UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K/A (Amendment No. 2) |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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December 13, 2021 |
| Date of Report (Date of Earliest Event Reported) |
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ULTRALIFE CORPORATION |
| (Exact name of registrant as specified in its charter) |
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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):
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
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2021 (the “Original Form 8-K”), Ultralife Corporation (the “Company”) acquired Excell Battery Canada Inc., a British Columbia corporation (“Excell Canada”) and 656700 B.C. Ltd., a British Columbia corporation (“656700”) and its wholly owned subsidiary Excell Battery Corporation USA, a Texas corporation (individually, “Excell USA”, and collectively, with 656700 and Excell Canada, “Excell”) on December 13, 2021. On February 28, 2022, the Company filed Amendment No. 1 to the Original Form 8-K (“Amendment No. 1”) solely to amend and supplement the Original Form 8-K to include the audited historical financial statements of the business acquired and unaudited pro forma financial information in accordance with the requirements of Item 9.01 of Form 8-K.
This Amendment No. 2 to the Original Form 8-K is being filed solely to amend and supplement the Original Form 8-K, as amended, to revise the audited historical financial statements of the business acquired to include an independent auditors’ report that does not contain a qualified opinion. This Amendment No. 2 effects no other changes to the Original Form 8-K or Amendment No. 1, and should be read in conjunction with the Original Form 8-K and Amendment No. 1.
Item 9.01 Financial Statements, Pro Forma Financials and Exhibits
| (a) | Financial Statements of Business Acquired |
Audited combined consolidated financial statements of Excell as of December 12, 2021 and for the period from February 1, 2021 through December 12, 2021 are attached hereto as Exhibit 99.2 and incorporated herein by reference.
| (b) | Pro Forma Financial Information |
Unaudited pro forma condensed combined financial information, which comprise the balance sheet as of September 30, 2021, the statements of comprehensive income for the nine-month period ended September 30, 2021 and year ended December 31, 2020, and the notes thereto, is attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits
Exhibit Number | | Exhibit Description |
| 23.1 | | |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
* Previously filed with Form 8-K filed December 16, 2021
** Previously filed with Amendment No. 1 filed February 28, 2022
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: April 28, 2022 | | ULTRALIFE CORPORATION |
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| | By: | /s/ Philip A. Fain |
| | | Philip A. Fain |
| | | Chief Financial Officer and Treasurer |
