UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ultralife Batteries, Inc.
(Name of Issuer)
COMMON STOCK, par value $.10
(Title of Class of Securities)
903899102
(CUSIP Number)
Jerald A. Trannel
290 South County Farm Road, Third Floor
Wheaton, Illinois 60187-4526
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 7, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [X]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) 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 cover 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).
2
Schedule 13D
CUSIP No. 903899102 Page 2 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Brothers, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares 8 Shared Voting Power
Beneficially 2,957,120 shares
Owned by
Each
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
2,957,120 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,957,120 shares
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
19.8%
14. Type of Reporting Person (See instructions)
PN,
3
Schedule 13D
CUSIP No. 903899102 Page 3 of 9 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 25,815
Shares
Beneficially 8 Shared Voting Power
Owned by 2,957,120
Each
Reporting 9 Sole Dispositive Power
Person 25,815
With
10 Shared Dispositive Power
2,957,120
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,982,935
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
20.0%
14. Type of Reporting Person (See instructions)
IN
4
Schedule 13D
CUSIP No. 903899102 Page 4 of 10 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Spurgeon Corporation
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Corporation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned by 2,957,120 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,957,120 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,957,120
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
19.8%
14. Type of Reporting Person (See instructions)
CO
5
Page 5 of 9 Pages
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value
$.10 per share (the "Common Stock") issued by, a Delaware
corporation (the "Company"), whose principal executive
offices are located at 2000 Technology Parkway, Newark, New
Jersey 14513.
Item 2. Identity and Background
(a) The statement is filed by Grace Brothers, Ltd., an
Illinois limited partnership ("Grace"). Bradford T.
Whitmore ("Whitmore") and Spurgeon Corporation
("Spurgeon") are the general partners of Grace.
(b) The business address of Grace and Whitmore is 1560
Sherman Avenue, Suite 900, Evanston, Illinois 60201.
The business of Spurgeon is 290 South County Farm Road,
Third Floor, Wheaton, Illinois 60187.
(c) The principal business of Grace is to purchase, sell,
invest, and trade in securities. Whitmore's principal
occupation is that of being a general partner of Grace.
The principal business of Spurgeon is that of being a
general partner of Grace. The names, business addresses,
and present principal occupation or employment of each
director and executive officer of Spurgeon are set forth in
Exhibit A hereto.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, been 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 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.
(f) Grace is an Illinois limited partnership and Spurgeon
is an Illinois corporation. Whitmore is a citizen of the
United States.
6
Page 6 of 9 Pages
Item 3. Source and Amount of Funds
The shares of Common Stock to which this Schedule 13D
relates (the "Shares") was purchased with working capital
and partnership funds.
Item 4. Purpose of Transaction.
The Filers previously reported their holdings on Schedule
13G and are voluntarily filing this 13D, which would
otherwise be required at such point in time, if any, as the
Filers' holdings represent 20% or more of the outstanding
shares of Common Stock. The Filers may, depending on
market conditions and other factors they deem material,
purchase additional shares of Common Stock or dispose of
all or a portion of the Shares that they now own or any
shares of Common Stock they may hereafter acquire. Future
changes in the Filers' holdings will be reported on
amendments to this Schedule 13D.
Except as set forth herein, the Filers have no plans or
proposals which relate to or would result in any of the
actions set forth in subparagraphs (a) through (j) of this
Item 4.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this filing, Grace beneficially owns
2,957,120 shares of Common Stock, representing
approximately 19.8% of the outstanding shares of Common
Stock. As general partner of Grace, Spurgeon may be deemed
beneficial owner of 2,957,120 shares of Common Stock, or
19.8% of the outstanding shares of Common Stock, although
they otherwise disclaim beneficial ownership. As general
partner of Grace, Whitmore may be deemed beneficial owner
of 2,957,120 shares of Common Stock, and 25,815 shares of
Common Stock as direct beneficial owner, or 20.0% of the
outstanding shares of Common Stock.
(b) Grace: shared voting power (with Whitmore and
Spurgeon)
2,957,120 Shares
Whitmore: shared voting power (with Grace and Spurgeon)
2,957,120 Shares
sole voting power 25,815 Shares
Spurgeon: shared voting power (with Grace and Whitmore)
2,957,120 Shares
(c) The transactions effected by the Filers during the past
60 days are set forth in Schedule A.
(d) No person other than the Filers is known to have the
right to receive, or the power to direct the receipt of,
dividends from or the proceeds from the sale of the Shares.
(e) N/A
7
Page 7 of 9 Pages
Item 7. Items to be Filed as Exhibits
Exhibit A - Directors and Executive Officers of Spurgeon
Corporation
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
other relationships with respect to any securities of the
Company.
Item 7. Items to be Filed as Exhibits
Exhibit A - Directors and Executive Officers of Spurgeon
Corporation
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this Statement with respect to it is true,
complete and correct.
Dated: June 7, 2006
Grace Brothers, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
Bradford T. Whitmore
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Spurgeon Corporation
By: /s/ Jerald A. Trannel
Name: Jerald A. Trannel
Its: Vice President
8
Page 8 of 9 Pages
SCHEDULE A
TRADE ACTIVITY FOR ULTRALIFE BATTERIES, INC.
EFFECTED BY GRACE BROTHERS, LTD. FOR THE PREVIOUS 60 DAYS.
Amount of Price per
Date Security Shares Purchased Share
05/15/2006 COMMON STOCK 300 $10.23000
05/15/2006 COMMON STOCK 100 $10.25000
05/15/2006 COMMON STOCK 1,987 $10.32000
05/15/2006 COMMON STOCK 1,001 $10.35000
05/15/2006 COMMON STOCK 100 $10.43000
05/15/2006 COMMON STOCK 200 $10.44000
05/15/2006 COMMON STOCK 997 $10.46000
05/15/2006 COMMON STOCK 1,000 $10.47000
05/15/2006 COMMON STOCK 1,561 $10.50000
05/15/2006 COMMON STOCK 100 $10.54000
05/15/2006 COMMON STOCK 1,200 $10.56917
05/15/2006 COMMON STOCK 200 $10.58000
05/15/2006 COMMON STOCK 1,000 $10.59000
05/15/2006 COMMON STOCK 4,643 $10.60000
05/15/2006 COMMON STOCK 1,000 $10.60900
05/15/2006 COMMON STOCK 1,300 $10.62000
05/15/2006 COMMON STOCK 1,278 $10.62706
05/15/2006 COMMON STOCK 900 $10.63000
05/15/2006 COMMON STOCK 9,071 $10.65000
05/15/2006 COMMON STOCK 2,916 $10.66000
05/15/2006 COMMON STOCK 1,366 $10.66808
05/15/2006 COMMON STOCK 2,100 $10.67000
05/15/2006 COMMON STOCK 1,145 $10.67834
05/15/2006 COMMON STOCK 4,666 $10.68000
05/15/2006 COMMON STOCK 1,700 $10.69000
05/15/2006 COMMON STOCK 2,300 $10.69261
05/15/2006 COMMON STOCK 400 $10.69750
05/15/2006 COMMON STOCK 3,400 $10.70000
05/15/2006 COMMON STOCK 141 $10.72000
05/15/2006 COMMON STOCK 500 $10.72800
05/15/2006 COMMON STOCK 2,900 $10.73000
05/15/2006 COMMON STOCK 843 $10.74000
05/15/2006 COMMON STOCK 1,841 $10.75000
05/15/2006 COMMON STOCK 1,200 $10.76000
05/15/2006 COMMON STOCK 408 $10.79510
05/15/2006 COMMON STOCK 6,700 $10.80000
05/15/2006 COMMON STOCK 1,700 $10.81000
05/15/2006 COMMON STOCK 1,846 $10.81783
05/15/2006 COMMON STOCK 496 $10.81806
05/15/2006 COMMON STOCK 5,900 $10.81983
05/15/2006 COMMON STOCK 1,592 $10.82000
05/15/2006 COMMON STOCK 400 $10.82750
05/15/2006 COMMON STOCK 4,621 $10.83000
05/15/2006 COMMON STOCK 600 $10.83833
05/15/2006 COMMON STOCK 1,987 $10.84000
05/15/2006 COMMON STOCK 846 $10.84946
05/15/2006 COMMON STOCK 1,230 $10.85000
05/15/2006 COMMON STOCK 1,000 $10.85800
05/15/2006 COMMON STOCK 100 $10.86000
05/15/2006 COMMON STOCK 1,441 $10.87000
05/15/2006 COMMON STOCK 973 $10.87897
05/15/2006 COMMON STOCK 900 $10.88000
05/15/2006 COMMON STOCK 1,500 $10.88733
05/15/2006 COMMON STOCK 200 $10.89000
05/15/2006 COMMON STOCK 2,100 $10.89762
05/15/2006 COMMON STOCK 730 $10.90000
05/15/2006 COMMON STOCK 894 $10.90888
05/15/2006 COMMON STOCK 100 $10.91000
05/15/2006 COMMON STOCK 300 $10.92000
05/15/2006 COMMON STOCK 6,000 $10.93000
05/15/2006 COMMON STOCK 300 $10.94000
05/15/2006 COMMON STOCK 800 $10.95000
05/15/2006 COMMON STOCK 5,400 $10.95963
05/15/2006 COMMON STOCK 3,400 $10.96000
05/15/2006 COMMON STOCK 800 $10.99000
05/15/2006 COMMON STOCK 500 $11.00000
05/15/2006 COMMON STOCK 284 $11.01000
05/15/2006 COMMON STOCK 100 $11.02000
05/15/2006 COMMON STOCK 100 $11.05000
05/15/2006 COMMON STOCK 100 $11.06000
05/15/2006 COMMON STOCK 700 $11.07000
05/15/2006 COMMON STOCK 500 $11.08000
05/15/2006 COMMON STOCK 100 $11.09000
05/15/2006 COMMON STOCK 900 $11.10000
05/15/2006 COMMON STOCK 700 $11.12857
05/15/2006 COMMON STOCK 1,800 $11.14778
05/15/2006 COMMON STOCK 100 $11.15000
05/15/2006 COMMON STOCK 400 $11.17000
05/15/2006 COMMON STOCK 1,900 $11.18684
05/15/2006 COMMON STOCK 3,065 $11.24674
05/15/2006 COMMON STOCK 300 $11.30333
05/15/2006 COMMON STOCK 15,100 $11.30967
05/15/2006 COMMON STOCK 1,300 $11.31000
05/15/2006 COMMON STOCK 894 $11.34658
05/15/2006 COMMON STOCK 18,029 $11.36000
05/15/2006 COMMON STOCK 1,310 $11.39924
05/15/2006 COMMON STOCK 3,800 $11.39974
05/15/2006 COMMON STOCK 500 $11.40000
05/15/2006 COMMON STOCK 4,100 $11.41000
05/15/2006 COMMON STOCK 3,500 $11.47000
05/15/2006 COMMON STOCK 2,600 $11.49199
05/15/2006 COMMON STOCK 4,100 $11.54899
05/15/2006 COMMON STOCK 4,100 $11.54902
05/15/2006 COMMON STOCK 200 $11.56000
05/15/2006 COMMON STOCK 2,400 $11.57000
05/15/2006 COMMON STOCK 500 $11.58000
05/15/2006 COMMON STOCK 200 $11.59000
05/15/2006 COMMON STOCK 7,800 $11.60000
05/15/2006 COMMON STOCK 1,100 $11.60727
05/15/2006 COMMON STOCK 600 $11.61000
05/17/2006 COMMON STOCK 463 $10.45000
05/17/2006 COMMON STOCK 100 $10.46000
05/17/2006 COMMON STOCK 3,300 $10.49000
05/17/2006 COMMON STOCK 67 $10.52000
05/17/2006 COMMON STOCK 570 $10.53000
05/17/2006 COMMON STOCK 3,249 $10.54000
05/17/2006 COMMON STOCK 8,305 $10.55000
05/17/2006 COMMON STOCK 1,710 $10.57000
05/17/2006 COMMON STOCK 6,501 $10.58000
05/17/2006 COMMON STOCK 4,055 $10.59000
05/17/2006 COMMON STOCK 43,295 $10.60000
05/17/2006 COMMON STOCK 3,067 $10.61000
05/17/2006 COMMON STOCK 1,400 $10.62000
05/17/2006 COMMON STOCK 1,293 $10.63000
05/17/2006 COMMON STOCK 1,200 $10.64000
05/17/2006 COMMON STOCK 600 $10.65000
05/17/2006 COMMON STOCK 500 $10.66000
05/17/2006 COMMON STOCK 4,015 $10.68000
05/17/2006 COMMON STOCK 400 $10.69000
05/17/2006 COMMON STOCK 6,136 $10.70000
05/17/2006 COMMON STOCK 4,785 $10.71000
05/17/2006 COMMON STOCK 872 $10.74000
05/17/2006 COMMON STOCK 200 $10.77000
05/17/2006 COMMON STOCK 1,392 $10.79000
05/17/2006 COMMON STOCK 2,042 $10.80000
05/17/2006 COMMON STOCK 2,454 $10.81000
05/19/2006 COMMON STOCK 241 $10.29000
05/19/2006 COMMON STOCK 2,763 $10.30000
05/19/2006 COMMON STOCK 541 $10.31000
05/19/2006 COMMON STOCK 2,024 $10.32000
05/19/2006 COMMON STOCK 41 $10.33000
05/19/2006 COMMON STOCK 41 $10.34000
05/19/2006 COMMON STOCK 1,407 $10.35000
05/19/2006 COMMON STOCK 574 $10.36000
05/19/2006 COMMON STOCK 17 $10.37000
05/19/2006 COMMON STOCK 1,551 $10.38000
05/19/2006 COMMON STOCK 8,477 $10.39000
05/19/2006 COMMON STOCK 40,929 $10.40000
05/19/2006 COMMON STOCK 6,867 $10.41000
05/19/2006 COMMON STOCK 364 $10.42000
05/19/2006 COMMON STOCK 5,458 $10.43000
05/19/2006 COMMON STOCK 3,998 $10.44000
05/19/2006 COMMON STOCK 35,245 $10.45000
05/19/2006 COMMON STOCK 30,597 $10.46000
05/19/2006 COMMON STOCK 7,900 $10.47000
05/19/2006 COMMON STOCK 4,930 $10.48000
05/19/2006 COMMON STOCK 839 $10.49000
05/19/2006 COMMON STOCK 1,000 $10.50000
05/22/2006 COMMON STOCK 9,279 $10.27000
05/23/2006 COMMON STOCK 188 $10.25000
05/23/2006 COMMON STOCK 4,200 $10.27000
05/23/2006 COMMON STOCK 1,594 $10.28000
05/23/2006 COMMON STOCK 1,259 $10.29000
05/23/2006 COMMON STOCK 38,459 $10.30000
05/23/2006 COMMON STOCK 34,683 $10.31000
05/23/2006 COMMON STOCK 7,600 $10.32000
06/06/2006 COMMON STOCK 800 $9.95000
06/06/2006 COMMON STOCK 21,589 $9.96000
06/06/2006 COMMON STOCK 6,239 $9.97000
06/06/2006 COMMON STOCK 3,080 $9.98000
06/06/2006 COMMON STOCK 200 $9.99000
06/06/2006 COMMON STOCK 22,682 $10.00000
06/07/2006 COMMON STOCK 500 $9.84000
06/07/2006 COMMON STOCK 3,202 $9.85000
06/07/2006 COMMON STOCK 200 $9.87000
06/07/2006 COMMON STOCK 1,000 $9.90000
06/07/2006 COMMON STOCK 200 $9.93000
06/07/2006 COMMON STOCK 400 $9.94000
06/07/2006 COMMON STOCK 200 $9.95000
06/07/2006 COMMON STOCK 300 $9.97000
06/07/2006 COMMON STOCK 100 $9.98000
06/07/2006 COMMON STOCK 2,734 $9.99000
06/07/2006 COMMON STOCK 366 $10.00000
9
Page 9 of 9 Pages
Exhibit A
Directors and Officers of Spurgeon Corporation
Judith M. Van Kampen
290 South County Farm Road
3rd Floor
Wheaton, IL 60187
Director of Spurgeon. Trustee of Judith M. Van Kampen
Trust which is Manager of Van Kampen Asset Management
Company, LLC.
Karla M. Van Kampen-Pierre
290 South County Farm Road
3rd Floor
Wheaton, IL 60187
Director of Spurgeon. Trustee of Judith M. Van Kampen
Trust which is Manager of Van Kampen Asset Management
Company, LLC.
David Wisen
120 Washington St.
Grand Haven, MI 49417-0070
Director and President of Spurgeon. President of Van
Kampen Asset Management Company, LLC.
Jerald A. Trannel
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Director, Vice President and Treasurer of Spurgeon.
Controller of Grace Brothers, Ltd. and Senior Vice
President and Treasurer of Van Kampen Asset Management
Company, LLC.
Gregory M. White
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Secretary of Spurgeon. Secretary of Van Kampen Asset
Management Company, LLC.
All are United States Citizens.
The Business address of Van Kampen Asset Management
Company, LLC is 290 South County Farm Road, Third Floor,
Wheaton, IL 60187. The principal business of Van Kampen
Asset Management Company, LLC is investment and asset
management.