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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 To
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LITHIUM TECHNOLOGY COR(NameIof Issuer)ly Hope Technologies, Inc.)
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COMMON STOCK, par value $.01 (formerly Class B Common Stock, par value
$.00005882)
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(Title of Class of Securities)
536808306 (formerly 439498106)
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(CUSIP Number)
DONALD C. TAYLOR
475 PARK AVENUE SOUTH
SUITE 3300
NEW YORK, NEW YORK 10016
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 13, 1996
(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 Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this Statement. [
] (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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.)
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CUSIP Number: 536808306
1) Name of Reporting Persons and S.S. or I.R.S. Identification
Nos. of Above Persons:
Name: Donald C. Taylor
Social Security Number: ###-##-####
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: U.S. Citizen
Number of (7) Sole Voting Power: 50,000
Shares Bene-
ficially (8) Shared Voting Power: 992,927*
Owned by
Each (9) Sole Dispositive Power: 50,000
Reporting
Person With (10) Shared Dispositive Power: 992,927*
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,042,927*
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 6.66%
14) Type of Reporting Person (See Instructions): IN
* Includes 320,000 shares of Common Stock issuable upon exercise of a Common
Stock Purchase Warrant (the "Warrant") owned by Group III Capital, Inc. to
purchase 1,500,000 shares of Common Stock. The Warrant has vested with respect
to 320,000 shares of Common Stock and will vest with respect to the remaining
1,180,000 shares of Common Stock on May 1, 1997, or at such earlier time as
prescribed by the Warrant. Also includes 672,927 shares of Common Stock
owned by Group III Capital Ventures, Inc.
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock ("Common Stock") of Lithium
Technology Corporation (the "Issuer").
Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, PA 19462
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Donald C. Taylor
(b) 475 Park Avenue South, Suite 3300
New York, New York 10016
(c) Donald C. Taylor is President and sits on the Board of
Directors of Group III Capital Ventures, Inc. and Group III
Capital, Inc.
(d) No
(e) No
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This filing does not report the acquisition of any shares of Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION
Group III Capital Ventures, Inc. transferred 357,073 shares of Common
Stock in a private transaction in satisfaction of outstanding principal and
accrued and unpaid interest on certain loans made in November 1993.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The table below sets forth the aggregate number of shares and
percentage of Common Stock beneficially owned by Mr. Taylor. The information
herein pertaining to the Issuer's issued and outstanding Common Stock is as of
November 30, 1996, at which time there were issued and outstanding 15,658,704
shares of the Issuer's Common Stock.
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<TABLE>
<CAPTION>
Aggregate Amount of Percentage
Title of Class Beneficial Ownership of Class
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<S> <C> <C>
Common Stock 1,042,927(1) 6.66%
</TABLE>
(1) Includes 320,000 shares of Common Stock issuable upon exercise of
a Common Stock Purchase Warrant (the "Warrant") owned by Group III Capital,
Inc. to purchase 1,500,000 shares of Common Stock. The Warrant invested with
respect to 320,000 shares of Common Stock and will vest with respect to the
remaining 1,180,000 shares of Common Stock on May 1, 1997, or at such earlier
time as prescribed by the Warrant. Also includes 672,927 shares of Common
Stock owned by Group III Capital Ventures, Inc.
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(b) The number of shares as to which Mr. Taylor has sole power to
vote or direct the vote, shared power to vote or direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition is as follows:
(i) Sole Voting Power. Mr. Taylor has sole voting power
with respect to 50,000 shares of Common Stock beneficially
owned.
(ii) Shared Voting Power. Mr. Taylor has shared voting
power with respect to 992,927* shares of Common Stock
beneficially owned.
(iii) Sole Dispositive Power. Mr. Taylor has sole power to
dispose or to direct the disposition with respect to 50,000
shares of Common Stock beneficially owned.
(iv) Shared Dispositive Power. Mr. Taylor has shared
voting power with respect to 992,927* shares of Common Stock
beneficially owned.
- ----------
* Includes 320,000 shares of Common Stock issuable upon exercise of a
Common Stock Purchase Warrant (the "Warrant") owned by Group III Capital, Inc.
to purchase 1,500,000 shares of Common Stock. The Warrant has vested with
respect to 320,000 shares of Common Stock and will vest with respect to the
remaining 1,180,000 shares of Common Stock on May 1, 1997, or at such earlier
time as prescribed by the Warrant. Also includes 672,927 shares of Common
Stock owned by Group III Capital Ventures, Inc.
- ----------
(c) Mr. Taylor made the following disposition of shares of Common
Stock during the month of November, 1996:
<TABLE>
<CAPTION>
Transaction Number Transaction Price per
Date of Shares Type Share
- ---------------- --------- ------------ ---------
<S> <C> <C> <C>
November 13, 1996 357,073 Private Sale by $1.875
Group III Capital
Ventures, Inc.
</TABLE>
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
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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
accurate.
Dated: December 13, 1996 /s/ Donald C. Taylor
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Donald C. Taylor
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