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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): March 24, 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.
On March 24, 1997, Lithium Technology Corporation (the "Company")
issued 12,963 shares of its common stock to two purchasers 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. These 12,963 shares were issued
pursuant to certain contingencies contained in the aforementioned Stock
Purchase Agreements.
In addition, on March 24, 1997, 1,201,550 shares of the Company's
common stock were placed in an escrow reserve account (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
contingencies as specified in the aforementioned convertible notes and related
agreements and, in the event of such contingencies (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 aforementioned 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: April 8, 1997
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