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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): January
20, 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 January 24, 1997 through February 3, 1997, Lithium
Technology Corporation (the "Company") issued a total of 175,009 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 175,009 shares, 151,515 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 February 22, 1997.
Of the remaining 23,494 shares issued, 8,249 were issued as of January 20, 1997;
7,415 were issued as of January 27, 1997 and 7,830 were issued as of February 3,
1997. These 23,494 shares were issued pursuant to certain other contingencies
contained in the aforementioned Stock Purchase Agreements.
In addition to such 175,009 shares, the Company also placed in an escrow
reserve account 3,463,203 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 4, 1997
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