Delaware
(State or other jurisdiction of incorporation of organization)
|
16-1387013
(I.R.S. 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:)
|
Common Stock, $0.10 par value per share
|
ULBI
|
NASDAQ
|
(Title of each class)
|
(Trading Symbol)
|
(Name of each exchange on which registered)
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
4
|
Item 11.
|
Executive Compensation
|
9
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
17
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
19
|
Item 14.
|
Principal Accountant Fees and Services
|
19
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules
|
21
|
Exhibit Index
|
22
|
|
Signatures
|
24
|
Name
|
Age
|
Present Principal Occupation, Employment History and Expertise
|
Michael D. Popielec
|
59
|
Mr. Popielec has served as our President and Chief Executive Officer and as a director of the Company since December 30, 2010. Mr. Popielec has over 30 years’ experience in growing domestic and international industrial businesses. Prior to joining us, Mr. Popielec operated his own management consulting business from 2009 to 2010 and was Group President, Applied Technologies from 2008 to 2009 and Group President, Diversified Components from 2005 to 2007 at Carlisle Companies, Inc., a $2.5 billion diversified global manufacturer. Prior to that, from 2003 to 2005, he held various positions, including Chief Operating Officer, Americas, for Danka Business Systems, PLC. From 1985 to 2002, Mr. Popielec held positions of increasing responsibility at General Electric Company, culminating in his serving as a GE corporate officer and as President and Chief Executive Officer of GE Power Controls, the European arm of GE Industrial Systems. Mr. Popielec has a B.S. in Mechanical Engineering from Michigan State University. We believe Mr. Popielec’s service as a member of our Board of Directors is appropriate because of his position as President and Chief Executive Officer of the Company.
|
Thomas L. Saeli
|
64
|
Mr. Saeli has been a director of the Company since March 2010. Since 2011, Mr. Saeli has served as the Chief Executive Officer and a director of JRB Enterprises, a diversified manufacturer of primarily commercial low slope roofing systems. From 2009 to 2011, Mr. Saeli was a consultant to international corporate clients on matters involving business development strategies, acquisitions and operations. He previously served as Chief Executive Officer and a member of the board of directors of Noble International, Ltd., an international automotive supplier. Prior to that, Mr. Saeli was Vice President of Corporate Development for Lear Corporation, an international automotive supplier. Mr. Saeli has served on boards of various privately held businesses and nonprofit organizations. Mr. Saeli has a BA in Economics from Hamilton College, and an MBA in Finance and Accounting from Columbia University’s Graduate School of Business. We believe Mr. Saeli’s service as a member of our Board of Directors is appropriate because of his manufacturing, corporate development, mergers and acquisitions and finance experience. Mr. Saeli qualifies as an audit committee financial expert under applicable SEC rules.
|
Robert W. Shaw II
|
64
|
Mr. Shaw has been a director of the Company since June 2010. Since 2015 he has been a consultant for Pratt Miller, Inc., a large engineering company for automotive racing and defense businesses. Since 2015 as well, he has been a senior advisor to Hornblower Group, the world's largest operator of excursion vessels, plus Seaward Services and the American Queen Steamboat Company. Mr. Shaw has served as President of the largest dining and excursion boat operator in the United States, with over 100 vessels. He has been President of a large mechanical contracting company specializing in the federal government and healthcare markets. Mr. Shaw served in the US Marine Corps as an infantry Captain, has an MBA degree from Harvard University and an engineering BS degree from Cornell University. We believe Mr. Shaw’s service as a member of our Board of Directors is appropriate because of his management expertise and experience as an executive officer.
|
Ranjit C. Singh
|
68
|
Mr. Singh has been a director of the Company since August 2000 and served as Chair of our Board of Directors from December 2001 to June 2007. Mr. Singh is currently the Chief Executive Officer of CSR Consulting Group, which provides business and technology consulting services, a position that he has held since 2008. He previously served as President and Chief Executive Officer of Aptara, a content outsourcing services company, from February 2003 until July 2008. Prior to that, he was President and Chief Operating Officer of ContentGuard, which develops and markets digital property rights software. Before joining ContentGuard, Mr. Singh worked for Xerox as a corporate Senior Vice President responsible for the software and services businesses. Mr. Singh has a BS and MS in Electrical Engineering from University of Bath, England and an MBA from WPI. We believe Mr. Singh’s service as a member of our Board of Directors is appropriate because of his experience as an executive of and advisor to growing technology-based companies, his familiarity with international operations and his expertise in mergers and acquisitions.
|
Bradford T. Whitmore
|
63
|
Mr. Whitmore has been a director of the Company since June 2007 and Chair of our Board of Directors since March 2010. Since 1985, he has been the Managing Partner of Grace Brothers LP, an investment firm that holds approximately 3% of the outstanding shares of our common stock. Mr. Whitmore and Grace Brothers LP collectively hold or claim beneficial ownership of 34.6% of the outstanding shares of our common stock. Mr. Whitmore has a BS in Mechanical Engineering from Purdue University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Over the past several years, Mr. Whitmore has served as a director of several privately held companies in which Grace Brothers LP and its affiliates held investments as well as not-for-profit organizations. We believe Mr. Whitmore’s service as a member of the Board of Directors is appropriate because of his corporate development expertise and significant expertise in corporate financial matters.
|
●
|
Michael D. Popielec, President and Chief Executive Officer
|
●
|
Philip A. Fain, Chief Financial Officer, Treasurer and Secretary
|
Name
|
Age
|
Present Principal Occupation and Employment History
|
Philip A. Fain
|
66
|
Mr. Fain was appointed as our Chief Financial Officer in November 2009, Treasurer in December 2009 and Corporate Secretary in April 2013. Before his appointment as Chief Financial Officer, he served as Vice President of Business Development, having joined us in February 2008. Prior to joining us, he was Managing Partner of CXO on the GO, LLC, a management-consulting firm, which he co-founded in November 2003 and which we retained in connection with our acquisition activity. Prior to founding CXO on the GO, LLC, Mr. Fain served as Vice President of Finance - RayBan Sunoptics for Luxottica, SpA (“Luxottica”). Prior to the acquisition of Bausch & Lomb’s global eyewear business by Luxottica, Mr. Fain served as Bausch & Lomb’s Senior Vice President Finance - Global Eyewear from 1997 to 1999 and as Vice President and Controller for the US Sunglass business from 1993 to 1996. In these roles, he led the process to acquire some of the world’s most sought-after sunglass companies and brands for Bausch & Lomb. From 1983 to 1993, Mr. Fain served in various positions with Bausch & Lomb including executive positions in corporate accounting, finance and audit. Mr. Fain began his career as a CPA and consultant with Arthur Andersen & Co. in 1977. He received his B.A. in Economics from the University of Rochester and an MBA from the William E. Simon Graduate School of Business Administration of the University of Rochester.
|
Annual Retainer for
Committee Members |
Annual Retainer for
Committee Chair |
|||||
Audit and Finance Committee
|
$6,950 | $17,250 | ||||
Compensation and Management Committee
|
$5,410 | $13,650 | ||||
Corporate Development and Governance Committee
|
$6,950 | $17,250 |
Annual Retainer for
Committee Members |
Annual Retainer for
Committee Chair |
|||||
Audit and Finance Committee
|
$6,950 | $17,250 | ||||
Compensation and Management Committee
|
$5,410 | $13,650 | ||||
Corporate Development and Governance Committee
|
$6,950 | $17,250 |
Name
|
Fees Paid
in Cash
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non- Equity
Incentive Plan
Compensation
|
Nonqualified
Deferred
Compensation
Earnings
|
All Other Compensation ($)
|
Total ($)
|
|||||||||||||||||||||
(1) | (2) | (3) | (4) | (5) | (6) | |||||||||||||||||||||||
Thomas L. Saeli
|
96,175 | - | - | - | - | - | 96,175 | |||||||||||||||||||||
Robert W. Shaw II
|
97,590 | - | - | - | - | - | 97,590 | |||||||||||||||||||||
Ranjit C. Singh
|
96,945 | - | - | - | - | - | 96,945 | |||||||||||||||||||||
Bradford T. Whitmore
|
103,000 | - | - | - | - | - | 103,000 | |||||||||||||||||||||
393,710 | - | - | - | - | - | 393,710 |
(1)
|
Amounts shown represent cash compensation earned during for 2020. Amounts may differ from amounts paid in 2020 due to timing of payments.
|
(2)
|
There were no stock awards granted to our non-employee directors during 2020 or outstanding at December 31, 2020.
|
(3)
|
There were no option awards granted to our non-employee directors during 2020 or outstanding at December 31, 2020.
|
(4)
|
There was no non-equity incentive plan compensation paid to our non-employee directors for the fiscal year ended December 31, 2020.
|
(5)
|
There were no non-qualified deferred compensation earnings for our non-employee directors for the fiscal year ended December 31, 2020.
|
(6)
|
There was no other compensation paid to our non-employee directors for the fiscal year ended December 31, 2020.
|
Salary ($)
|
Bonus ($)
|
Stock
Awards ($) |
Option
Awards ($) |
All Other
Compensation ($)
|
Total ($)
|
|||||||||||||||||||||
Name and Principal Position
|
Year
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
||||||||||||||||||||
Michael D. Popielec, President and
|
2020
|
531,761 | 72,088 | - | 111,084 | 21,618 | 736,551 | |||||||||||||||||||
Chief Executive Officer |
2019
|
526,579 | 93,255 | - | 169,895 | 21,058 | 810,786 | |||||||||||||||||||
Philip A. Fain, Chief Financial Officer,
|
2020
|
338,713 | 30,612 | - | 55,542 | 13,342 | 438,209 | |||||||||||||||||||
Treasurer and Secretary |
2019
|
335,433 | 46,861 | - | 94,386 | 13,342 | 490,021 |
(1)
|
Amounts shown represent base salary cash compensation paid during the respective years. Amounts may differ from amounts earned due to timing of payroll periods. Refer to the “Narrative to Summary Compensation Table” below for further information.
|
(2)
|
Amounts shown represent short-term incentive plan (“STIP”) cash awards earned during the respective years and paid in the subsequent year. Refer to the “Narrative to Summary Compensation Table” for further information.
|
(3)
|
There were no stock awards other than stock options granted during fiscal years 2020 and 2019.
|
(4)
|
Amounts shown represent the aggregate grant date fair value of stock options awarded during the respective years computed in accordance with Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC 718”). See the notes to our audited consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2020 and December 31, 2019, respectively, for the assumptions used in valuing these stock option awards in accordance with ASC 718. Refer to the “Narrative to Summary Compensation Table” below for further information.
|
(5)
|
Amounts shown as “All Other Compensation” consist of the following:
|
401(k) Plan
Employer Match
($)
|
Other
Benefits (a)
($)
|
Total
($)
|
||||||||
Michael D. Popielec
|
2020
|
8,400 | 13,218 | 21,618 | ||||||
2019
|
8,400 | 12,658 | 21,058 | |||||||
Philip A. Fain
|
2020
|
8,400 | 4,942 | 13,342 | ||||||
2019
|
8,400 | 4,942 | 13,342 |
(a)
|
The “Other Benefits” column of the above table includes premiums paid for group medical and dental coverage and long-term care insurance, reimbursement for tax preparation and certain financial planning expenses.
|
●
|
Base salary;
|
●
|
Short-term incentive plan (“STIP”);
|
●
|
Long-term incentive plan (“LTIP”); and
|
●
|
Limited perquisites and other benefits.
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Options
Unearned (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
||||||||||||
Michael D. Popielec
|
40,000 | - | - | 3.7103 |
3/3/2022
|
||||||||||||
20,000 | - | - | 3.7876 |
3/5/2022
|
|||||||||||||
40,000 | - | 4.2902 |
6/1/2023
|
||||||||||||||
26,667 | 13,333 | (1) | - | 9.8514 |
4/18/2025
|
||||||||||||
15,000 | 30,000 | (2) | - | 8.2523 |
7/23/2026
|
||||||||||||
- | 40,000 | (3) | - | 6.5062 |
4/22/2027
|
||||||||||||
Philip A. Fain
|
70,000 | - | 3.9384 |
3/4/2021
|
|||||||||||||
30,000 | - | - | 3.7103 |
3/3/2022
|
|||||||||||||
20,000 | - | - | 4.2902 |
6/1/2023
|
|||||||||||||
20,000 | - | - | 5.7075 |
4/19/2024
|
|||||||||||||
13,334 | 6,666 | (4) | - | 9.8514 |
4/18/2025
|
||||||||||||
8,334 | 16,666 | (5) | - | 8.2523 |
7/23/2026
|
||||||||||||
- | 20,000 | (6) | - | 6.5062 |
4/22/2027
|
(1)
|
On April 18, 2018, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Popielec the option to purchase 40,000 shares of our common stock. This option vested with respect to 13,334 shares on April 18, 2019 and 13,333 shares on April 18, 2020, and will vest with respect to 13,333 shares on April 18, 2021.
|
(2)
|
On July 23, 2019, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Popielec the option to purchase 45,000 shares of our common stock. This option vested with respect to 15,000 shares on July 23, 2020 and will vest with respect to 15,000 shares on July 23, 2021 and 15,000 shares on July 23, 2022.
|
(3)
|
On April 22, 2020, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Popielec the option to purchase 40,000 shares of our common stock. This option will vest with respect to 13,334 shares on April 22, 2021, 13,333 shares on April 22, 2022 and 13,333 shares on April 23, 2023.
|
(4)
|
On April 18, 2018, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 20,000 shares of our common stock. This option vested with respect to 6,667 shares on April 18, 2019 and 6,667 shares on April 18, 2020 and will vest with respect to 6,666 shares on April 18, 2021.
|
(5)
|
On July 23, 2019, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 25,000 shares of our common stock. This option vested with respect to 8,334 shares on July 23, 2020 and will vest with respect to 8,333 shares on July 23, 2021 and 8,333 shares on July 23, 2022.
|
(6)
|
On April 22, 2020, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 20,000 shares of our common stock. This option will vest with respect to 6,667 shares on April 22, 2021, 6,667 shares on April 22, 2022 and 6,666 shares on April 23, 2023.
|
Name
|
Number of Shares Acquired on
Exercise (#)(1)
|
Value Realized on Exercise ($)(2)
|
||||
Michael D. Popielec
|
26,929 | 197,390 |
(1)
|
Represents shares of the Company’s common stock acquired on November 23, 2020 upon the exercise of options for 300,000 shares of common stock otherwise expiring on December 30, 2020, net of shares of common stock having a fair market value equal to the aggregate exercise price of the shares of common stock for which the options were exercised together with the amount of minimum statutory tax withholdings.
|
(2)
|
Represents the aggregate fair market value of the net shares of the Company’s common stock acquired pursuant to the Company’s 2004 LTIP.
|
President & CEO
|
1.00 times salary
|
Chief Financial Officer
|
0.50 times salary
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and Address of Beneficial Owner
|
Number of Shares
Beneficially Owned
|
Percent of Class
Beneficially Owned |
||
Bradford T. Whitmore (1)
1603 Orrington Avenue, Suite 900
Evanston, IL 60201
|
5,538,073
|
34.6%
|
||
Dimensional Fund Advisors LP (2)
Building One
6300 Bee Cave Road
Austin, TX 78746
|
1,097,073
|
6.9%
|
||
Visionary Wealth Advisors (3)
1405 North Green Mount Rd., Suite 500
O’Fallon, IL 62208
|
860,235
|
5.4%
|
(1)
|
Based on information contained in a Schedule 13D/A (Amendment No. 8) dated November 6, 2020 as filed by Grace Brothers, LP; BRO-GP, LLC; Bradford T. Whitmore; and SUNRAY I, LLC with the SEC on that same date, Mr. Whitmore individually and as manager and sole voting member of SUNRAY I, LLC, a Delaware limited liability company, and as sole managing member of BRO-GP, LLC, a Delaware limited liability company and general partner of Grace Brothers LP, a Delaware limited partnership, beneficially owns 5,538,073 shares of our common stock. Mr. Whitmore has sole voting and dispositive power with respect to 5,019,457 of such shares, of which 4,452,283 are held in the name in SUNRAY I, LLC, and shared voting and dispositive power (with Grace Brothers, LP and BRO-GP, LLC) with respect to 518,616 of such shares.
|
(2)
|
Based on information contained in a Schedule 13G/A dated February 16, 2021 as filed by Dimensional Fund Advisors LP, a registered investment adviser, with the SEC on that same date to report beneficial ownership of shares of the Company’s common stock as of December 31, 2020, and, consequently, the beneficial ownership of Dimensional Fund Advisors LP may have subsequently changed. The Schedule 13G/A reported that Dimensional Fund Advisors LP had sole voting power as to 1,066,160 shares of common stock and sole dispositive power as to 1,097,073 shares of common stock, all of which shares of common stock were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP or one of its subsidiaries furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager or sub-adviser. The shares of common stock reported were owned by the investment companies, commingled funds, group trusts, and separate accounts and Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported shares of common stock.
|
(3)
|
Based on information contained in a Schedule 13G dated February 16, 2021 as filed by Visionary Wealth Advisors, a registered investment adviser, with the SEC on February 17, 2021 to report beneficial ownership of shares of the Company’s common stock as of December 31, 2020, and, consequently, the beneficial ownership of Visionary Wealth Advisors may have subsequently changed. The Schedule 13G reported that Visionary Wealth Advisors had sole voting power as to 6,000 shares of common stock and shared dispositive power as to 860,235 shares of common stock.
|
Name of Beneficial Owner (1)
|
Number of Shares Beneficially Owned (1)
|
Percent of Class
Beneficially Owned (1)(2) |
||
Michael D. Popielec
|
465,551 (3)
|
2.9% (4)
|
||
Thomas L. Saeli
|
60,446
|
*
|
||
Robert W. Shaw II
|
57,750
|
*
|
||
Ranjit C. Singh
|
79,801
|
*
|
||
Bradford T. Whitmore
|
5,538,073 (5)
|
34.6%
|
||
Philip A. Fain
|
223,161 (6)
|
1.4% (7)
|
||
All Directors and Executive Officers as a group (6 persons)
|
6,424,782 (8)
|
39.5% (9)
|
(1)
|
Except as otherwise indicated, the stockholders named in this table have sole voting and investment power with respect to the shares of our common stock beneficially owned by them. The information provided in this table is based upon information provided to us by such stockholders. The table reports beneficial ownership for our directors and executive officers in accordance with Rule 13d-3 under the Exchange Act. This means all our securities over which directors and executive officers directly or indirectly have or share voting or investment power are included as beneficially owned. The amounts also include shares that may be acquired by exercise of stock options within 60 days, which shares are referred to in the footnotes to this table as “shares of common stock subject to options that may be exercised.”
|
(2)
|
Except as otherwise indicated, computations are based on 15,994,606 shares outstanding as of March 25, 2021.
|
(3)
|
The number of shares deemed to be beneficially owned consists of 297,217 shares of common stock held by Mr. Popielec as of March 25, 2021, or 1.9% of common stock outstanding as of that date, and 168,334 shares of common stock subject to options that may be exercised within 60 days by Mr. Popielec.
|
(4)
|
Computed based on 16,162,940 shares of common stock deemed outstanding, which consists of 15,994,606 shares of common stock outstanding as of March 25, 2021 and 168,334 shares of common stock subject to options that may be exercised within 60 days by Mr. Popielec.
|
(5)
|
See “Security Ownership of Certain Beneficial Owners” above.
|
(6)
|
The number of shares deemed to be beneficially owned consists of 118,160 shares of common stock held by Mr. Fain as of March 25, 2021, or less than 1% of common stock outstanding as of that date, and 105,001 shares of common stock subject to options that may be exercised within 60 days by Mr. Fain.
|
(7)
|
Computed based on 16,099,607 shares of common stock deemed outstanding, which consists of 15,994,606 shares of common stock outstanding as of March 25, 2021 and 105,001 shares of common stock subject to options that may be exercised within 60 days by Mr. Fain.
|
(8)
|
The number of shares deemed to be beneficially owned consists of 6,151,447 shares of common stock held by all directors and executive officers as a group as of March 25, 2021, or 38.5% of common stock outstanding as of that date, and 273,335 shares of common stock subject to options that may be exercised within 60 days.
|
(9)
|
Computed based on 16,267,941 shares of common stock deemed outstanding, which consists of 15,994,606 shares of common stock outstanding as of March 25, 2021 and 273,335 shares of common stock subject to options that may be exercised within 60 days.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||||
Equity compensation plans approved by security holders
|
1,217,163 | $6.50 | 249,604 | ||||||
Equity compensation plans not approved by security holders
|
- | - | - | ||||||
Total
|
1,217,163 | $6.50 | 249,604 |
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
2020
|
2019
|
|||||
Audit Fees
|
$381,205 | $389,785 | ||||
Audit - Related Fees
|
8,000 | 8,000 | ||||
Tax Fees
|
- | 14,000 | ||||
Total Fees
|
$389,205 | $411,785 |
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Consolidated Financial Statements:
Previously filed with Form 10-K for the year ended December 31, 2020, as filed on February 4, 2021.
|
3.
|
Exhibits:
|
Exhibit
Index
|
Exhibit Description
|
Incorporated by Reference from:
|
||
2.1
|
Exhibit 10.1 of the Form 8-K filed on May 2, 2019
|
|||
2.2
|
Exhibit 2.2 of the Form 10-K for the year ended December 31, 2015, filed March 2, 2016
|
|||
3.1
|
Exhibit 3.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009
|
|||
3.2
|
Exhibit 3(ii) of the Form 8-K filed June 4, 2014
|
|||
4.1
|
Exhibit 4.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009
|
|||
4.2
|
Exhibit 4.2 of the Form 10-K/A for the year ended December 31, 2019, filed April 28, 2020
|
|||
10.1*
|
Exhibit 10.24 of our Form 10-K for the fiscal year ended June 30, 1996 (this Exhibit may be found in SEC File No. 0-20852)
|
|||
10.2†
|
Appendix A to our Definitive Proxy Statement filed on April 21, 2014
|
|||
10.3†
|
Exhibit 99.2 of our Registration Statement on Form S-8 filed on July 26, 2004, File No. 333-117662
|
|||
10.4†
|
Exhibit 99.3 of our Registration Statement on Form S-8 filed August 18, 2006, File No. 333-136737
|
|||
10.5†
|
Exhibit 99.4 of our Registration Statement on Form S-8 filed November 13, 2008, File No. 333-155349
|
|||
10.6†
|
Exhibit 99.5 of our Registration Statement on Form S-8 filed November 13, 2008, File No. 333-155349
|
|||
10.7†
|
Exhibit 10.40 of the Form 10-K for the year ended December 31, 2010, filed March 15, 2011
|
|||
10.8†
|
Exhibit 4.5 of the Registration Statement on Form S-8 filed on January 30, 2012, File No. 333-179235
|
|||
10.9†
|
Exhibit 10.1 of the Form 8-K filed on May 26, 2011
|
|||
10.10†
|
Exhibit 10.1 of the Form 10-Q for the quarter ended June 30, 2013, filed August 9, 2013
|
|||
10.11†
|
Appendix A of Form DEF 14A filed on April 22, 2013
|
|||
10.12
|
Exhibit 10.1 of the Form 8-K filed on June 6, 2017
|
|||
10.13
|
Exhibit 10.1 of the Form 8-K filed on May 2, 2019
|
21
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
|||
23.1
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
|||
31.1
|
Filed herewith
|
|||
31.2
|
Filed herewith
|
|||
32
|
Furnished with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
|||
101.INS
|
Inline XBRL Instance Document
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
||
101.CAL
|
Inline XBRL Taxonomy Calculation Linkbase Document
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
||
101.LAB
|
Inline XBRL Taxonomy Label Linkbase Document
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
||
101.PRE
|
Inline XBRL Taxonomy Presentation Linkbase Document
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
||
101.DEF
|
Inline XBRL Taxonomy Definition Document
|
Filed with Form 10-K for the year ended December 31, 2020, filed February 4, 2021
|
||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed herewith |
*
|
Confidential treatment has been granted as to certain portions of this exhibit.
|
†
|
Management contract or compensatory plan or arrangement.
|
ULTRALIFE CORPORATION
|
||
Date: March 26, 2021
|
/s/ Michael D. Popielec
|
|
Michael D. Popielec
|
||
President, Chief Executive Officer and Director
|
Date: March 26, 2021
|
/s/ Michael D. Popielec
|
|
Michael D. Popielec
|
||
President, Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
||
Date: March 26, 2021
|
/s/ Philip A. Fain
|
|
Philip A. Fain
|
||
Chief Financial Officer and Treasurer
|
||
(Principal Financial Officer and Principal
|
||
Accounting Officer)
|
||
Date: March 26, 2021
|
/s/ Thomas L. Saeli
|
|
Thomas L. Saeli (Director)
|
||
Date: March 26, 2021
|
/s/ Robert W. Shaw II
|
|
Robert W. Shaw II (Director)
|
||
Date: March 26, 2021
|
/s/ Ranjit C. Singh
|
|
Ranjit C. Singh (Director)
|
||
Date: March 26, 2021
|
/s/ Bradford T. Whitmore
|
|
Bradford T. Whitmore (Director)
|
Exhibit 31.1
I, Michael D. Popielec, certify that:
1. |
I have reviewed this Amendment No. 1 to annual report on Form 10-K of Ultralife Corporation; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: March 26, 2021 | /s/ Michael D. Popielec |
Michael D. Popielec President and Chief Executive Officer |
Exhibit 31.2
I, Philip A. Fain, certify that:
1. |
I have reviewed this Amendment No. 1 to annual report on Form 10-K of Ultralife Corporation; and |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: March 26, 2021 | /s/ Philip A. Fain |
Philip A. Fain Chief Financial Officer and Treasurer |