SCHEDULE 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Under the Securities Exchange of 1934
Amendment No. 7
ULTRALIFE BATTERIES, INC.
-------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
903899102
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(CUSIP Number)
Glenn H. Epstein, Chairman and Chief Executive Officer
Intermagnetics General Corporation
450 Old Niskayuna Road
Latham, New York 12110
(518) 782-1122
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 21, 2002
----------------------------
(Date of Event that Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior covering page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
CUSIP No. 903899102 SCHEDULE 13D
________________________________________________________________________________
(1) Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Intermagnetics General Corporation
14-1537454
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds (See Instructions)
________________________________________________________________________________
(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [_]
________________________________________________________________________________
(6) Citizenship or Place of Organization
State of New York
________________________________________________________________________________
(7) Sole Voting Power
Number of
0
Shares _________________________________________________________________
(8) Shared Voting Power
Beneficially
Owned by 0
_________________________________________________________________
Each (9) Sole Dispositive Power
Reporting
0
Person _________________________________________________________________
(10) Shared Dispositive Power
With
0
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
________________________________________________________________________________
(12) Check the Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions)
CO
________________________________________________________________________________
Page 2 of 5 Pages
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") amends and
supplements the prior statement on Schedule 13D (the "Statement") as filed by
Intermagnetics General Corporation (the "Reporting Person") dated December 31,
1992, as amended by Amendment No. 1 to Schedule 13D, dated May 28, 1993,
Amendment No. 2 to Schedule 13D, dated December 1, 1994, Amendment No. 3 to
Schedule 13D, dated September 28, 1995, Amendment No. 4 to Schedule 13D dated
March 1, 1996, Amendment No. 5 to Schedule 13D dated February 15, 2000 and
Amendment No. 6 to Schedule 13D dated March 17, 2000 each of which relate to the
Common Stock, $.10 par value per share, of Ultralife Batteries, Inc., a Delaware
corporation (the "Issuer"). In the event that any disclosure contained in this
Amendment No. 7 is inconsistent with the disclosure contained in the Statement,
the disclosures contained herein shall supersede such inconsistent disclosure
from the date of this Amendment No. 7.
Item 1. Security and Issuer
This Schedule 13D/A relates to the Common Stock, $.10 par value per
share of Ultralife Batteries, Inc., the principal executive offices of which are
located at 2000 Technology Parkway, Newark, New York 14513.
Item 2. Identity and Background
This Schedule 13D/A is being filed by Intermagnetics General
Corporation, a New York corporation that is a developer and manufacturer of
superconducting materials, electromagnetic components and cryogenic
refrigeration systems. The principal executive offices of the Reporting Person
are located at 450 Old Niskayuna Road, Latham, New York 12110.
Schedule I to the Statement, which contains background information
regarding each executive officer and director of the Reporting Person and is
incorporated by reference into Item 2 of the Statement, is hereby amended and
restated to read in its entirety as set forth in Schedule I attached hereto.
Neither the above-referenced persons, nor the Reporting Person has
been, during the last five years, (1) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (2) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is a subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
On October 21, 2002, the Reporting Person sold 727,153 shares of the
Issuer's Common Stock at a price of $1.52 per share for total cash consideration
of $1,105,273. This sale divested the Reporting Person of all of its shares of
Common Stock of the Issuer.
Page 3 of 5 Pages
Item 5. Interest in Securities of the Issuer
(a) Item 5.(a) of the Statement is hereby amended and restated to read
in its entirety as follows:
The Reporting Person currently owns no shares of the Common Stock of the Issuer
(the "Shares").
Thomas L. Kempner, a director of the Reporting Person, owns, or has voting power
over, 15,600 shares of the Common Stock of the Issuer, corresponding to
approximately 0.1% of the outstanding shares of Common Stock of the Issuer. The
Reporting Person disclaims beneficial ownership of the shares beneficially owned
by Mr. Kempner.
(b) No change
(c) Item 5.(c) of the Statement is amended by adding to the end thereof
the following:
On October 21, 2002, the Reporting Person sold 727,153 shares of the Issuer's
Common Stock at a price of $1.52 per share to four (4) insiders of the Issuer in
a brokerage transaction reported on NASDAQ. Prior to October 21, 2002, the
Reporting Person disposed of certain shares of the Issuer's Common Stock in
transactions that did not result in a material decrease in the percentage of the
class of shares beneficially owned by the Reporting Person, including the
disposition of 100,000 shares of the Issuer's Common Stock at a price of $1.80
per share in a brokerage transaction reported on NASDAQ on October 15, 2002.
(d) No change.
(e) No Change.
Except as described above, the Reporting Person has not effected any
transactions in the Issuer's Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
Page 4 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
INTERMAGNETICS GENERAL CORPORATION
October 22, 2002 By: /s/ Michael K. Burke
-------------------------------------------------
Michael K. Burke
Executive Vice President,
and Chief Financial Officer
Page 5 of 5 Pages
Schedule I
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The names, addresses and principal occupations of each of the executive
officers and directors of Intermagnetics General Corporation (the "Reporting
Person") are listed below. Except as noted, all such persons are U.S. citizens.
The business address of each of the persons listed below is c/o Intermagnetics
General Corporation, 450 Old Niskayuna Road, Latham, New York 12110.
Positions and Principal Occupation
and Principal Address of Organization in
Name which such Employment is Conducted
---- ----------------------------------
Glenn H. Epstein Chairman and Chief Executive Officer of the Reporting
Person
Michael K. Burke Executive Vice-President and Chief Financial Officer
of the Reporting Person
Leo Blecher Sector President, MRI Segment of the Reporting Person
Philip J. Pellegrino Sector President, Energy Technology Segment of the
Reporting Person
David E. Thielman Vice President and General Manager, IGC-Polycold
Systems Inc., a wholly-owned subsidiary of the
Reporting Person
John M. Albertine Director of the Reporting Person; Chairman and CEO of
Albertine Enterprises, Inc.; 655 Metropolitan Square,
Suite 460, Washington, DC 20005
Larry G. Garberding Director of the Reporting Person; 93 Lothrop Road
Grosse Pointe Farms, MI 48236
Michael E. Hoffman Director of the Reporting Person, Managing Director,
Equity Research for Friedman, Billings, Ramsey, Co.;
1001 19th St., Arlington, VA 22209
James S. Hyde Director of the Reporting Person; Professor of
Biophysics at the Medical College of Wisconsin; 8701
Watertown Plan Road, P.O. Box 26509, Milwaukee, WI
53226-0509
Thomas L. Kempner Director of the Reporting Person; Chairman and Chief
Executive Officer, Loeb Partners Corporation; Room
2450, 61 Broadway, New York, NY 10006
Sheldon Weinig Director of the Reporting Person, Adjunct Professor,
Columbia University and State University of New York
at Stony Brook
Schedule I - Page 1 of 1 Page