UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 2002
(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 Section 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.
--------------------------------------------------------------------------------
2. Check the Appropriate box if a Member of a Group (See Instructions)
(a)...............................................................
(b)........................................................
--------------------------------------------------------------------------------
3. SEC Use Only.......................................................
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ................................................
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization........The Netherlands........
Number of 7. Sole Voting Power..........42,990,000...................
Shares -------------------------------------------------------------
Beneficially
Owned by 8. Shared Voting Power.....................................
Each -------------------------------------------------------------
Reporting
Person 9. Sole Dispositive Power....42,990,000......................
With -------------------------------------------------------------
10. Shared Dispositive Power.................................
11.Aggregate Amount Beneficially Owned By Each
Reporting Person...................................42,990,000.......
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)................................................
--------------------------------------------------------------------------------
13. Percent of class Represented by Amount in Row (11).......40.06%...
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
.........CO.......................................................
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common
Stock, par value $.01 per share, of Lithium
Technology Corporation (the "Issuer"). The address
and principal executive office of the Issuer is 5115
Campus Drive, Plymouth Meeting, PA 19462-1129
ITEM 2. IDENTIFY AND BACKGROUND
(a) This statement is being filed by Arch Hill
Capital N.V. ("Reporting Person").
Attached hereto and incorporated herein by
this reference is Schedule I, setting forth the name,
citizenship, principal occupation or employment of
(i) each executive officer and director of Reporting
Person; (ii) each person controlling the Reporting
Person, and (iii) each executive officer and director
of any corporation or other person ultimately in
control of Reporting Person.
(b) The business address of the Reporting Person
is Parkweg 2, 2585 JJ's - Gravenhage.
(c) The Reporting Person is a company engaged in
venture capital investment.
(c) During the past five years, neither
Reporting Person nor, to the best of its
knowledge, any of the persons identified on
Schedule I attached hereto, has been
convicted in a criminal proceeding.
(d) During the past five years, neither
Reporting Person, nor to the best of its
knowledge, any of the persons identified on
Schedule I attached hereto, was a party to a
civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which it was or
is subject to a judgment, decree or final
order enjoining future violations of, or
prohibiting or mandating activities subject
to, federal or state securities laws or
finding any violation with respect to such
laws.
(f) Reporting Person is a Dutch corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Under a note purchase and sale agreement relating to
the restructuring of the Issuer dated as of December
31, 2001, which closed on January 8, 2002, Reporting
Person purchased in a private transaction $3,949,000
aggregate principal amount of promissory notes that
are convertible into 39,490,000 shares of Issuer
Common Stock from Ilion Technology Corporation
("Ilion"). The consideration for such sale by Ilion
included all of the aggregate benefits to Ilion
pursuant to a termination agreement between Ilion and
Issuer whereby the existing LTC-Ilion Merger
Agreement described in Item 4 was terminated and a
cash payment of $800,000 was made by Reporting Person
to Ilion. The cash purchase price was paid by
Reporting Person out of its own working capital
funds. In addition, Reporting Person made a loan to
Issuer out of its own working
capital funds totaling $280,000 in exchange for the
issuance in a private transaction of promissory notes
that are convertible into 3,500,000 shares of Common
Stock at $.08 per share.
ITEM 4. PURPOSE OF TRANSACTION
(a), (b), (d) and (e) As described in Item 3 above,
Reporting Person purchased promissory notes from
Ilion that are convertible into 39,490,000 shares of
Issuer's Common Stock. At the same time, Issuer and
Reporting Person entered into an interim financing
agreement pursuant to which Issuer issued to
Reporting Person promissory notes which are
convertible into 3,500,000 shares of Issuer's Common
Stock. These transactions are part of a proposed
equity financing and restructuring of Issuer, a share
exchange between Issuer and GAIA Akkumulatorenwerke
GmbH ("GAIA") (the "Issuer-GAIA Transaction) and a
termination of the existing merger agreement between
Reporting Person and Issuer (the "LTC-Ilion Merger
Agreement"), as more fully described in a Letter of
Intent (the "LOI") entered into in December 2001 by
Issuer, Reporting Person, GAIA and Ilion, as reported
in Issuer's Form 8-K dated December 12, 2001.
Reporting Person is the sole shareholder of GAIA.
Reporting Person, Issuer and GAIA expect to complete
the equity financing and share exchange during the
first quarter of 2002.
Under the terms of the Issuer-GAIA Transaction, GAIA
will become a wholly owned subsidiary of the Issuer
and shares of the Issuer will be issued to the
Reporting Person as the sole shareholder of GAIA. The
interim financing agreement provides that the
Reporting Person will advance funds to Issuer to
enable Issuer to meet its operating and
administrative expenses pending the closing of the
proposed Issuer-GAIA Transaction. Following the
Issuer-GAIA Transaction, Reporting Person will have
the right to appoint one-half of the members of
Issuer's Board of Directors.
The Reporting Person has no plans or proposals which
relate to Items 4 (c) or Items 4 (f) through (j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the transactions described in
Item 3 above, Reporting Person is the
beneficial owner of 42,990,000 shares of
Issuer's Common Stock, representing
approximately 40% 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) Other than as described herein, 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
See Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. - - Note Purchase and Sale Agreement, dated as of December
31, 2001 [Schedules omitted].
Exhibit 2 - - Interim Financing Letter Agreement, dated as of December 31,
2001 [Exhibits and Schedules omitted].
Exhibit 3 - - Form of Convertible Promissory Note issuable by Issuer to
Reporting Person under the Interim Financing Letter Agreement.
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: January 17, 2002 ARCH HILL CAPITAL N.V.
By: /s/ H. H. Van Andel
-------------------------
H. H. Van Andel
Chief Executive Officer
SCHEDULE I
The following sets forth the name, citizenship, principal occupation or
employment of (i)each executive officer and director of Reporting Person; (ii)
each person controlling the Reporting Person, and (iii) each executive officer
and director of any corporation or other person ultimately in control of
Reporting Person.
Name & Citizenship Principal Occupation or Employment
Arch Hill Management B.V. Executive Director of Reporting
("Management") Person
(The Netherlands)
H. H. van Andel Executive Director of Management
(The Netherlands)
J.K. Poort Executive Director of Management
(The Netherlands)
C. van Nispen Non-executive Director of
(The Netherlands) Reporting Person
C. van den Berg Non-executive Director of
(The Netherlands) Reporting Person
M. Freech Non-executive Director of
(The Netherlands) Reporting Person
D. Schonis Non-executive Director of
(The Netherlands) Reporting Person
Stichting Administratie A Netherlands stichting holding
Kantoor Arch Hill Capital N.V. 100% of the shares of Reporting
(The Netherlands) Person for the account of investors.
INDEX TO EXHIBITS
Exhibit 1. - - Note Purchase and Sale Agreement, dated as of December
31, 2001 [Schedules omitted].
Exhibit 2 - - Interim Financing Letter Agreement, dated as of December 31,
2001 [Exhibits and Schedules omitted].
Exhibit 3 - - Form of Convertible Promissory Note issuable by Issuer to
Reporting Person under the Interim Financing Letter Agreement.