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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20539
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Lithium Technology Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
53680806
(CUSIP Number)
Donald C. Taylor
475 Park Avenue South
Suite 3300
New York, New York 10016
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 3, 1997
(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 the 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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SCHEDULE 13D
CUSIP No. 536808306
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald C. Taylor
Social Security Number: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[]
(b)[]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 432,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,400,000
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9 SOLE DISPOSITIVE POWER
432,500
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10 SHARED DISPOSITIVE POWER
1,400,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,832,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.82%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP No. 536808306
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Group III Capital, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[]
(b)[]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,400,000
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
1,400,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,400,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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Item 2 Identity and Background.
Item 2 is hereby amended and supplemented to add the following:
(a), (b), (c) and (f) This statement is being filed jointly by Donald
C. Taylor and Group III Capital, Inc. ("Group III"), a New York
corporation in the merchant banking business. Mr. Taylor and Group III
are herein referred to as the Reporting Persons. Mr. Taylor is the
President and a director of Group III. The business address of Mr.
Taylor and Group III is 475 Park Avenue South, Suite 3300, New York,
New York 10016. Mr. Taylor, a U.S. citizen, provides merchant banking
services through Group III.
(d) and (e) During the last five years, none of the Reporting Persons
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented to add the following:
Group III holds a Warrant to purchase 1,500,000 shares of Common Stock
(the "Warrant"). The Warrant has vested with respect to 320,000 shares
of Common Stock and will vest with respect to an additional 1,080,000
shares of Common Stock on or before May 1, 1997 as prescribed by the
Warrant.
Item 4 Purpose of Transaction.
Item 4 is hereby amended and supplemented to add the following:
As described in Item 3, Group III holds a Warrant 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 an additional
1,080,000 shares of Common Stock on or before May 1, 1997 as prescribed
by the Warrant.
(a) Mr. Taylor, individually and through Group III, currently intends
to continuously review his equity interest in the Issuer, and the
Issuer's business affairs and financial condition. Depending on his
evaluation of the Issuer's business and prospects, and upon future
developments (including, but not limited to, performance of the Issuer,
the availability of funds, future opportunities, money and stock market
conditions, and general economic conditions), Mr. Taylor may, and
reserves the right to, dispose of all or a portion of his shares of
common stock now held by him or hereafter acquired in one or more
privately negotiated
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transactions, on the open market or otherwise, or from time to time
purchase additional shares of common stock of the Issuer.
(b)-(j) No Reporting Person has any plans or proposals which relate to
Items 4(b) through and including Item 4(j).
Item 5 Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented to add the following information:
(a) Mr. Taylor beneficially owns 1,832,5000 shares of Common Stock
constituting 9.82% of the outstanding shares. The shares beneficially
owned by Mr. Taylor include (i) 1,400,000 shares of Common Stock issuable
upon exercise of the Warrant, which Warrant has vested with respect to
320,000 shares of Common Stock and will vest with respect to an additional
1,080,000 shares of Common Stock on or before May 1, 1997 as prescribed by
the Warrant, (ii) 192,500 shares of Common Stock owned by the Taylor First
Family Limited Partnership, and (iii) 240,000 shares of Common Stock owned
directly by Mr. Taylor.
Group III beneficially owns 1,400,000 shares of Common Stock constituting
7.50% of the outstanding shares. The shares beneficially owned by Group
III consist of 1,400,000 shares of Common Stock issuable upon exercise of
the Warrant, which Warrant has vested with respect to 320,000 shares of
Common Stock and will vest with respect to an additional 1,080,000 shares
of Common Stock on or before May 1, 1997 as prescribed by the Warrant.
The information herein pertaining to the Issuer's issued and outstanding
Common Stock is as of February 28, 1997, at which time there were issued
and outstanding 17,248,324 shares of the Issuer's Common Stock.
(b) The number of shares as to which Mr. Taylor and Group III have 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
432,500 shares of Common Stock beneficially owned.
(ii) Shared Voting Power. Mr. Taylor and Group III have shared voting
power with respect to 1,400,000 shares of Common Stock beneficially owned
which shares relate the portions of the Warrant owned by Group III which
have vested to date and will vest on or before May 1, 1997.
(iii) Sole Dispositive Power. Mr. Taylor has sole power to dispose or to
direct the disposition with respect to 432,500 shares of Common Stock
beneficially owned.
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(iv) Shared Dispositive Power. Mr. Taylor and Group III have shared
dispositive power with respect to 1,400,000 shares of Common Stock
beneficially owned which shares relate to the portions of the Warrant
owned by Group III which have vested to date and will vest on or before
May 1, 1997.
(c) As described in Item 3 the Warrant held by Group III to purchase
1,500,000 shares of common stock has vested with respect to 320,000 shares
of common stock and will vest on May 1, 1997 with respect to an additional
1,080,000 shares of Common Stock.
On January 29, 1997, Mr. Taylor sold 2,500 shares of Common Stock in the
open market at a price of $1.18750 per share.
(d) Not applicable.
(e) Not applicable.
Item 7 Material to Be filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement.
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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 correct.
Dated: March 10, 1997 /s/ Donald C. Taylor
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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 correct.
Dated: March 10, 1997 GROUP III CAPITAL, INC.
By: /s/ Donald C. Taylor
-----------------------------------
Donald C. Taylor
President
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Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of a Statement on Schedule 13D and any amendments thereto with respect to
the Common Stock, par value $.01 of Lithium Technology Corporation and that this
Joint Filing Agreement be included as an exhibit to such joint filing. In
evidence thereof, the undersigned hereby execute this Agreement as of March 10,
1997.
GROUP III VENTURES, INC.
By: /s/ Donald C. Taylor
--------------------------------
Donald C. Taylor
President
/s/ Donald C. Taylor
--------------------------------
Donald C. Taylor
