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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
LITHIUM TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, PA 19462
To our Stockholders:
The Board of Directors has approved, and is requesting your approval of
an amendment to the Company's certificate of incorporation increasing the
number of authorized shares of Company common stock. The Company's Certificate
of Incorporation currently authorizes the issuance of 50,000,000 shares of
common stock to 125,000,000. The Company needs to increase the number of
authorized shares of common stock in order to have an adequate reserve of
common stock available for issuance upon exercise of outstanding options and
warrants and conversion of convertible notes relating to the bridge financing
provided by Pacific Lithium Limited.
The Board of Directors unanimously recommends that the stockholders
approve the proposed amendment, which is more fully described in the
accompanying materials. Toward that end, the Board asks that you complete, sign
and return the enclosed consent form by June 15, 2000. Your consent is
important, since approval of the amendment requires the execution of written
consents on behalf of the holders of a majority of the outstanding shares of
common stock. As a result, if you do not return a properly completed and signed
consent, you will effectively be voting against the amendment.
The consent that the Board of Directors is soliciting will allow the
Company to proceed with the proposed amendment of the certificate of
incorporation without the necessity of convening a special meeting of
stockholders.
Please take a moment to review the materials and to complete, sign and
return your consent.
Very truly yours,
/s/ David J. Cade
David J. Cade
Chairman of the Board
and Chief Executive Officer
May 2, 2000
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Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, PA 19462
Consent Solicitation
May 2, 2000
This consent solicitation contains important information relating to a
proposed amendment to the certificate of incorporation of Lithium Technology
Corporation to increase its authorized common stock from 50,000,000 to
125,000,000 shares. The Board of Directors is recommending approval of the
amendment.
The following pages include information on:
* the proposed amendment to the certificate of incorporation (questions
1 to 3);
* procedures for the consent solicitation (questions 4 to 11);
* the merger and bridge financing with Pacific Lithium Limited
(questions 12 to 16); and
* current stock ownership and other matters relating to the Company
(questions 17 and 18).
This consent solicitation was first mailed to stockholders on or about May
3, 2000. Stockholders are requested to return their consent forms by June 15,
2000.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
1. What is the proposed amendment to the Certificate of Incorporation?
The Company's certificate of incorporation currently authorizes the
issuance of a total of 50,100,000 shares, composed of 50,000,000 shares of
common stock, par value $0.01 per share, and 100,000 shares of preferred stock,
par value $0.01 per share. The proposed amendment will increase the total number
of authorized shares to 125,100,000, and the number of shares of common stock
authorized to 125,000,000. The amendment will modify the first paragraph of
Article FOURTH of the certificate of incorporation to read as follows:
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 125,100,000 shares, composed of 125,000,000
shares of common stock, par value $0.01 per share ("Common Stock"), and
100,000 shares of preferred stock, par value $0.01 per share ("Preferred
Stock").
Each of the newly authorized shares of common stock will have the same
rights and privileges as currently authorized common stock. The new shares, like
the currently authorized shares, will not have preemptive rights. The amendment
will not change the par value of the common stock.
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The amendment will not change the currently authorized number of shares of
preferred stock, which will remain set at 100,000. No shares of preferred stock
are outstanding.
2. Why is the amendment necessary?
The Company's Certificate of Incorporation currently authorizes the
issuance of 50,000,000 shares of common stock. The Company needs to increase the
number of authorized shares of common stock in order to have an adequate reserve
of common stock available for issuance upon exercise of outstanding options and
warrants and conversion of convertible notes relating to the bridge financing
provided by Pacific Lithium Limited (which are only convertible in the event of
a default or if the merger contemplated between the Company and Pacific Lithium
Limited does not close by February 28, 2002 or is not approved by the Company's
stockholders by June 30, 2000 or such later date agreed to by Pacific Lithium
Limited).
On January 19, 2000, the Company and Pacific Lithium Limited signed an
Agreement and Plan of Merger to merge their respective companies. Until the
closing of the merger, Pacific Lithium Limited has agreed to advance working
capital to the Company pursuant to the terms of a bridge loan financing
agreement described in more detail below. For a more detailed description of the
pending merger between the Company and Pacific Lithium Limited, see Questions
12-13 below. For the background of the bridge financing with Pacific Lithium
Limited including the factors considered in connection with the establishment of
the conversion price of the convertible notes, see Question 15 below. The
Company's stockholders are not being asked to approve the merger at this time --
a separate proxy statement will be mailed with complete information on the
merger. This consent solicitation solely relates to an increase in the
authorized number of shares of common stock.
Pursuant to the terms of a bridge loan financing agreement dated as of
November 29, 1999, Pacific Lithium Limited has agreed to advance working capital
to the Company until the closing of the merger. Pacific Lithium Limited has
advanced a total of $1,350,000 through April 1, 2000 and has agreed to advance
to the Company funds required by the Company for ongoing employee, operating and
administrative expenses, excluding capital expenses, until the closing of the
merger. The Company estimates that approximately $200,000 per month until
December 2000, and approximately $250,000 per month thereafter will be required
by the Company for working capital. Under the agreements with Pacific Lithium
Limited, the Company will offset a portion of the funds received by the Company
upon the exercise of options and warrants against the funding otherwise required
to be advanced by Pacific Lithium Limited under the bridge loan financing
agreement.
The consummation of the merger is contingent upon certain closing
conditions being met by the parties including the approval of the merger by the
stockholders of the Company and Pacific Lithium Limited and the consummation of
an initial public offering in the United States by Pacific Lithium Limited,
which is targeted for the second half of 2000 subject to market and other
conditions. The closing of the merger must occur prior to February 28, 2002 or
the parties may terminate the merger agreement. If the merger does not close
until February 2002 a total of approximately $5,100,000 will be required by the
Company for working capital from May 2000 until February 2002. See Question 13
below for more details regarding the timing of the closing and the initial
public offering.
If the merger is not completed for any reason then any advances from
Pacific Lithium Limited to the Company under the bridge loan financing
agreement will be converted into the Company's common stock at $0.10 per share,
and except in the event of a Pacific Lithium Limited default under the merger
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agreement Pacific Lithium Limited will be issued three year warrants to purchase
7,500,000 shares of Company common stock exercisable at $0.15 per share.
Pacific Lithium Limited also has certain license and security rights with
respect to the Company's assets.
Pending the amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock, the notes issued in
connection with the bridge financing agreement will be convertible into shares
of preferred stock having the economic and voting equivalent of the common
stock.
At April 1, 2000, the Company had outstanding: (i) 49,990,835 shares of
common stock, (ii) options to purchase 3,753,991 shares of common stock at
exercise prices ranging from $.25 to $.90 (all of which are currently
exercisable), (iii) warrants to purchase 4,590,049 shares of common stock at an
exercise price of $.15 per share (all of which are currently exercisable) and
(iv) $1,350,000 of convertible notes convertible into 13,500,000 shares of
Common Stock at a conversion price of at $.10 per share, held by Pacific
Lithium Limited (which are only convertible in the event of a default or if the
merger does not close by February 28, 2002 or is not approved by the Company's
stockholders by June 30, 2000 or such later date agreed to by Pacific Lithium
Limited). The Company may issue up to approximately $5,100,000 of additional
notes to Pacific Lithium Limited from April 2000 until February 2002 if the
merger is not closed until February 2002. These notes would be convertible into
51,000,000 shares of Company stock at a conversion price of $.10 per share. The
Company may also issue to Pacific Lithium Limited warrants to purchase
7,500,000 shares of Company common stock exercisable at $0.15 per share if the
merger is not completed for any reason (other than the default of Pacific
Lithium Limited). The notes will not be converted into Company common stock and
the warrants will not be issued if the merger is closed.
All of the outstanding options are held by employees or directors of the
Company and were issued under the Company's stock option plans as incentive
compensation. The outstanding warrants were issued to consultants as additional
compensation pursuant to the terms of consulting agreements with the Company and
in connection with certain financing and strategic alliance arrangements.
3. How will the additional authorized common stock be used?
After the amendment, assuming conversion of all of the currently
outstanding options, warrants and $6,450,000 of Convertible Notes as described
in Question 2 (which will only occur if the merger is not closed or is not
approved by the Company's stockholders by June 30, 2000 or such later date
agreed to by Pacific Lithium Limited), the Company will have approximately
123,000,000 outstanding shares of common stock outstanding. Pending the
completion of the merger the Company may not issue any additional shares of
common stock, options or warrants without the consent of Pacific Lithium
Limited. In the event that the merger is not consummated, the Company may need
to issue shares of common stock in a financing transaction with a third party
other than Pacific Lithium Limited. In addition, in the event the merger is
delayed or not consummated the Company may need to issue options to employees as
incentive compensation under the Company's stock plans. The newly authorized
common stock will be available for issuance without further action by
stockholders except as required by law. Current stockholders do not have
preemptive rights, which means they do not have the right to purchase any new
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issuance of common stock in order to maintain their proportionate interests in
the Company.
The Company has no current plan or commitment to issue shares of stock for
purposes other than those discussed above.
The additional authorized shares could be used to discourage persons from
attempting to gain control of the Company, by diluting the voting power of
shares then outstanding or increasing the voting power of persons who would
support the Board in opposing a takeover bid or a solicitation in opposition to
management. Except as contemplated by the pending merger transaction with
Pacific Lithium Limited, the Company is not currently aware of any effort to
obtain control of the Company, and has no plans to use the new shares for
purposes of discouraging any such effort.
THE CONSENT SOLICITATION
4. Who is being asked to approve the amendment?
Only stockholders of record at the close of business on May 1, 2000 are
entitled to execute and deliver consents with respect to the proposed amendment.
On that date, there were 49,990,835 shares of Company common stock outstanding.
Each share is entitled to one consent.
5. What level of approval is required for the amendment?
Approval of the amendment will require the execution and delivery to the
Company of written consents on behalf of the holders of an absolute majority of
the issued and outstanding shares of the Company's common stock.
6. What are the consequences to the Company if the amendment is not approved?
If the amendment is not approved in connection with this consent
solicitation the Company may resolicit the approval of the stockholders in
connection with the meeting of the Company's stockholders to be held to approve
the merger with Pacific Lithium Limited. If the amendment is not approved now or
at the special meeting of stockholders, in the event the merger does not close
or in the event of a default the bridge notes would be convertible into shares
of Company preferred stock having the economic and voting equivalent of Company
common stock. In addition, if the amendment is not approved but the merger is
consummated, the Company would treat the holders of outstanding options and
warrants who pay the exercise price of such options and warrants as holders of
Company common stock which would be converted into shares of Pacific Lithium
Limited at the time of the merger.
7. How do I consent to the amendment?
You may consent to the proposed amendment with respect to your shares by
completing and signing the enclosed consent form and returning it to the Company
on or before the final consent date (as described under question 8 below).
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If your shares are held in "street name," your broker or nominee may
authorize consent on your behalf if you do not direct your broker or nominee not
to do so.
Please note that not returning your consent or abstaining from the vote has
the same impact as disapproving the amendment, since approval of the amendment
requires written consent on behalf of the holders of an absolute majority of the
common stock outstanding and entitled to vote, rather than simply a majority of
those who actually execute and deliver consents.
8. What is the deadline for delivering my consent?
The Board of Directors has set June 15, 2000 as the targeted final date for
receipt of consents. If the Company has received consents on behalf of the
holders of a majority of the Company's common stock by that date, the consent
solicitation will expire, and the Company will proceed with the amendment of the
certificate of incorporation.
The Board of Directors has reserved the right to extend the final date for
receipt of consents beyond June 15, 2000 in the event that the requisite
majority approval has not been obtained by that date. Any such extension may be
made without notice to individual stockholders.
9. Is my consent irrevocable?
No. Even after you have submitted your consent form, you may file with the
Secretary of the Company a notice of revocation or a subsequently dated consent
form at any time before the final consent date.
10. What is the recommendation of the Board of Directors?
The Board of Directors has unanimously approved the amendment of the
certificate of incorporation and believes that the amendment is in the best
interest of the Company and its stockholders. Accordingly, the Board unanimously
recommends that stockholders consent to the amendment.
11. How are costs of this solicitation being borne?
All of the costs of this consent solicitation will be paid by the Company.
Officers and regular employees of the Company may, but without compensation
other than their regular compensation, solicit consents. Also, Georgeson
Shareholder Communications, Inc. may solicit proxies at an approximate cost of
$8,000-$12,000 plus reasonable expenses. Such solicitations may be made
personally, or by mail, facsimile, telephone, telegraph, messenger, or via the
internet. The Company will, upon request, reimburse brokerage firms and others
for their reasonable expenses in forwarding solicitation material to the
beneficial owners of stock.
THE MERGER AND BRIDGE FINANCING WITH PACIFIC LITHIUM LIMITED
12. What are the general terms of the pending merger with Pacific Lithium
Limited?
On January 19, 2000, the Company and Pacific Lithium Limited of Auckland,
New Zealand signed an Agreement and Plan of Merger to merge their respective
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companies. Pacific Lithium Limited is an unlisted New Zealand private company
with more than 600 shareholders. The merger will require the approval of the
stockholders of the Company and Pacific Lithium Limited.
Prior to the merger Pacific Lithium Limited will domesticate into the U.S.
and become a Delaware corporation pursuant to the provisions of Section 388 of
the Delaware Corporation Law, change its name to Ilion Technology Corporation
and consummate an initial public offering in the United States and NASDAQ
listing of Ilion.
In the merger, the Company will merge into Ilion and the Company's
stockholders will receive a total of 3.5 million shares of Ilion common stock in
exchange for all of the outstanding Company shares.
Company stockholders may obtain more detailed information about the merger
in the Company's reports filed with the Securities and Exchange Commission
available as described in Question 18. In addition, detailed information will be
sent to all Company stockholders prior to the stockholder's meeting as discussed
in Question 13. This consent solicitation solely relates to an increase in the
authorized number or shares of common stock -- Company stockholders are not
being asked to approve the merger at this time.
13. When is the merger expected to be completed?
The consummation of the merger is contingent upon certain closing
conditions being met by the parties including the approval of the merger by the
stockholders of the Company and Pacific Lithium Limited and the closing of the
Ilion initial public offering.
The Company will hold a meeting of the stockholders to consider and approve
the merger and prior to the meeting the Company and Pacific Lithium Limited will
mail a proxy statement and prospectus to all of the Company stockholders with
complete information on the merger, Pacific Lithium Limited and the securities
to be received by the Company stockholders in the merger. The closing of the
merger will occur contemporaneously with the Ilion initial public offering,
assuming the remaining closing conditions have been met.
Pursuant to an extension agreement entered into on March 31, 2000, the
Company is required to obtain the approval of the merger by the Company
stockholders by June 30, 2000, unless such date is further extended by the
Company and Pacific Lithium Limited. The Company and Pacific Lithium Limited
currently have targeted a closing to occur within 90 days of the Company
stockholder meeting. If the expected consummation date for the Ilion initial
public offering is after September 30, 2000, the Company and Pacific Lithium
Limited intend to change the date of the Company stockholder meeting date so
that the closing date will not be more than 90 days after the Company
stockholder meeting date. While the Company and Pacific Lithium Limited
currently contemplate a June 30, 2000 stockholder meeting date and a closing
date by September 30, 2000, the meeting and the closing dates may occur on later
dates, but in no event may the closing date be beyond February 28, 2002.
Prior to the meeting, the Company will mail a proxy statement to all of the
Company stockholders with complete information on the merger, Pacific Lithium
Limited and the securities to be received by the Company stockholders in the
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merger. The Company's stockholders will be given an opportunity at such time to
approve the proposed merger prior to its consummation. Assuming the Company
stockholders approve the merger, the closing of the merger will occur once all
of the remaining closing conditions are satisfied, including the consummation of
the Ilion initial public offering.
14. What percentage ownership of the Company will Pacific Lithium Limited own
if there is a default under the bridge financing agreement or the merger is
not closed?
The percentage ownership of the Company that Pacific Lithium Limited will
own if there is a default under the bridge financing agreement or in the event
the merger is not closed will depend on the amount of funds advanced by Pacific
Lithium Limited to the Company. If Pacific Lithium Limited advances another
$5,100,000 in addition to the $1,350,000 advanced through April 1, 2000 (as
described in Question 2), and the notes were converted, Pacific Lithium Limited
would own approximately 64,500,000 shares of Company common stock which would
represent approximately 53% of the Company's outstanding common stock on a fully
diluted basis. If the merger is completed the notes will not be converted into
Company common stock and no warrants will be issued to Pacific Lithium Limited.
The bridge financing agreement does not contain a maximum of the amount of
funding that may be advanced under the bridge financing agreement. Accordingly,
there is no maximum number of notes that may be issued to Pacific Lithium
Limited. The amount of the notes will be related to the working capital
requirements of the Company and the length of time until the merger is
completed.
15. Why did the Company enter into the bridge financing?
Since its inception, the Company has required and continues to require
substantial capital to fund development and production objectives and ongoing
operations. During the first quarter of 1999, the Company was seeking to raise
$4,000,000 through the private placement of redeemable convertible preferred
stock. The Company received no commitments for the preferred stock. The Company
had cash of $153,000 at June 30, 1999 which in the absence of new capital was
only sufficient to meet the Company's operating needs through July 1999. At that
time the Company developed and implemented strategies to minimize expenses and
conserve cash. Thereafter, the Company completed a $450,000 private placement of
4,500,000 restricted shares of common stock in July and August 1999 at $.10 per
share which funds were expected to provide working capital only until
approximately mid-October 1999. After numerous discussion with prospective
investors, it was determined that a $.10 per share price would be necessary to
raise any funds in this private placement.
In addition to seeking to raise equity for its operations and growth,
during 1999, the Company explored numerous strategic alternatives as a method to
meet its business and financial needs. These strategic initiatives included
discussions with, and specific proposals to, third parties regarding joint
venture arrangements and the potential sale of the Company. No party other than
Pacific Lithium Limited presented an arrangement to meet the financial and
operational needs of the Company. The Company determined it was in the best
interest of the Company and its stockholders to enter into a Memorandum of
Agreement with Pacific Lithium Limited on September 29, 1999.
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The Memorandum of Agreement provided for the Company and Pacific Lithium
Limited to merge their respective lithium battery technologies and operations
and ultimately form a new U.S. corporation. The Memorandum of Agreement also
provided that beginning in October 1999 Pacific Lithium Limited would provide
working capital to the Company. The Memorandum of Agreement further provided
that if the merger was not consummated for any reason any advances from Pacific
Lithium Limited to the Company would be converted into Company common stock at
$.10 per share, the price of the July and August 1999 private placement of
restricted shares of common stock. The closing bid of the Company's common stock
on September 28, 1999 was $0.26 per share.
The Board considered a number of factors in connection with its approval of
the conversion price of $.10 per share of the notes including:
o the fact that, despite management's best efforts, the Company
continued to face significant short and long-term liquidity needs
which were impeding the Company's ability to meet its strategic
objectives;
o the agreement of Pacific Lithium Limited to provide working capital in
excess of $1.1 million until the completion of the merger; and
o the fact that the Company had not been able to raise any equity for
its operations and growth during 1999 except for $450,000 in the July
and August 1999 private placement (at $.10 per share) and no party
other than Pacific Lithium Limited presented an arrangement to meet
the financial and operational needs of the Company where Company
shares would be valued in excess of $.10 per share.
Pacific Lithium Limited has advanced the following funds to the Company as
of April 1, 2000: (1) $225,000 on October 1, 1999, $250,000 on November 1, 1999,
$250,000 on December 1, 1999, $250,000 on January 1, 2000 and $250,000 on April
1, 2000, to cover operating expenses and professional fees and expenses and (2)
$93,400 in December 1999 and $31,600 in February 2000 to enable the Company to
purchase a packaging machine.
Subsequent to the execution of the Memorandum of Agreement, the parties
negotiated the terms of, and signed, the definitive bridge loan agreement, the
merger agreement and the related agreements. See Question 12 above for a general
description of the merger.
16. Are stockholders being asked to approve the merger or bridge loan at this
time?
No. The Company's stockholders are not being asked to approve the merger at
this time. The Company anticipates holding a meeting of the stockholders to vote
on the merger by June 30, 2000 (or such later date agreed to by Pacific Lithium
Limited). Prior to the meeting, the Company will mail a proxy statement to all
the Company's stockholders with complete information on the merger, Pacific
Lithium Limited and the securities to be received by the Company's stockholders
in the merger. The Company's stockholders are not required to approve the bridge
loan agreement. This consent solicitation solely relates to an increase in the
authorized number of shares of common stock and approval of the amendment will
not be deemed to be a ratification of the transactions entered into by the
Company that require additional shares to be authorized.
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ADDITIONAL INFORMATION
17. What is the Stock Ownership?
The following table gives information about the ownership of Company common
stock as of April 1, 2000 by the directors, the chief executive officer, the
four most highly compensated other executive officers and the executive officers
and directors as a group and beneficial owners of more than 5% of the Company's
common stock. Although Pacific Lithium Limited owned notes convertible into
13,500,000 shares of common stock as of April 1, 2000 they are not included in
the following beneficial ownership table because the notes are not currently
convertible and will not be convertible unless and until there is an event of
default or the merger is not consummated as described herein.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner(1) Beneficially Owned(2) Percent of Class(2)
- ---------------------------------------- --------------------- -------------------
<S> <C> <C>
David J. Cade 836,982 (3) 1.65%
George R. Ferment 931,057 (3) 1.83%
Stephen F. Hope 1,289,607 (4) 2.52%
Ralph D. Ketchum 692,438 (5) 1.36%
John D. McKey, Jr. 127,535 (6) *
Barry Huret 13,334 (3) *
Arif Maskatia 13,334 (3) *
John J. McFeeley 13,334 (3) *
Thomas R. Thomsen 823,334 (7) 1.62%
All Directors and Officers as 3,918,131 (8) 7.54%
a Group (8 persons)
</TABLE>
* Less than 1%.
(1) The address of each beneficial owner is c/o Lithium Technology Corporation,
5115 Campus Drive, Plymouth Meeting, PA 19462.
(2) Includes shares of Common Stock underlying outstanding warrants, options
and convertible securities which are exercisable by the beneficial owner
with respect to whom the calculation is made, that may be acquired within
60 days after April 1, 2000 upon the exercise of options.
(3) Consists of options to acquire shares of Common Stock.
(4) Includes options to acquire 35,000 shares of common stock. Includes 90,328
shares of Common Stock held by Hazel Hope, the Executrix of the Estate of
Henry Hope.
(5) Includes options to acquire 58,334 shares of Common Stock and 7,999 shares
held by Mr. Ketchum's spouse.
(6) Includes options to acquire 58,334 shares of Common Stock.
(7) Includes options to acquire 723,334 shares of common stock. Mr. Thomsen
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resigned as Chairman and Chief Executive Officer of the Company as of
November 1, 1999.
(8) Includes options to acquire 1,960,219 shares of common stock.
18. How can I obtain more information about the Company?
The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any reports, statements or other information filed by the Company at
the SEC's public reference rooms in Washington, D.C., New York City, and
Chicago, Illinois. The Company's SEC filings are also available from commercial
document retrieval services or on the SEC's web site at http://www.sec.gov. You
may also request a copy of the Company's financial reports filed with the SEC by
contacting the Company's Corporate Secretary, c/o Lithium Technology
Corporation, 5115 Campus Drive, Plymouth Meeting, PA 19462.
By order of the Board of Directors,
/s/ Gretchen Deming
Gretchen Deming
Corporate Secretary
May 2, 2000
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[BACK COVER]
IMPORTANT
YOUR CONSENT IS IMPORTANT
Please return your consent today
If you have any questions or need assistance in voting your shares,
please call toll free:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, NY 10004
CALL TOLL-FREE (800)223-2064
<PAGE> 15
[Form of Consent]
================================================================================
LITHIUM TECHNOLOGY CORPORATION
Consent Card
Solicited on Behalf of the Board of Directors
The undersigned hereby takes the following action with respect to all of the
shares of common stock of Lithium Technology Corporation that the undersigned is
entitled to vote:
Consents Does Not Abstains To the amendment of the Certificate of
Consent Incorporation of Lithium Technology
Corporation to increase the authorized
number of shares of common stock to
[ ] [ ] [ ] 125,000,000.
Please mark vote as in example / X /
The Board of Directors unanimously recommends giving consent to the amendment.
Marking the box "CONSENTS" constitutes your written consent to the amendment.
However, if no box is marked, your signature below will evidence your written
consent to the amendment as recommended by the Board of Directors.
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature: Date:
--------------------------------------------------- ------------
Signature: Date:
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