SC 13D 1 ulbi3d.txt SCHEDULE 13D 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.