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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): February 10, 1997
LITHIUM TECHNOLOGY CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 1-10446 13-3411148
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State or Other Jurisdiction Commission IRS Employer
of Incorporation or Organization File Number Identification No.
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 and Related
Matters.
During the period from February 10, 1997 through February 24, 1997,
Lithium Technology Corporation (the "Company") issued a total of 247,814 shares
of its common stock in connection with the Company's convertible note
transaction which was reported in the Company's Report on Form 8-K dated
October 25, 1996. Of these 247,814 shares, 218,750 shares were issued directly
to the Company's two convertible note purchasers (the "Purchasers") as the
consideration for the Company's exercise of its option under the applicable
Stock Purchase Agreements dated October 23, 1996 (a copy of the form of a
Stock Purchase Agreement is attached as Exhibit 10.31 to the Company's Report
on Form 8-K, dated October 25, 1996) to extend the maturity date of the
convertible notes to March 24, 1997. Of the remaining 29,064 shares issued,
8,974 were issued as of February 10, 1997; 9,642 were issued as of February 17,
1997 and 10,448 were issued as February 24, 1997. These 29,064 shares were
issued pursuant to certain other contingencies contained in the aforementioned
Stock Purchase Agreements.
In addition to such 247,814 shares, the Company also placed in an
escrow reserve account 1,536,797 shares of common stock (the "Escrowed
Shares"). Pursuant to the terms of the aforementioned Stock Purchase
Agreements the Escrowed Shares are to be held in escrow pending the occurrence
of certain specified contingencies and, in the event of such contingencies
(including the non-payment of the aforementioned convertible notes and the
noteholders' election to convert the unpaid notes into the agreed upon quantity
of corresponding Escrowed Shares), such shares will be released from escrow and
will then be included among the issued and outstanding shares of common stock
of the Company.
The shares were issued, or will be issued, to the Purchasers pursuant
to an exemption from registration under Regulation S of the Securities Act of
1933. Neither Purchaser is a "U.S. Person" (as defined in Rule 902(o) of
Regulation S). The common stock was not, and will not be, issued for cash, no
underwriter was used, and no underwriter discounts or commissions were paid.
The Company issued, or will issue, 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(l) 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.
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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: February 25, 1997
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