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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. 5)*
Lithium Technology Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
53680806
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(CUSIP Number)
Donald C. Taylor
475 Park Avenue South
Suite 3300
New York, New York 10016
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1997
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(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 OF ORGANIZATION
USA
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7 SOLE VOTING POWER
140,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,892,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 140,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,892,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,500
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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)
9.62%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
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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
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 OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,892,500
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,892,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,892,500
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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)
8.96%
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14 TYPE OF REPORTING PERSON*
CO
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*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.
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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 192,500 shares of Common Stock and also holds a Warrant
to purchase 2,800,000 shares of Common Stock (the "Warrant"). The
Warrant has been amended to reflect certain adjustments due to Company
events that triggered, among other things, certain anti-dilution
provisions set forth in the Warrant. The Warrant has vested with respect
to 1,700,000 shares of Common Stock.
Item 4 Purpose of Transaction.
Item 4 is hereby amended and supplemented to add the following:
As described in Item 3, Group III holds 192,500 shares of Common Stock
and also holds a Warrant to purchase 2,800,000 shares of Common Stock.
The Warrant has vested with respect to 1,700,000 shares of Common Stock.
(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
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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) 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 2,032,500 shares of Common Stock
constituting 9.62% of the outstanding shares. The shares beneficially
owned by Mr. Taylor include (i) 1,700,000 shares of Common Stock
issuable upon exercise of the vested portion of the Warrant, (ii)
192,500 shares of Common Stock owned directly by Group III, (iii) 92,500
shares of Common Stock owned by the Taylor First Family Limited
Partnership, and (iv) 47,500 shares of Common Stock owned directly by
Mr. Taylor.
Group III beneficially owns 1,892,500 shares of Common Stock
constituting 8.96% of the outstanding shares. The shares beneficially
owned by Group III consist of 192,500 shares of Common Stock owned
directly by Group III and 1,700,000 shares of Common Stock issuable upon
exercise of the vested portion of the Warrant.
The information herein pertaining to the Issuer's issued and outstanding
Common Stock is as of December 31, 1997 at which time there were issued
and outstanding 19,419,958 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 140,000 shares of Common Stock beneficially owned.
(ii) Shared Voting Power. Mr. Taylor and Group III have shared voting
power with respect to 1,892,500 shares of Common Stock beneficially
owned which shares relate to the 192,500 shares owned by Group III and
the portions of the Warrant owned by Group III which have vested to
date.
(iii) Sole Dispositive Power. Mr. Taylor has sole power to dispose or to
direct the disposition with respect to 140,000 shares of Common Stock
beneficially owned.
(iv) Shared Dispositive Power. Mr. Taylor and Group III have shared
dispositive power with respect to 1,892,500 shares of Common Stock
beneficially owned which shares relate to the
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192,500 shares owned by Group III and the portions of the Warrant owned
by Group III which have vested to date.
(c) As described in Item 3 the Warrant held by Group III to purchase
2,800,000 shares of common stock has vested with respect to 1,700,000
shares of common stock.
On June 26, 1997, Mr. Taylor transferred 192,500 shares of Common Stock
to Group III. On October 24, 1997 the Taylor First Family Limited
Partnership (the "FLP") transferred 26,000 shares of Common Stock, in
payment of debts, at a price of $1.11 per share. On November 21, 1997,
the FLP sold 16,000 shares of Common Stock in the open market at a price
of $1.24 per share. On December 12, 1997, the FLP sold 15,000 shares of
Common Stock in the open market at a price of $1.14 per share and sold
13,000 shares of Common Stock in the open market at a price of $0.99 per
share. On December 22, 1997, the FLP sold 10,000 shares of Common Stock
in the open market at a price of $1.00 per share. On December 31, 1997,
the FLP sold 20,000 shares of Common Stock in the open market at a price
of $0.99 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: February 24, 1998 /s/ Donald C. Taylor
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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: February 24, 1998 GROUP III CAPITAL, INC.
By:/s/ Donald C. Taylor
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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
February 24, 1998.
GROUP III CAPITAL, INC.
By: /s/ Donald C. Taylor
---------------------------------
Donald C. Taylor
President
/s/ Donald C. Taylor
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Donald C. Taylor
