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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 9, 1996.
LITHIUM TECHNOLOGY CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
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<S> <C> <C>
Delaware 1 10446 13-3411148
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State or Other Jurisdiction Commission IRS Employer
of Incorporation or Organization File Number Identification No.
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5115 Campus Drive, Plymouth Meeting, PA 19462
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (610) 940-6090
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Former name or former address, if changed since last report
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
Lithium Technology Corporation (the "Company") issued an aggregate of
38,627 shares of the Company's common stock pursuant to an exemption from
registration under Regulation S of the Securities Act of 1933 to two
institutional investors in connection with the terms of Stock Purchase
Agreements relating to a convertible note transaction which was entered into by
the parties on October 25, 1996, and reported in the Company's Report on Form
8-K, dated October 25, 1996 (a form of the Stock Purchase Agreement is attached
as exhibit 10.31 thereto). Of these shares, 27,591 shares were issued to one
of the aforementioned institutional investors, and 11,036 shares were issued
to the other institutional investor. Both institutional investors are existing
stockholders in the Company and are not "U.S. Persons" (as defined in Rule
902(o) of Regulation S). The shares were issued in three blocks: 13,258 shares
as of December 9, 1996; 11,589 shares as of December 16, 1996; and 13,780
shares as of December 23, 1996. The common stock was not issued for cash, no
underwriter was used, and no underwriter discounts or commissions were paid.
The shares were issued to satisfy certain covenants in the aforementioned Stock
Purchase Agreements as the result of certain post-closing occurrences. The
Company issued the common stock pursuant to Rule 903 of Regulation S and
qualifies for such an exemption based on the purchasers' representations set
forth in the aforementioned Stock Purchase Agreements including the following:
the Company is a Reporting Issuer (as defined in Rule 902(1) of Regulation S);
has not made any Directed Selling Efforts (as defined in Rule 902(b) of
Regulation S); has implemented Offering Restrictions (as defined in Rule 902(h)
of Regulation S); and has not made any offer or sale to any U.S. person or for
the account or benefit of any U.S. person.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LITHIUM TECHNOLOGY CORPORATION
By: /s/ David J. Cade
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David J. Cade
President and
Chief Operating Officer
Date: December 24, 1996
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