) | ||
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.10 par value per share | ULBI | NASDAQ |
(Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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. ☐
EXPLANATORY NOTE
This Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Ultralife Corporation (the “Company”) as filed with the Securities and Exchange Commission on May 2, 2019 (the “Original Form 8-K”) that announced the Company’s acquisition of all issued and outstanding shares of Southwest Electronic Energy Corporation (“SWE”) on May 1, 2019. The Company did not file audited historical financial statements of SWE and unaudited pro forma financial information when the Original Form 8-K was filed under authority granted by Item 9.01 of Form 8-K.
This Amendment is being filed solely to amend and supplement the Original Form 8-K to include the audited historical financial statements of SWE and unaudited pro forma financial information in accordance with the requirements of Item 9.01 of Form 8-K. This Amendment effects no other changes to the Original Form 8-K. The financial statements and unaudited pro forma financial information filed hereto should be read in conjunction with the Original Form 8-K.
Item 9.01 Financial Statements, Pro Forma Financials and Exhibits
(a) | Financial Statements of Business Acquired |
Audited consolidated financial statements of SWE for the twelve-month period ended December 31, 2018 are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(b) | Pro Forma Financial Information |
Unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2018 is attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) | Exhibits |
* Previously filed with Form 8-K filed May 2, 2019
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: July 15, 2019 | ULTRALIFE Corporation | |
By: | /s/ Philip A. Fain | |
Philip A. Fain | ||
Chief Financial Officer and Treasurer | ||