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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): October 6, 1999
LITHIUM TECHNOLOGY CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 1-10446 13-3411148
State or Other Jurisdiction Commission IRS Employer
of Incorporation or Organization File Number Identification No.
5115 Campus Drive, Plymouth Meeting, PA 19462
Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (610) 940-6090
Former name or former address, if changed since last report
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Item 5. Other Events.
On October 6, 1999, the Company and Pacific Lithium Limited ("PLL") of Auckland,
New Zealand announced that they had signed a Memorandum of Agreement to merge
their respective lithium battery technologies and operations, and ultimately
form a new U.S. corporation. The transaction will require the approval of
shareholders of both companies.
PLL is an unlisted New Zealand public company with more than 600 shareholders
and access to sources of capital in New Zealand, Australia, Japan, Singapore and
the U.S. It has an exclusive licensing arrangement with the Massachusetts
Institute of Technology (MIT) to commercialize their proprietary electrode and
electrolyte polymers. PLL is a significant supplier of high quality
battery-specific lithium carbonate to Japanese cathode and electrolyte
suppliers.
The Company believes that new combined entity will have a unique position in the
lithium polymer battery market, providing a proprietary vertical integration
capability that would range from ultra high grade lithium carbonate and
lithiated manganese cathode materials to reinforced composite battery
structures, with low cost, high yield thin film manufacturing processes. The
Company believes that this combination of technologies, capabilities and people
will enable the new company to become the low cost provider of high quality and
high performance lithium polymer batteries. Targeted end user applications
include the portable electronics market, particularly notebook computers and
PDAs, as well as the rapidly emerging Hybrid Electric Vehicle (HEV) market.
Under the terms of the transaction, the Company's technology, assets and
operations would be transferred to PLL in exchange for the issuance to the
Company of 3 million shares of PLL Class B common stock (which will constitute
approximately 15% of PLL's outstanding shares after the transaction) and
warrants to purchase 1.5 million additional shares of PLL stock at $2.50 U.S.
per share. The current asking price for sales of PLL stock is U.S. $2.50 per
share. During the first half of 1999 PLL raised U.S. $5 million through the
sales of PLL common stock at U.S. $2.25 per share. As additional
consideration, PLL will assume responsibility for all of LTC's operating cash
requirements. Beginning in October 1999 and until shareholder approval, PLL will
provide continuing working capital for the Company. Following shareholder
approval, and up to the time of the Ilion IPO described below, the Company's
capital equipment and operating cash flow requirements will be an integral part
of PLL's capital raising program.
Once the transaction is complete, the Company would become a holding company
whose sole assets would be the shares and warrants of PLL issued in the
merger. PLL intends to reincorporate in the U.S. as a private company named
Ilion Technology Corporation and consummate an IPO and NASDAQ listing of Ilion.
The Company's stock would continue to be traded in the OTC market until the
Ilion IPO.
The consummation of the transaction is contingent upon certain closing
conditions being met by the parties including the execution of definitive
agreements, obtainment of applicable regulatory approvals, and the approval of
the transaction and a definitive agreement by the shareholders and directors of
the Company and PLL. The Company expects the transaction to be closed during the
first quarter of 2000, assuming the closing conditions have been met.
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If the merger is not consummated for any reason (except the default of PLL) any
advances from PLL to the Company will be converted into Company common stock at
U.S. $0.10 per share, PLL will be issued warrants to purchase 7.5 million
shares of Company common stock exercisable at U.S. $0.15 per share, the Company
will grant PLL a non-exclusive world wide license to use the Company's thin
film technology and manufacturing methods and PLL will have a first option to
purchase the Company's technologies and processes at market value if the
Company sells, goes into receivership, liquidation or the like.
PLL intends to appoint Mr. David Cade, the Company's President and Chief
Operating Officer as Chief Operating Officer of the combined companies upon the
completion of the transaction and Chief Executive Officer upon completion of
the IPO. Dr. George Ferment, the Company's Executive Vice President of
Operations and Chief Technical Officer, will assume a commensurate role in the
=new organization.
Item 7. Exhibits.
99.1 Press Release, dated October 6, 1999.
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
David J. Cade
President and Chief Operating Officer
Date: October 12, 1999
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EXHIBIT 99.1
LITHIUM TECHNOLOGY CORPORATION
AND PACIFIC LITHIUM LIMITED ANNOUNCE IMPENDING MERGER
PLYMOUTH MEETING, PENNSYLVANIA, OCTOBER 6, 1999 - Lithium Technology Corporation
("LTC", the "Company") (OTC Bulletin Board LITH) and Pacific Lithium Limited
("PLL") of Auckland, New Zealand announced today that they had signed a
Memorandum of Agreement (MOA) to merge their respective lithium battery
technologies and operations, and ultimately form a new U.S. corporation. The
transaction will require the approval of shareholders of both companies.
The new combined entity would have a unique position in the lithium polymer
battery market, providing a proprietary vertical integration capability that
would range from ultra high grade lithium carbonate and lithiated manganese
cathode materials to reinforced composite battery structures, with low cost,
high yield thin film manufacturing processes. This combination of technologies,
capabilities and people will enable the new company to become the low cost
provider of high quality and high performance lithium polymer batteries.
Targeted end user applications include the portable electronics market,
particularly notebook computers and PDAs, as well as the rapidly emerging Hybrid
Electric Vehicle (HEV) market.
Upon shareholder approval, LTC's technology, assets and operations would be
transferred to PLL, which would reincorporate in the U.S. as a private company
name Ilion Technology Corporation. Ilion plans to consummate an IPO and NASDAQ
listing. Once the merger is complete, LTC would become a "shell" holding company
whose sole assets would be the shares and warrants of PLL issued in the merger.
LTC's stock would continue to be traded in the OTC market until the IPO.
Under the terms of the merger, LTC will be issued 3 million shares of PLL stock
(which will constitute approximately 15% of PLL's outstanding shares) and
warrants to purchase 1.5 million additional shares of PLL stock. PLL will also
assume responsibility for all of LTC's operating cash requirements. Beginning in
October 1999 and until shareholder approval, PLL will provide continuing working
capital for LTC . Following shareholder approval, and up to the time of the IPO,
LTC's capital equipment and operating cash flow requirements will be an integral
part of PLL's capital raising program. If the merger is not consummated for any
reason (except the default of PLL), any cash advances from PLL to LTC will be
converted into LTC common Stock, warrants and certain licensing and other
arrangements. Mr. David Cade, LTC's President and Chief Operating Officer and
Dr. George Ferment, LTC's Executive Vice President of Operations and Chief
Technical Officer, will assume commensurate roles in the new organization.
In commencing on the merger, Mr. Robin Johannink, PLL's Managing Director said:
"PLL conducted an extensive worldwide campaign to find the best lithium polymer
battery technology which would enable PLL to develop its `materials to battery'
integration capabilities and thus move up the `battery value chain' from our
present advanced materials position. The merger with LTC gives us an entirely
new dimension in being able to meet the total needs of our customers." LTC's
President David Cade said: "We are very excited about the expanded market reach
and time-to-market capability which this merger will bring about for LTC as part
of the new company. This alliance is a major step forward in LTC's worldwide
search for ideal strategic partners." LTC's EVP of Operations, Dr. George
Ferment, added: "The combination of PLL's advanced lithium materials
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technology and LTC's proven cell manufacturing processes will give us a powerful
technology and cost advantage in the marketplace."
PLL is an unlisted New Zealand public company with more than 600 shareholders
and access to sources of capital in New Zealand, Australia, Japan, Singapore and
the U.S. It has an exclusive licensing arrangement with the Massachusetts
Institute of Technology (MIT) to commercialize their proprietary electrode and
electrolyte polymers. PLL is already a significant supplier of high quality
battery-specific lithium carbonate to Japanese cathode and electrolyte
suppliers. Furthermore PLL has developed and is sampling customers with a series
of patented high temperature, stable, layered manganese cathode materials which
will be ideally suited for both the HEV and portable applications markets. PLL's
plant to commercially produce these materials will be commissioned in December
1999.
Lithium Technology Corporation is in the late stages of developing and seeking
to commercialize a new generation of high performance, solid state rechargeable
lithium ion polymer batteries for portable electronics devices and other
applications such as HEVs. LTC's pilot line production operations are regularly
producing three generic sizes of thin flat cells, including a large 9 Ah cell
(4"x8"x1/4"). The Company's patented and proprietary technology uses high
performance fibers in composite battery structure and low cost continuous flow
fiber web coating and handling processes for manufacturing. These new batteries
represent a significant benefit to the end-user in terms of longer run times and
thinner, flatter, lighter-weight form factors.
The foregoing information contains forward-looking statements which involve
risks and uncertainties relating to such matters as financial performance,
technology development, capital raising, business prospects, strategic
partnering and similar matters. A variety of factors could cause LTC's actual
results and experience to differ materially from anticipated results or other
expectations expressed in these forward-looking statements.
CONTACT (USA): CONTACT (NZ):
David J. Cade Robin T. Johannink
President Managing Director
Lithium Technology Corporation Pacific Lithium Limited
Phone: (610) 940-6090 Ext. 113 Phone: 011-64-9-309-5221
Fax: (610) 940-6091 Fax: 011-64-9-307-1749
E-mail: [email protected] E-mail: [email protected]
ADVANCED SOLID STATE BATTERIES FOR TODAY AND TOMORROW(SM)
