-----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, EtRxct2+wezVx4cU7pKQqYZg8VQ4uEzAIVWIeWy41WxN4INsVVbZgkI7ub00B+8T En8XgoHczDycvK3WQxM7KA== 0000893220-97-001451.txt : 19970822 0000893220-97-001451.hdr.sgml : 19970822 ACCESSION NUMBER: 0000893220-97-001451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970819 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970821 SROS: NONE FILER: 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: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10446 FILM NUMBER: 97667827 BUSINESS ADDRESS: STREET 1: 5115 CAMPUS DR CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462-1129 BUSINESS PHONE: 2158301392 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 8-K 1 LITHIUM TECHNOLOGY CORPORATION FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 1997 LITHIUM TECHNOLOGY CORPORATION (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware 1-10446 13-3411148 - -------------------------------- ----------- ------------------ State or Other Jurisdiction Commission IRS Employer of Incorporation or Organization File Number Identification No. 5115 Campus Drive, Phymouth Meeting, PA 19462 - --------------------------------------- -------- Address of Principal Executive Offices Zip Code Registrant's telephone number, including area code: (610) 940-6090 -------------- ----------------------------------------------------------- Former name or former address, if changed since last report 2 Item 5. Other Events. Amendments to Certain Terms of the October 1996 Convertible Notes As reported previously by the Company, in October 1996 the Company entered into a convertible note transaction whereby it issued $1.75 million principal amount convertible notes (the "Convertible Notes") to two non-U.S. investors (the "Lenders"). The Convertible Notes had a maturity date of March 24, 1997. Since the Convertible Notes were not repaid by March 24, 1997, the Company, pursuant to the terms of the Convertible Notes, delivered certain shares of its common stock to an escrow agent (the "Escrowed Shares") to provide for the potential conversion of the Convertible Notes. On August 19, 1997, the Company and the Lenders entered into an agreement (the "Amendment Agreement") to, among other things, extend the maturity date to November 2, 1998 and provide for the repayment of the Convertible Notes by means of cash payments by the Company and the conversion and sale of certain of the Escrowed Shares. The Amendment Agreement also contains the following material terms: (i) the Company will repay $100,000 of the principal amount of the Convertible Notes in cash; (ii) the Company will pay $70,479, representing the accrued and unpaid interest on the Convertible Notes up to and including August 18, 1997; (iii) the Lenders will be permitted to sell a sufficient quantity of the Escrowed Shares to allow the Lenders to recover the remaining $1.65 million principal amount of the Convertible Notes. The number of shares which the Lenders will be permitted to sell publicity will depend upon the price and volume of trading in the Company's common stock. Once the Lenders receive the remaining principal through the sales of the Escrowed Shares or through payments by the Company, the Convertible Notes will be deemed to be satisfied; (iv) the Company will transfer to the Lenders 12.5% of any Escrowed Shares remaining after the Convertible Notes are repaid, or such greater amount up to 20%, depending upon the occurrence of certain future events, and the remaining Escrowed Shares will be retired by the Company; and (v) if there is a change in the law such that the Escrowed Shares are not permitted to be resold by the Lenders in the United States, the Company will file a registration statement to register the Escrowed Shares. The Amendment Agreement is subject to the Company's closing on the sale of between $3.25 million and $5 million principal amount Senior Secured Convertible Notes (the "Interlink Transaction"), as described in the Company's press release dated August 19, 1997, which is attached hereto as Exhibit 99.3. 2 3 Item 7. Financial Statements and Exhibits Exhibits. 99.3 Press Release, dated August 19, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LITHIUM TECHNOLOGY CORPORATION By: /s/ David J. Cade -------------------------- David J. Cade President and Chief Operating Officer Date: August 19, 1997 3 EX-99.3 2 PRESS RELEASE DATED AUGUST 19, 1997 1 FOR IMMEDIATE RELEASE LITHIUM TECHNOLOGY CORPORATION ANNOUNCES COMPLETION OF BRIDGE FINANCING AS FIRST STEP IN $3.25 MILLION TO $5 MILLION PRIVATE PLACEMENT PLYMOUTH MEETING, PENNSYLVANIA, AUGUST 19, 1997 -- Lithium Technology Corporation ("the Company") (OTC Bulletin Board: LITH) today announced that it has closed on a $500,000 bridge loan arranged by Interlink Management Corporation of Houston, Texas. Interlink's Chairman, Neil Bush, is in the process of bringing together a group of investors to complete the Phase I private placement of $3.25 million to $5 million of senior secured notes and the Phase II strategic partner investment of $7 million to $10 million as stipulated in the Letter of Intent between the Company and Interlink, announced on June 13, 1997. The $500,000 bridge loan will be rolled into the Phase I funding currently scheduled for closing on September 15, 1997. The Phase I and Phase II financings are subject to customary closing conditions, including completion of satisfactory due diligence by the investors and the execution of definitive legal agreements. In conjunction with this private placement, the Company has also reached agreement with a group of UK-based investors regarding the restructuring and repayment of the $1.75 million convertible notes issued in October 1996. This group's ongoing strong support and long term commitment to Lithium have played a significant role in helping to advance the Company's lithium polymer battery technology. Details of the agreement will be available in an 8K filing at the Securities & Exchange Commission. In commenting on these developments, Lithium's President David J. Cade said, "The Interlink funding provides the critical next step in enabling the Company to take our advanced technology to the marketplace. Moreover, the technical due diligence done in conjunction with this financing has further validated the ability of our technology to provide product differentiation for a notebook computer or cellular phone Original Equipment Manufacturer (OEM)." In this regard, the Company continues to ship cell samples produced on its prototype production line to selected OEMs in anticipation of developing battery pack samples for one or two specific device applications later in 1997. Lithium Technology Corporation is developing a new generation of solid state rechargeable batteries for portable electronics devices. The Company's patented and proprietary technology uses high performance fibers in composite battery structures along with web coating and related processes for manufacturing. Contacts: Lithium Technology Corporation Gretchen N. Deming Director of Administration and Shareholder Relations (610) 940-6090 Ext. 109 Consulting For Strategic Growth, Ltd. Stanley Winderlich/John Harbaugh Corporate Development Consultants (800) 625-2236/(800) 807-6388 -----END PRIVACY-ENHANCED MESSAGE-----