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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LITHIUM TECHNOLOGY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
536808306
(CUSIP Number)
J. Michael Harrison
Davis, Matthews & Quigley, P.C.
3400 Peachtree Road N.E., Suite 1400
Atlanta, GA 30326
Telephone: (404)261-3900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No 536808306
1. Names of Reporting Persons I.R.S. Identification Nos. of above persons
(entities only).
Arch Hill Capital N.V.
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2. Check the Appropriate box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization The Netherlands
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7. Sole Voting Power 59,922,087
Number of -------------------------------------------------------------
Shares
Beneficially 8. Shared Voting Power
Owned by --------------------------------------------------------------
Each
Reporting 9. Sole Dispositive Power 59,922,087
Person With --------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned By Each Reporting Person 59,922,087
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of class Represented by Amount in Row (11) 48%
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14. Type of Reporting Person (See Instructions)
CO
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented to add the following:
(a) Taking into effect the transactions reported in Item 5(c), Reporting
Person is the beneficial owner of 59,922,087 shares of Issuer's Common
Stock, representing approximately 48% of Issuer's Common Stock.
(b) The shares are beneficially owned directly by Reporting Person, with
Reporting Person having the sole power to vote the shares.
(c) Reporting Person made loans to Issuer out of its own working capital
funds totaling $592,542 in exchange for the issuance in private
transactions on May 15, 2002 ($252,542) and May 31, 2002 ($340,000) of
promissory notes that are convertible into an aggregate of 7,406,775
shares of Common Stock at $.08 per share. Other than as described
herein or in a previously filed statement, Reporting Person did not
effect any transaction in the Common Stock of Issuer during the past
sixty days.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER
Item 6 is hereby amended and supplemented to add the following:
(a) BRIDGE FINANCING BY ARCH HILL
Pursuant to the terms of a bridge loan entered into as of January 8, 2002, as
amended on March 22, 2002 and May 30, 2002, Reporting Person agreed to
advance working capital to Issuer until the earlier of the closing of the
New Financing and July 31, 2002. Reporting Person has advanced a total of
$1,634,567 through June 7, 2002 convertible into 20,432,087 shares of Issuer
common stock.
Notes issued to Reporting Person under the bridge financing agreement ("Bridge
Notes") are convertible, at any time prior to repayment of the Bridge Notes,
into Issuer common stock at $.08 per share. The Bridge Notes issued to
Reporting Person under the bridge financing arrangement are repayable upon the
issuance of the following amounts of new convertible Notes by Issuer in the New
Financing or any subsequent financing ("New Notes"): upon the issuance of
$6,000,000 principal amount of New Notes - one-third of the outstanding Bridge
Notes are repayable; upon the issuance of $7,000,000 principal amount of New
Notes - two-thirds of the outstanding Bridge Notes are repayable; upon the
issuance of $8,000,000 principal amount of New Notes - all of the Bridge Notes
are repayable. Notwithstanding the foregoing, in the event there is no Closing
of a Financing by October 31, 2002, all Outstanding Amounts shall be due and
owing on October 31, 2002.
(b) EXECUTION OF SHARE EXCHANGE AGREEMENT
On June 7, 2002 the Issuer signed a Share Exchange Agreement which, upon
closing, will give Issuer a 60% beneficial ownership interest in the German
lithium polymer battery company,
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GAIA Akkumulatorenwerke GmbH, headquartered in Nordhausen/Thuringia,
Germany ("GAIA"). According to the terms of the Share Exchange Agreement,
Issuer shares will be issued in exchange (the "Share Exchange") for shares of
GAIA Holding B.V. ("GAIA Holding") that are owned by Hill Gate Capital N.V.
("Hill Gate"). Hill Gate, a wholly owned subsidiary of Reporting Person
controls GAIA Holding which in turn beneficially owns all of the outstanding
shares of GAIA. In exchange for its equity ownership in GAIA Holding, Issuer
will issue to Hill Gate 60,000 shares of Issuer preferred stock convertible
into 66,804,314 shares of Issuer common stock.
GAIA is a German private limited company. GAIA Holding, a Dutch corporation,
is the 100% beneficial owner of GAIA. Hill Gate, a Dutch corporation, owns a
71% equity interest in GAIA Holding, and Stichting Administratiekantoor GAIA,
a Dutch corporation, owns the remaining 29% equity interest GAIA Holding.
Upon the closing of the Share Exchange, Issuer and GAIA will enter into a
Strategic Alliance Agreement providing for operation of the two companies as
a single entity and covering technology sharing and licensing, product
development, production, outsourcing, manufacturing, sales, and
distribution.
In order to have sufficient capital resources for Issuer's development,
production, operating and administrative needs and in order to implement the
new strategy of combining Issuer's operations with the operations of GAIA,
Issuer needs to raise at least $5,000,000 in an offering of its convertible
notes (the "New Financing"). Unless waived by the parties to the Share
Exchange Agreement, the New Financing is a condition precedent to the GAIA
Share Exchange.
CONDITIONS TO THE CLOSING UPON GAIA SHARE EXCHANGE
The Share Exchange Agreement contains conditions to parties' respective
obligations to close upon the transactions contemplated thereby, unless
waived by the applicable party, including conditions that (a) there be no
material adverse change in either Issuer or GAIA, (b) each party shall have
performed all covenants required by the Share Exchange Agreement, (c) there
shall be no material litigation pending against either Issuer or GAIA and
other customary conditions. In addition, the following are conditions to
closing:
- Not less than $5,000,000 in the aggregate principal amount of Issuer
convertible notes shall have been sold prior to or contemporaneously with
the Share Exchange.
- Each party shall have obtained all of the third party consents required to
be obtained by it in connection with the Share Exchange; and
- Issuer must have received from its financial adviser, an opinion that the
proposed Share Exchange is fair from a financial point of view to Issuer's
stockholders, and such opinion shall not have been withdrawn prior to the
closing date.
It is currently contemplated that the Share Exchange will be consummated on or
around July 18, 2002.
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ISSUER BOARD OF DIRECTORS
The Share Exchange Agreement provides that as soon as practicable after
consummation the Share Exchange and filing by Issuer of a Form 14-F for such
purpose, Issuer's Board of Directors will be increased to twelve members and
Hill Gate will be entitled to designate six nominees to Issuer's Board of
Directors. Ilion Technology Corporation ("Ilion") is also entitled to
designate one nominee to Issuer's Board of Directors. Issuer will be
required to use its reasonable best efforts to cause Hill Gate's and Ilion's
nominees to be elected to Issuer's Board of Directors thereafter.
GAIA BOARD OF DIRECTORS
The Share Exchange Agreement provides that as soon as practicable after
consummation the GAIA Share Exchange, GAIA's Supervisory Board of Directors
shall be increased to five members and Issuer will be entitled to designate
one nominee to GAIA's Supervisory Board of Directors. GAIA will be required
to use its reasonable best efforts to cause Issuer's nominee to be elected to
GAIA's Supervisory Board of Directors thereafter.
GAIA HOLDING BOARD OF DIRECTORS
The Share Exchange Agreement provides that as soon as practicable after
consummation the GAIA Share Exchange, GAIA's Supervisory Board of Directors
shall be increased to five members and Issuer will be entitled to designate
one nominee to GAIA's Supervisory Board of Directors. GAIA will be required
to use its reasonable best efforts to cause Issuer's nominee to be elected to
GAIA's Supervisory Board of Directors thereafter.
REGISTRATION RIGHTS
Hill Gate will have the following registration rights, at Issuer's expense,
with respect to Issuer common stock issuable upon conversion of the Issuer
preferred stock issued in the Share Exchange: (1) upon the request of the
holders of at least 50% of the convertible notes or preferred stock, one
demand registration, (2) unlimited piggyback rights, and (3) rights to
register shares in up to three shelf offerings pursuant to Form S-3. All
registration rights will terminate when the underlying common stock may be
sold under Rule 144(k).
TERMINATION
The Share Exchange Agreement may be terminated by the mutual agreement of
Hill Gate and Issuer or by either of such parties if there has been a
material breach of a covenant or if the Share Exchange is not complete by
August 31, 2002.
STRATEGIC ALLIANCE AGREEMENT WITH GAIA
At the time of the closing of the Share Exchange, Issuer and GAIA will enter
into a Strategic Alliance Agreement covering technology sharing and
licensing, joint production, marketing, sales and distribution activities and
similar matters.
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OPTION AGREEMENT WITH GAIA HOLDING STOCKHOLDERS
At the time of the closing of the Share Exchange, Issuer will enter into an
option agreement with the stockholders of GAIA Holding whereby Issuer will
have the right to acquire the shares of GAIA Holding owned by such
stockholders in order to maintain an ownership position in GAIA Holding of
not less than 60%.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented to add the following:
Exhibit 4 -- Bridge Financing Amendment Agreement No. 2 dated as
of May 30, 2002 between Lithium Technology Corporation and Arch
Hill Capital N.V.
Exhibit 5 -- Share Exchange Agreement, dated as of June 7, 2002,
by and between Lithium Technology Corporation and Hill Gate
Capital N.V. and Exhibits [Schedules omitted]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: June 12, 2002 ARCH HILL CAPITAL N.V.
By: /s/ H.H. van Andel
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H. H. van Andel
Executive Director
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INDEX TO EXHIBITS
Exhibit 4 -- Bridge Financing Amendment Agreement No. 2 dated as of May
30, 2002 between Lithium Technology Corporation and Arch Hill
Capital N.V.
Exhibit 5 -- Share Exchange Agreement, dated as of June 7, 2002, by and
between Lithium Technology Corporation and Hill Gate Capital N.V.
and Exhibits [Schedules omitted]
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