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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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
- - ---------------------------------------------------------------------------
(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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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 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 April 28, 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
March __, 2000
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PRELIMINARY COPY
Lithium Technology Corporation
5115 Campus Drive
Plymouth Meeting, PA 19402
Consent Solicitation
March __, 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 March __,
2000. Stockholders are requested to return their consent forms by April 28,
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?
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.
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, see Question 5 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 $1,100,000 through March 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 any 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 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 $5,300,000 will be required by the
Company for working capital from April 2000 until February 2002. Assuming the
Company receives $1,500,000 upon the exercise of outstanding option and warrants
and reducing such amount from the $5,300,000, the Company estimates that
approximately $3,800,000 in funding may be advanced to the Company by Pacific
Lithium Limited under the bridge loan financing agreement from April 2000 until
February 2002.
If the merger is not completed for any reason any advances from Pacific
Lithium Limited to the Company under the bridge loan financing agreement will be
converted into the Company common stock at $0.10 per share, and except in the
event of a Pacific Lithium Limited default under the merger agreement Pacific
Lithium Limited will be issued three year warrants to purchase 7,500,000 shares
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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, in the event of default,
convertible into shares of preferred stock having the economic and voting
equivalent of the common stock.
At March 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) $1,100,000 of convertible notes convertible into 11,000,000 shares of
Common Stock at a conversion price of $.10, 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). The Company may issue up to approximately
$3,800,000 of additional notes to Pacific Lithium Limited from April 2000 until
February 2002, convertible into 38,000,000 shares of common stock at a
conversion price of $.10 per share, and may issue to Pacific Lithium Limited
warrants to purchase 7,500,000 shares of Company common stock exercisable at
$0.15 per share. The notes will not be converted into Company common stock and
the warrants will not be issued to Pacific Lithium Limited 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 options,
warrants and $4,900,000 of Convertible Notes as described in Question 2 (which
will only occur in the event of default or if the merger is not closed), the
Company will have approximately 115,000,000 outstanding shares of common stock
outstanding, leaving approximately 10,000,000 shares available for future
issuance. 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
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
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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 March 13, 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).
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
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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 April 28, 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 April 28, 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 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 companies. Pacific Lithium Limited is an unlisted New Zealand public
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
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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 of 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 consummation of
the Ilion initial public offering.
The Company anticipates holding a meeting of the Company's stockholders
to vote on the merger in May 2000. 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 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.
Ilion expects to consummate the Ilion initial public offering during
the second half of 2000, depending upon market and other factors. Because the
merger is subject to the completion of the Ilion initial public offering, the
Company cannot predict the exact timing of the closing of the merger. In the
event the closing conditions, including the Ilion IPO have not been met by
February 28, 2002, the Company or Pacific Lithium Limited may terminate the
merger agreement.
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 $3,800,000 (which may be increased if the Company does not receive funds
from the warrant and option exercises) in addition to the $1,100,000 advanced
through March 1, 2000 (as described in Question 2), and the notes were
converted and warrants issuable to Pacific Lithium Limited were exercised,
Pacific Lithium Limited would own approximately 56,500,000 shares of Company
common stock which would represent approximately 49% 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.
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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.
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.
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.
Pacific Lithium Limited has advanced the following funds to the Company
as of March 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, 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.
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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 in May 2000. 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.
Additional Information
17. What is the Stock Ownership?
The following table gives information about the ownership of Company
common stock as of March 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 currently owns notes
convertible into 11,000,000 shares of common stock 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.
<TABLE>
<CAPTION>
Name and Address of Number of Shares
Beneficial Owner(1) Beneficially Owned(2) Percent of Class(2)
- ------------------- --------------------- -------------------
<S> <C> <C>
David J. Cade 836,982(3) 1.65%
George R. Ferment 931,567(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 March 1, 2000 upon the exercise of
options.
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(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
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,
Gretchen Deming
Corporate Secretary
March __, 2000
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[Form of Consent]
==========================================================================
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 Consent Abstains To the amendment of the
Certificate 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:
Signature: Date:
11
