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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 CORPORATION
(formerly Hope Technologies, Inc.)
(Name of Issuer)
COMMON STOCK, par value $.01 (formerly Class
B Common Stock, par value $.00005882)
(Title of Class of Securities)
536808306 (formerly 439498106)
(CUSIP Number)
GROUP III CAPITAL VENTURES, INC.
475 PARK AVENUE SOUTH
SUITE 3300
NEW YORK, NEW YORK 10016
(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: Group III Capital Ventures, Inc.
I.R.S. ID#: 22-3261566
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. Organization
Number of (7) Sole Voting Power: 672,927
Shares Bene-
ficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: 672,927
Reporting
Person With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
672,927
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 4.3%
14) Type of Reporting Person (See Instructions): CO
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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) 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 Group III Capital Ventures,
Inc. 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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Aggregate Amount of Percentage
Title of Class Beneficial Ownership of Class
- -------------- -------------------- --------
Common Stock 672,927(1) 4.3%
- -------------
(1) This does not include 370,000 shares of Common Stock beneficially owned by
Mr. Taylor who is a controlling person of (i) Group III Capital Inc., the
beneficial owner of 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, which 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 and (ii) Group III Capital Ventures, Inc.
(b) The number of shares as to which Group III Capital Ventures, Inc.
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. Group III Capital Ventures, Inc. has
sole voting power with respect to 672,927 shares of Common
Stock beneficially owned.
(ii) Shared Voting Power. Group III Capital Ventures, Inc.
does not hold any common stock with shared voting power.
(iii) Sole Dispositive Power. Group III Capital Ventures, Inc.
has sole power to dispose or to direct the disposition with
respect to 672,927 shares of Common Stock beneficially owned.
(iv) Shared Dispositive Power. Group III Capital Ventures,
Inc. does not hold any common stock with dispositive power.
(c) Group III Capital Ventures, Inc. 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 $1.875
</TABLE>
(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 12, 1996 /s/ Donald C. Taylor
-----------------------------
Donald C. Taylor, President
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