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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 11 - ARCH HILL CAPITAL, N.V.)
(AMENDMENT NO. 5 - ARCH HILL VENTURES, N.V.)
(AMENDMENT NO. 3 - STICHTING GEMEENSCHAPPELIJK BEZIT LTC)
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)
H. H. van Andel
Arch Hill Capital N.V.
Parkweg 2
2585 JJ's Gravenhage
The Netherlands
Telephone: 011 31703546818
----------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 2005
(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).
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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
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7. Sole Voting Power 0
Number of
Shares ----------------------------------------------------------
Beneficially
Owned by 8. Shared Voting Power 504,036,031
Each
Reporting ----------------------------------------------------------
Person With
9. Sole Dispositive Power 0
----------------------------------------------------------
10. Shared Dispositive Power 504,036,031
----------------------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person 504,036,031
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13. Percent of class Represented by Amount in Row (11) 81.88%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
2
CUSIP No 536808306
1. Names of Reporting Persons I.R.S. Identification Nos. of above persons
(entities only).
Arch Hill Ventures, N.V.
--------------------------------------------------------------------------------
2. Check the Appropriate box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Issuance of Funds (See Instructions) OO
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares -----------------------------------------------------------
Beneficially
Owned by 8. Shared Voting Power 0
Each
Reporting -----------------------------------------------------------
Person With
9. Sole Dispositive Power
-----------------------------------------------------------
10. Shared Dispositive Power 0
-----------------------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person 0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 0
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
3
CUSIP No 536808306
1. Names of SGBG I.R.S. Identification Nos. of above persons (entities only).
Stichting Gemeenschappelijk Bezit LTC
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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) OO
--------------------------------------------------------------------------------
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
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7. Sole Voting Power 0
Number of
Shares -------------------------------------------------------------
Beneficially
Owned by 8. Shared Voting Power 497,444,620
Each
Reporting -------------------------------------------------------------
Person With
9. Sole Dispositive Power 0
-------------------------------------------------------------
10. Shared Dispositive Power 497,444,620
-------------------------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person 497,444,620
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 80.89%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) CO
4
CUSIP No 536808306
1. Names of SGBG I.R.S. Identification Nos. of above persons (entities only).
Stichting Gemeenschappelijk Bezit GAIA
--------------------------------------------------------------------------------
2. Check the Appropriate box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
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
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Number of 7. Sole Voting Power 0
Shares
Beneficially --------------------------------------------------------------
Owned by
Each 8. Shared Voting Power 6,591,411
Reporting
Person With --------------------------------------------------------------
9. Sole Dispositive Power 0
--------------------------------------------------------------
10. Shared Dispositive Power 6,591,411
--------------------------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person 6,591,411
--------------------------------------------------------------------------------
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) 2.47%
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14. Type of Reporting Person (See Instructions) CO
5
This statement on Schedule 13D constitutes Amendment No. 5 to the Schedule 13D
(the "Arch Hill Ventures Amendment") by Arch Hill Ventures, N.V. ("Arch Hill
Ventures"), Amendment No. 11 to the Schedule 13D (the "Arch Hill Capital
Amendment") filed by Arch Hill Capital, N.V. ("Arch Hill Capital"), and
Amendment No. 3 to the Schedule 13D (the "Stichting LTC Amendment") filed by
Stichting Gemeenschappelijk Bezit LTC ("Stichting LTC") and amends and
supplements the Schedule 13Ds filed by Arch Hill Capital, Arch Hill Ventures and
Stichting LTC.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented to add the following:
On October 21, 2005, pursuant to a Debt Exchange Agreement between
the Issuer, GAIA Holding B.V. ("GAIA Holding"), GAIA
Akkumulatorenwerke GmbH ("GAIA"), Arch Hill Capital and Arch Hill
Ventures, the Issuer exchanged debt owed by GAIA to Arch Hill
Ventures for debentures and warrants of the Issuer as described in
Item 6 (the "Debt Exchange"). On October 21, 2005, Arch Hill
Ventures transferred the debentures and warrants to Stichting LTC.
The Securities Transfer resulted in a change in the form of the
beneficial ownership of Issuer securities held by Arch Hill Capital
and Stichting LTC exempt under Rule 16a-13 of the Exchange Act. For
a further description of the transaction, see Items 4 and 6.
For a further description of the transaction see Item 6.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented to add the following:
(a), (f) As described in Item 3 and Item 6, on October 21, 2005,
pursuant to a Debt Exchange Agreement between the Issuer, GAIA
Holding, GAIA, Arch Hill Capital and Arch Hill Ventures, the Issuer
exchanged debt owed to Arch Hill Ventures for Issuer equity
securities and on October 21, 2005, Arch Hill Ventures transferred
the debentures and warrants to Stichting LTC. The Securities
Transfer resulted in a change in the form of the beneficial
ownership of Issuer securities held by Arch Hill Capital and
Stichting LTC exempt under Rule 16a-13 of the Exchange Act. For a
further description of the transaction, see Item 6.
(g) The issuance of the common shares and the issuance of Issuer common
stock upon conversion of the convertible debentures and warrants
issued in the Debt Exchange may impede the acquisition of control of
the Issuer by any person.
The Reporting Person has no plans or proposals which relate to Items
4 (b), (c), (d), (e), (h), (i) or (j).
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented to add the following:
(a) (i) Stichting Gemeenschappelijk Bezit LTC ("Stichting LTC") is the
beneficial owner of 497,166,785 shares of the Issuer's Common
Stock representing approximately 80.89% of the Issuer's Common
Stock consisting of :
(1) 148,568,784 shares of common stock;
(2) 1,500,000 shares of common stock issuable upon
exercise of $2.00 warrants;
(3) 9,889,625 shares of common stock issuable upon
exercise of $2.40 warrants;
(4) 17,050,000 shares of common stock issuable upon
exercise of $0.0625 Series A Warrants;
(5) 17,050,000 shares of common stock issuable upon
exercise of $0.0750 Series A Warrants;
(6) 18,400,000 shares of common stock issuable upon
exercise of $0.0625 Series B Warrants;
(7) 18,400,000 shares of common stock issuable upon
exercise of $0.0750 Series B Warrants;
(8) 264,103,114 shares of common stock issuable upon
conversion of $4,410,522 principal amount of 10%
convertible debenture at an assumed conversion
price of $.0167; and
(9) 2,205,262 shares of common stock issuable upon
exercise of $0.38 warrants.
(1) - (9) above referred to as the "Stichting LTC Shares."
(ii) Stichting Gemeenschappelijk Bezit GAIA ("Stichting GAIA") is
the beneficial owner of 6,591,411 shares of the Issuer's
Common Stock representing approximately 2.47% of the Issuer's
Common Stock consisting of :
(1) 5,981,036 shares of common stock; and
(2) 610,375 shares of common stock issuable upon
exercise of $2.40 warrants.
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(1) - (2) above referred to as the "Stichting GAIA Shares."
(iii) Arch Hill Ventures is the beneficial owner of no shares of the
Issuer's Common Stock.
(iv) Arch Hill Capital is the beneficial owner of 504,036,031
shares of the Issuer's Common Stock representing approximately
81.88% of the Issuer's Common Stock consisting of :
(1) The Stichting GAIA Shares and;
(2) The Stichting LTC Shares.
(1) - (2) above referred to as the "Arch Hill Capital
Shares."
(b) (i) The Stichting LTC Shares are owned directly by Stichting LTC
with Stichting LTC having the power to vote and dispose of the
Stichting LTC Shares. Arch Hill Capital controls Stichting LTC
and also has the power to vote and dispose of the Stichting
LTC shares.
(ii) The Stichting GAIA Shares are owned directly by Stichting GAIA
with Stichting GAIA having the power to vote and dispose of
the Stichting GAIA Shares. Arch Hill Capital controls
Stichting GAIA and also has the power to vote and dispose of
the Stichting GAIA shares.
(iii) The Arch Hill Capital Shares are owned directly by Arch Hill
Capital, with Arch Hill Capital having the sole power to vote
and dispose of the Arch Hill Capital Shares.
(c) (i) On October 21, 2005 pursuant to a Debt Exchange Agreement
between the Issuer, GAIA Holding, GAIA, Arch Hill Capital, and
Arch Hill Ventures, the Issuer exchanged debt owed to Arch
Hill Capital and Arch Hill Ventures for Issuer equity
securities. On October 21, 2005, Arch Hill Ventures
transferred the debentures and warrants to Stichting LTC. The
Securities Transfer resulted in a change in the form of the
beneficial ownership of Issuer securities held by Arch Hill
Capital and Stichting LTC exempt under Rule 16a-13 of the
Exchange Act. See Item 6.
(ii) On October 24, 2005, a conversion notice for $4,410,522 of
convertible debentures into 264,103,144 shares of Issuer
common stock (the "Conversion Shares") was delivered by
Stichting LTC to the Issuer. Certificates for the
Conversion Shares have not yet been delivered by
the Issuer.
(iii) On December 8, 2004, $3,000,000 of Issuer convertible
debentures and accrued and unpaid interest were converted by
Stichting LTC into 42,619,718 shares of Issuer Common Stock.
Stichting LTC was entitled to acquire from the Issuer pursuant
to a Notice of Conversion dated December 8, 2004 40,000,000
fully paid and nonassessable shares of
8
Issuer Common Stock pursuant to the conversion of $3,000,000
principal amount of debentures, and 2,619,178 shares of Common
Stock in payment of $196,438.36 of accrued and unpaid interest
on the convertible debentures, for a total of 42,619,178
shares of Issuer Common Stock. Certificates for the shares
must be delivered by the Issuer no later than ten days of an
increase in the authorized number of shares of Issuer Common
Stock subsequent to the conversion date. 11,000,000 shares and
32,619,178 were delivered by the Issuer on May 31, 2005 and
August 1, 2005, respectively.
On August 1, 2005, Stichting LTC converted $1,705,000 of
principal of Series A notes and $125,563 accrued and unpaid
interest into 36,611,260 shares of Common Stock and $1,840,000
of principal of Series B notes and $135,505 accrued and unpaid
interest into 39,510,100 shares of Issuer Common Stock.
(iv) Other than as described herein or in a previously filed
statement, Reporting Person did not effect any transaction in
the Common Stock of the Issuer during the past sixty days.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented to add the following:
(i) On October 21, 2005, pursuant to a Debt Exchange Agreement
between the Issuer, GAIA Holding, GAIA, Arch Hill Capital and
Arch Hill Ventures, the Issuer exchanged certain debt owed by
GAIA to Arch Hill Ventures for Issuer equity securities as
described below (the "Debt Exchange").
Tamarchco GmbH ("Tamarchco"), a 100% owned subsidiary of Arch
Hill Ventures, has provided three silent partnership loans to
GAIA consisting of E2,364,501 ($2,883,510) including interest
through July 31, 2005 under the First Tamarchco Partnership
Agreement (the "Tamarchco I Debt"), a E246,979 ($301,192) loan
including interest through July 31, 2005 under the Second
Tamarchco Partnership Agreement (the "Tamarchco II Debt") and
a E206,168 ($251,422) loan including interest through July 31,
2005 under the Third Tamarchco Partnership Agreement (the
"Tamarchco III Debt") (the three partnership agreements, the
"Tamarchco Partnership Agreements").
Tamarchco is entitled to receive an annual 4% share in profits
related to its contributions under the First Tamarchco
Agreement and an annual 12% share in profits related to its
contribution under the Second and Third
9
Tamarchco Agreements payable once GAIA has generated an
accumulated profit amounting to $4,837,000. Tamarchco assigned
to Arch Hill Ventures its right to repayment of the Tamarchco
I Debt, Tamarchco II Debt and Tamarchco III Debt (together the
"Tamarchco Debt").
Frankendael Participatiemaatschappij N.V. ("Frankendael") has
provided a partnership loan to GAIA consisting of E547,078
($667,162) including interest through July 31, 2005 (the
"Frankendael Debt"). Frankendael is entitled to receive an
annual 12% share in profits related to its contributions under
the Frankendael Partnership Agreement payable once GAIA has
generated an accumulated profit amounting to $4,627,000.
Frankendael has assigned to Arch Hill Ventures its right to
repayment of the Frankendael Debt.
On October 21, 2005, in the Debt Exchange the Issuer issued to
Arch Hill Ventures in exchange for the Tamarchco Debt
$3,436,123 of the Issuer's 10% convertible debentures and
warrants to purchase 1,718,062 shares of the Issuer's common
stock with an exercise price of $0.38 per share. As further
consideration for the exchange of the Tamarchco Debt, Arch
Hill Ventures agreed in the Debt Exchange Agreement to
transfer to the Issuer its 100% ownership interest in
Tamarchco.
On October 21, 2005 in the Debt Exchange the Issuer issued to
Arch Hill Ventures in exchange for the Frankendael Debt the
$667,162 of 10% convertible debentures and warrants to
purchase 333,581 shares of the Issuer's common stock with an
exercise price of $0.38 per share.
The Issuer owed interest in the amount of E251,937 ($307,237)
to Arch Hill Ventures on debt previously exchanged for Issuer
securities (the "Interest Due"). On October 21, 2005 in the
Debt Exchange, the Issuer issued to Arch Hill Ventures in
exchange for the Interest Due $307,237 convertible debentures
and 153,619 warrants of the Issuer's common stock at an
exercise price of $0.38 per share.
In connection with the Debt Exchange, Arch Hill Capital
agreed to provide directly or indirectly $3,000,000 in
financing to the Issuer over a period of two years.
The 10% convertible debentures issued in the Debt Exchange
(the "10% debentures") have a maturity date of October 21,
2007 at which time the principal amount and all accrued
interest on the 10% debentures is due and payable. Interest
payments on the 10% debentures are due and payable in cash, or
at the option of Arch Hill Ventures, in the Issuer's common
stock at a price equal to the conversion price of the Issuer's
common stock as described below. Interest is due quarterly
commencing December 31, 2005.
The 10% debentures are convertible at any time at the option
of the holder into shares of our common stock at the lesser of
(i) $2.00 and
10
(ii) the average of the lowest 3 intra-day trading prices
during the 20 trading days immediately prior to the conversion
date discounted by 50% (the "Conversion Shares"). Without the
consent of the Issuer, the 10% debentureholder may not assign,
transfer or sell any Conversion Shares for a period of 12
months from the date of conversion of the 10% Debentures.
The Issuer has the right to prepay all or a portion of the
outstanding 10% debentures and accrued and unpaid interest
upon prior written notice to the holders of the 10% debentures
in an amount equal to 130% of principal and interest for
prepayments occurring from October 21, 2005 through December
20, 2005 (60 days), 140% for prepayments of principal and
interest occurring from December 20, 2005 through January 19,
2006 (61 - 90 days) or 150% for prepayment of principal and
interest occurring after January 19, 2006 (91st day +).
The warrants expire five years from the date of issuance. The
warrants are subject to exercise price adjustments upon the
occurrence of certain events including stock dividends, stock
splits, mergers, reclassifications of stock or the Issuer's
recapitalization. The exercise price of the warrants is also
subject to reduction if the Issuer issues any rights, options
or warrants to purchase shares of the Issuer's common stock at
a price less than the market price of the Issuer's shares as
quoted on the OTC Bulletin Board.
The shares issuable upon conversion of the 10% debentures and
the $0.38 warrants have piggy-back registration rights.
On October 21, 2005, Arch Hill Ventures transferred the 10%
debentures and warrants to Stichting LTC. The Securities
Transfer resulted in a change in the form of the beneficial
ownership of Issuer securities held by Arch Hill Capital and
Stichting LTC exempt under Rule 16a-13 of the Exchange Act.
(ii) On October 24, 2005, a conversion notice for $4,410,522 of
convertible debentures into 264,103,144 shares of Issuer
common stock (the "Conversion Shares") was delivered by
Stichting LTC to the Issuer. Certificates for the
Conversion Shares have not yet been delivered by
the Issuer.
(iii) On December 8, 2004, $3,000,000 of Issuer convertible
debentures and accrued and unpaid interest were converted by
Stichting LTC into 42,619,718 shares of Issuer Common Stock.
Stichting LTC was entitled to acquire from the Issuer pursuant
to a Notice of Conversion dated December 8, 2004 40,000,000
fully paid and nonassessable shares of Issuer Common Stock
pursuant to the conversion of $3,000,000 principal amount of
debentures, and 2,619,178 shares of Common Stock in payment of
$196,438.36 of accrued and unpaid interest on the convertible
debentures, for a total of 42,619,178 shares of Issuer Common
Stock. Certificates for the shares must be delivered by the
Issuer no later than ten days of an increase in the authorized
number of shares of Issuer Common Stock subsequent to the
conversion date. 11,000,000 shares and 32,619,178 were
delivered by the Issuer on May 31, 2005 and August 1, 2005,
respectively.
(iv) On August 1, 2005, Stichting LTC converted $1,705,000 of
principal of Series A notes and $125,563 accrued and unpaid
interest into 36,611,260
11
shares of Common Stock and $1,840,000 of principal of Series B
notes and $135,505 accrued and unpaid interest into 39,510,100
shares of Issuer Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented to add the following:
24 - Debt Exchange Agreement, dated as of October 21, 2005
between Lithium Technology Corporation, GAIA Holding N.V.,
GAIA Akkumulatorenwerke GmbH, Arch Hill Capital N.V. and Arch
Hill Ventures N.V. [Schedules and Exhibits omitted]
25 - Convertible Debenture dated as of October 21, 2005
26 - Stock Purchase Warrant dated as October 21, 2005
12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 2005 ARCH HILL CAPITAL, N.V.
By /s/ H. H. van Andel
______________________________
H. H. van Andel
Chief Executive Officer
13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 2005 ARCH HILL VENTURES, N.V.
By /s/ H. H. van Andel
________________________________
H. H. van Andel
Chief Executive Officer
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 2005 STICHTING GEMEENSCHAPPELIJK
BEZIT LTC
By /s/ H. H. van Andel
_________________________________
H. H. van Andel
Authorized Signatory
15
INDEX TO EXHIBITS
24 - Debt Exchange Agreement, dated as of October 21, 2005 between Lithium
Technology Corporation, GAIA Holding N.V., GAIA Akkumulatorenwerke GmbH,
Arch Hill Capital N.V. and Arch Hill Ventures N.V.
25 - Convertible Debenture dated as of October 21, 2005
26 - Stock Purchase Warrant dated as October 21, 2005
16