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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
_______
Lithium Technology Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
536808306
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(CUSIP Number)
John H. Chu, Esq., Chu, Ring & Hazel LLP,
253 Summer Street, Suite 102, Boston, MA 02210
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 12, 1998
-------------------------------------------------------------
(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 13-d1(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 PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interlink Management Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,892,857
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,892,857
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,892,857
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
35.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 pages
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 536808306 PAGE 3 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lithium Link LLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,892,857
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,892,857
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,892,857
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
35.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 6 pages
<PAGE>
Amendment No. 2 to Schedule 13D
Lithium Link LLC, a Delaware limited liability company ("Lithium Link"),
hereby amends and supplements its statement on Schedule 13D relating to the
common stock, par value $0.01 per share ("Common Stock"), of Lithium Technology
Corporation, a Delaware corporation (the "Issuer), originally filed with the
Commission on October 2, 1997, and amended by Amendment No. 1 to Schedule 13D
filed with the Commission on November 12, 1997. The Schedule 13D of Lithium
Link is hereinafter referred to as the "Statement".
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby supplemented as follows:
The aggregate amount of funds of Lithium Link used to purchase the securities
reported herein in Item 5 to this Amendment No. 2 to the Statement were $600,000
in addition to the $2,170,000 reported previously in the Statement (exclusive of
expenses). The source of funds used to purchase such securities of the Issuer on
behalf of Lithium Link was $600,000 of cash assets provided by capital
contributions of the members of Lithium Link.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby amended and supplemented as follows:
The response to Item 3 is incorporated herein by reference pursuant to Rule 13d-
3 of the Securities Exchange Act of 1934, as amended. Lithium Link purchased a
further $600,000 principal amount of the Notes on January 12, 1998, which is
convertible at the option of Lithium Link at any time after the Initial Closing
Date and prior to July 1, 2002 into 2,142,857 shares/1/ of Common Stock (subject
to adjustment under certain circumstances). Accordingly, each of Interlink and
Lithium Link was deemed to beneficially own such number of shares of Common
Stock upon the purchase of such Note, which together with the securities of the
Issuer previously purchased constituted approximately 35.1% of the 18,302,138
shares of Common Stock reported to be outstanding by the Issuer in its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1997 as
determined under Rule 13d-3 of the Securities and Exchange Commission. In the
event that the entire principal amount of $5.5 million of Notes contemplated by
the Note Purchase Agreement are purchased by Lithium Link, as described in Item
4, each of Interlink and Lithium Link would be deemed to beneficially own
19,642,857 shares of Common Stock, which would constitute approximately 51.7% of
the 18,302,138 shares of Common Stock reported to be outstanding by the Issuer
in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1997 as determined under Rule 13d-3 of the Securities and Exchange Commission.
The Issuer has the right to prepay the Notes in whole or in part
- -----------------------
/1/ Exclusive of shares of Common Stock issuable upon conversion of any accrued
interest on the Notes as described in Item 6 below.
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upon notice to Lithium Link once the entire principal amount of $5.5 million of
Notes has been purchased by Lithium Link.
The beneficial ownership by each of Interlink and Lithium Link of Common Stock
of the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
No. of Shares Deemed to be Percentage of Issued and
Reporting Entity Beneficially Owned Outstanding Shares
- ---------------- -------------------------- ------------------------
<S> <C> <C>
Interlink Management 9,892,857/2/ 35.1%
Corporation
Lithium Link LLC 9,892,857 35.1%
</TABLE>
/2/ The record ownership and economic interest in such shares is held by
Lithium Link. Interlink is the managing member of Lithium Link and,
therefore, may be deemed to have indirect beneficial ownership of, and
shared voting and dispositive power with respect to, such shares. Does not
include shares of Common Stock that may be acquired by the controlling
persons of Interlink pursuant to the exercise of warrants described in Item
5 of the Statement.
On October 30, 1997, Neil Bush, the Chairman of Interlink Management
Corporation, exercised warrants for 30,000 shares of Common Stock at a price of
$.14 per share, which warrants were originally issued in connection with a
bridge loan to the Company in July, 1997, as previously described in the
Statement.
Except as set forth above and as set forth in the Statement and this Amendment
No. 2, none of the Reporting Entities has effected any transactions in the
Common Stock during the past 60 days.
The number of shares beneficially owned and the percentage of outstanding shares
represented thereby, for each of the Reporting Persons and other entities, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
18,302,138 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Form 10-Q for the fiscal quarter ended September 30, 1997 and filed on
November 14, 1997.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certify that the information set forth in this
Statement is true, complete and correct.
Dated: January 15, 1998
INTERLINK MANAGEMENT CORPORATION
By:
- -------------------------------------------
Neil Bush
Chairman
LITHIUM LINK LLC
By: INTERLINK MANAGEMENT CORPORATION, Manager
By:
- ------------------------------------------
Neil Bush
Chairman
