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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
LITHIUM TECHNOLOGY CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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.
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Notes:
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PRELIMINARY COPY
Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, PA 19402
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 Board of Directors unanimously recommends that 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 March 17, 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,
David Cade
Chairman of the Board
and Chief Executive Officer
February __, 2000
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PRELIMINARY COPY
Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, PA 19402
Consent Solicitation
February __, 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 10); and
* current stock ownership and other matters relating to the Company
(questions 11 and 12).
This consent solicitation was first mailed to stockholders on February __,
2000. Stockholders are requested to return their consent forms by March 17,
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
have been issued.
2. Why is the amendment necessary?
At February 2, 2000, the Company had outstanding: (i) options to purchase
5,163,377 shares of common stock, (ii) warrants to purchase 4,590,049 shares of
common stock and (iii) $1,132,000 of Convertible Notes convertible into
11,320,000 shares of common stock at a conversion price of $.10, held by
Pacific Lithium Limited. In addition, additional funds advanced to the Company
by Pacific Lithium Limited will be convertible into shares of common stock at a
conversion price of $.10
All of the foregoing options and warrants are currently exercisable. The
convertible notes are convertible upon the default of the Company or if the
merger between the Company and Pacific Lithium Limited is not consummated.
On February 2, 2000, the Company had outstanding 48,590,917 shares of
common stock. The 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 the convertible notes.
3. How will the additional authorized common stock be used?
After the Amendment, assuming conversion of all of the currently
outstanding options, warrants and convertible notes the Company will have
approximately 70 million outstanding shares of common stock outstanding, leaving
approximately 55 million shares available for future issuance upon conversion of
any additional notes issued in connection with funds advanced to the Company
by Pacific Lithium Limited after the date hereof as described in question 2
and for other valid corporate purposes such as incentive compensation. 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 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.
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The Consent Solicitation
4. Who is being asked to approve the amendment?
Only stockholders of record at the close of business on February 11, 2000
are entitled to execute and deliver consents with respect to the proposed
amendment. On that date, there were ____________ 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. 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 in question 7 below).
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.
7. What is the deadline for delivering my consent?
The Board of Directors has set March 17, 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 March 17, 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.
8. 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.
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9. What is the recommendation of the Board of Directors?
The Board of Directors has 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 recommends that
stockholders consent to the amendment.
10. How are costs of this solicitation being borne?
The expenses of preparing, printing and mailing these consent solicitation
materials are being borne by the Company. Officers and regular employees of the
Company may, but without compensation other than their regular compensation,
solicit consents by further mailing or personal conversations, or by telephone,
telex, facsimile or electronic means. The Company will, upon request, reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of stock.
Additional Information
11. Stock Ownership
The following table gives information about the ownership of Company common
stock as of February 2, 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.
<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 1,365,011 (3) 2.73%
George R. Ferment 1,161,567 (4) 2.34%
Stephen F. Hope 1,289,607 (5) 2.65%
Ralph D. Ketchum 629,438 (6) 1.42%
John D. McKey, Jr. 617,535 (7) 1.26%
Barry Huret 13,334 (8) *
Arif Maskatia 13,334 (9) *
John J. McFeeley 13,334 (10) *
Thomas R. Thomsen 1,227,411 (11) 2.49%
All Directors and Officers as a Group (8 persons)+ 5,166,160 (12) 10.07%
</TABLE>
* Less than 1%.
+ Includes LTC's directors and officers as of February 2, 2000
(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
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options which are exercisable by the beneficial owner with respect to whom the
calculation is made, that may be acquired within 60 days after February 2, 2000
upon the exercise of such options.
(3) Consists of options to acquire shares of Common Stock that are exercisable
within 60 days of February 2, 2000.
(4) Consists of options to acquire shares of Common Stock that are exercisable
within 60 days of February 2, 2000.
(5) 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.
(6) Includes options to acquire 58,334 shares of Common Stock that are
exercisable within 60 days of February 2, 2000 and 7,999 shares held by Mr.
Ketchum's spouse.
(7) Includes options to acquire 58,334 shares of Common Stock that are
exercisable within 60 days of February 2, 2000.
(8) Consists of options to acquire shares of Common Stock that are exercisable
within 60 days of February 2, 2000.
(9) Consists of options to acquire shares of Common Stock that are exercisable
within 60 days of February 2, 2000.
(10) Consists of options to acquire shares of Common Stock that are exercisable
within 60 days of February 2, 2000.
(11) Includes 257,454 shares of Common Stock which are covered by a voting proxy
granted by a shareholder to Mr. Thomsen and options to acquire 723,334 shares of
common stock that are exercisable within 60 days of February 2, 2000. Mr.
Thomsen resigned as Chairman and Chief Executive Officer of the Company as of
November 1, 1999.
(12) Includes options to acquire 2,718,248 shares of common stock that are
exercisable within 60 days of February 2, 2000.
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12. 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,
Gretchen Deming
Corporate Secretary
February __, 2000
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[Form of Consent]
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PRELIMINARY COPY
Please mark vote as in example /X/
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
Consent of Incorporation of Lithium Technology
Corporation to increase the authorized
number of shares of common stock to
[ ] [ ] [ ] 125,000,000.
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:
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Signature: Date:
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