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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. 3)*
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)
January 24, 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
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald C. Taylor
Social Security Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[]
(b)[]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 432,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 320,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 432,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
752,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.43%
14 TYPE OF REPORTING PERSON
IN
*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 3 Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented to add the following:
On January 24, 1997, Group III Capital Ventures, Inc. transferred an
aggregate of 672,927 shares of Common Stock in a private transaction to persons
in satisfaction of certain obligations of Group III Capital Ventures, Inc. to
such persons (collectively, the "Transferees"). Mr. Taylor and an entity
affiliated with Mr. Taylor, Taylor First Family Limited Partnership (the
"Partnership"), were each Transferees and each received 192,500 shares of Common
Stock from Group III Capital Ventures, Inc.
Item 4 Purpose of Transaction.
Item 4 is hereby amended and supplemented to add the following:
As described in Item 3, on January 24, 1997, Group III Capital
Ventures, Inc. transferred an aggregate of 672,927 shares of Common
Stock to the Transferees, including 192,500 shares of Common Stock to
Mr. Taylor and 192,500 shares of Common Stock to the Partnership, in
satisfaction of certain obligations of Group III Capital Ventures, Inc.
to the Transferees.
(a) Mr. Taylor 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 transactions, on the open
market or otherwise, or from time to time purchase additional shares of
common stock of the Issuer.
(b)-(j) Mr. Taylor has no 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) The table below sets forth the aggregate number of shares and
percentage of Common Stock beneficially owned by Mr. Taylor.
The information herein pertaining to the Issuer's issued and
outstanding Common Stock is as of January 31, 1997, at which
time there were issued and outstanding 17,000,510 shares of
the Issuer's Common Stock.
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<TABLE>
<CAPTION>
Title of Aggregate Amount of Percentage
Class Beneficial Ownership of Class
<S> <C> <C>
Common Stock 752,500(1) 4.43%
</TABLE>
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(1) Includes 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. Also
includes 192,500 shares of Common Stock owned by the
Partnership and 240,000 shares of Common Stock owned directly
by Mr. Taylor.
(b) The number of shares as to which Mr. Taylor 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. Mr. Taylor has sole voting power with
respect to 432,500 shares of Common Stock beneficially owned.
(ii) Shared Voting Power. Mr. Taylor has shared voting power
with respect to 320,000 shares of Common Stock beneficially
owned which shares relate to the vested portion of the Warrant
owned by Group III Capital, Inc.
(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.
(iv) Shared Dispositive Power. Mr. Taylor has shared
dispositive power with respect to 320,000 shares of Common
Stock beneficially owned which shares relate to the vested
portion of the Warrant owned by Group III Capital, Inc.
(c) As described in Item 3, on January 24, 1997, Group III Capital
Ventures, Inc. transferred an aggregate of 672,927 shares of
Common Stock to the Transferees, including 192,500 shares of
Common Stock to Mr. Taylor and 192,500 shares of Common Stock
to the Partnership, in satisfaction of certain obligations of
Group III Capital Ventures, Inc. to the Transferees.
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On January 29, 1997, Mr. Taylor sold 2,500 shares of Common
Stock in the open market at a price of $1.8750 per share.
(d) Not applicable.
(e) January 24, 1997.
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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: February 18, 1997 /s/ Donald C. Taylor
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