SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): November 25, 2002
LITHIUM TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10446 13-3411148
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
5115 Campus Drive, Plymouth Meeting, PA 19462
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 940-6090
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
(A) EXECUTION OF SHARE EXCHANGE AGREEMENT
On November 25, 2002 we signed a Share Exchange Agreement (the "Second Share
Exchange Agreement") which, upon closing, will give us 100% beneficial ownership
interest in the German lithium polymer battery company, GAIA Akkumulatorenwerke
GmbH ("GAIA"). On October 4, 2002, we acquired beneficial ownership of 60% of
GAIA and upon the closing under the Second Share Exchange Agreement, we will
acquire beneficial ownership of the remaining 40% of GAIA. According to the
terms of the Second Share Exchange Agreement, our shares will be issued in
exchange (the "Second Share Exchange") for shares of GAIA Holding B.V. ("GAIA
Holding") that are owned by Arch Hill Ventures N.V. ("Arch Hill Ventures"). GAIA
Holding beneficially owns all of the outstanding shares of GAIA. In the Second
Share Exchange we will issue to Arch Hill Ventures 40,000 shares of LTC
preferred stock convertible into 44,536,210 shares of LTC common stock in
exchange for the 40% equity ownership interest in GAIA Holding.
The Second Share Exchange Agreement contains conditions to the parties'
respective obligations to close the Second Share Exchange, unless waived by the
applicable party, including conditions that (a) there be no material adverse
change in either us or GAIA and (b) each party shall have performed all
covenants required by the Second Share Exchange Agreement and other customary
conditions. It is currently contemplated that the Second Share Exchange will be
consummated on or about December 13, 2002.
The Second Share Exchange Agreement may be terminated by the mutual agreement of
us and Arch Hill Ventures or by either of us if there has been a material breach
of any covenant or if the Second Share Exchange is not completed by December 20,
2002.
After the closing of the Second Share Exchange, we plan to seek stockholder
approval of an increase in the authorized number of shares of LTC common stock
to make available that number of shares of LTC common stock as will be required
for the conversion of outstanding convertible securities, convertible securities
that may be issued as part of a new financing and the preferred stock to be
issued in the Second Share Exchange.
(B) LTC BOARD OF DIRECTORS
On November 26, 2002, the appointment by our Board of Directors of Dr. Franz J.
Kruger (Chief Executive Officer of GAIA) as President and Chief Operating
Officer of LTC, became effective. In a related action, our Board of Directors
approved the expansion of our Board of Directors to nine members and the
appointment of four additional directors, as of November 26, 2002. The four new
directors are: Dr. Franz Kruger, Mr. Ralf Tolksdorf, our Chief Financial Officer
since November 18, 2002 and Chief Financial Officer of GAIA, Mr. Harry H. van
Andel, Chief Executive Officer of Arch Hill Capital N.V. of the Netherlands, and
Dr. Marnix Snijder, University Professor and International Financial/Tax
Consultant.
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Item 7. Exhibits.
10.47 Share Exchange Agreement, dated as of November 25, 2002, by and
between Lithium Technology Corporation and Arch Hill Ventures N.V.
99.11 Press Release dated December 5, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LITHIUM TECHNOLOGY CORPORATION
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(Registrant)
By: /s/ David J. Cade
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David J. Cade
Chairman and Chief Executive Officer
Date: December 5, 2002
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