-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V4UYDnGYAUCvzvwjx1gam1j+D3o+72B2ZXl6u+/Us9wJWhFWrbnggtFwu5VRkZW6 S8gdg8GuCHuGYu813G+GMw== 0001144204-07-029979.txt : 20070604 0001144204-07-029979.hdr.sgml : 20070604 20070604061703 ACCESSION NUMBER: 0001144204-07-029979 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070604 DATE AS OF CHANGE: 20070604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LITHIUM TECHNOLOGY CORP CENTRAL INDEX KEY: 0000804154 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 133411148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46127 FILM NUMBER: 07895745 BUSINESS ADDRESS: STREET 1: 5115 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462-1129 BUSINESS PHONE: 6109406090 MAIL ADDRESS: STREET 1: 5115 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462-1129 FORMER COMPANY: FORMER CONFORMED NAME: HILLCRAFT CORP DATE OF NAME CHANGE: 19890807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001132874 IRS NUMBER: 134150836 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MCGUIRE WOODS LLP STREET 2: 9 WEST 57TH STREET SUITE 1620 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125482100 MAIL ADDRESS: STREET 1: 101 HUDSON STREET STREET 2: SUITE 3606 CITY: JERSEY CITY STATE: NJ ZIP: 07302 SC 13G 1 v077441.txt Page 1 ------------------------------- OMB APROVAL ------------------------------- OMB Number: 3235-0145 ------------------------------- Expires: February 28, 2009 ------------------------------- Estimated average burden hours per response...10/4 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lithium Technology Corporation (Name of Issuer) - -------------------------------------------------------------------------------- Common Stock, par value $0.01 per share (Title of Class of Securities) 53680840 (CUSIP Number) May 30, 2007 - -------------------------------------------------------------------------------- (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes). Page 2 Cusip No. 53680840 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Cornell Capital Partners, L.P. (13-4150836) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 43,999,354 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 43,999,354 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,999,354 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.95%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- Page 3 Item 1. (a) Name of Issuer: Lithium Technology Corporation (b) Address of Issuer's Principal Executive Offices: 5115 Campus Drive Plymouth Meeting, PA 19462 Item 2. Identity and Background. (a) Name of Person Filing: Cornell Capital Partners, L.P. (b) Address of Principal Executive Office or, if none, Residence of Reporting Persons: 101 Hudson Street, Suite 3700 Jersey City, NJ 07302 (c) Citizenship: Cayman Islands (d) Title of Class of Securities: Common Stock, par value $0.01 per share (e) Cusip Number: 53680840 Item 3. If the statement is filed pursuant to ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o); (e) |_| An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or (j) |_| Group, in accordance with 240.13d(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 43,999,354 (b) Percentage of Class: 9.95%* (c) Number of shares as to which the person has: (i) Sole Power to vote or to direct the vote: 43,999,354 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 43,999,354 (iv) Shared power to dispose or to direct the disposition: 0 Page 4 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Item 6. Ownership of more than five percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Member Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect. * In addition to the number of shares memorialized above, Cornell Capital Partners is the owner of the following Warrants to purchase common stock which it obtained through a Stock Purchase Agreement dated October 07, 2005, as amended, to purchase 40,000,000 shares exercisable at $.0328. These shares are not included in the calculation of the amount of outstanding shares owned by Cornell Capital Partners because the Warrant Agreement prohibits Cornell Capital Partners from converting any of its Warrants if at the time Cornell Capital Partners is entitled to exercise any Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by Cornell Capital Partners and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise. Page 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct. Dated: June 1, 2007 REPORTING PERSON: CORNELL CAPITAL PARTNERS, L.P. By: Yorkville Advisors, LLC Its: Investment Manager By: /s/ Steven S. Goldstein ---------------------------- Name: Steven S. Goldstein, Esq. Its: Chief Compliance Officer -----END PRIVACY-ENHANCED MESSAGE-----