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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 22, 1999
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 1. Change In Control of Registrant.
On January 22, 1999, Lithium Link, LLC ("Lithium Link") converted all
$5.5 million of the principal of the seven Senior Secured Convertible Term Notes
(the "Term Notes") issued to Lithium Link by Lithium Technology Corporation
("Company") and all unpaid and accrued interest then due under the Term Notes
into shares of the Company's common stock. The conversion of all principal and
such interest by Lithium Link may be deemed to constitute a change in control of
the Company. The Company issued 20,205,504 shares of the Company's common stock
as payment in full for the outstanding principal and accrued interest under the
Term Notes.
As of January 22, 1999, approximately 43,257,689 shares of the
Company's common stock, excluding shares underlying outstanding warrants and
options, were issued and outstanding of which approximately 50.5% is now owned
by Lithium Link comprised of the 20,205,504 share referral to above and
1,669,634 shares of the Company's common stock issued in December, 1998 in
payment of accrued interest. Such shares are beneficially owned by the
approximately 55 members of Lithium Link and it is the Company's understanding
that Lithium Link intends to distribute all such shares to its members. To the
Company's knowledge, Lithium Link obtained the $5.5 million principal from its
members in order the fund the purchase of the Term Notes in September, 1997. A
summary of the underlying transaction is incorporated by reference to the
Company's Form 8-K, filed with the United States Securities and Exchange
Commission on September 29, 1997.
To the Company's knowledge, Lithium Link did not obtain any loans or
make any pledges in order to acquire a controlling interest in the Company.
There were no arrangements or understandings between the Company and Lithium
Link with respect to the election of directors other than the contractual right
of Lithium Link to designate one individual for election to the Company's Board
of Directors.
This description of the transaction is qualified by reference to the
exhibits attached to the Company's Form 8-K, filed with the United States
Securities and Exchange Commission on September 29, 1997.
Exhibits:
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LITHIUM TECHNOLOGY CORPORATION
By: /s/ David J. Cade
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David J. Cade
President and Chief Operating
Officer
Date: February 5, 1999
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