UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LITHIUM TECHNOLOGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title and Class of Securities)
536808 30 6
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(CUSIP Number)
Robin T. Johannink
Chairman and Chief Executive Officer
Ilion Technology Corporation
99 South Bedford Street, Suite 2
Burlington, Massachusetts
(781) 685-9108
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 2002
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(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 which 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.
(Continued on following pages)
(Page 1 of 8 Pages)
SCHEDULE 13D
CUSIP NO. 536808 30 6
PAGE 2 OF 8
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ilion Technology Corporation 51-0404049
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 25,500,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
25,500,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
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14 TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 8)
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.01 per share, of Lithium Technology Corporation ("LTC"). The
principal executive offices of LTC are located at 5115 Campus Drive, Plymouth
Meeting, Pennsylvania 19462.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Ilion Technology Corporation, a Delaware
corporation ("Ilion"). Ilion is an energy technology company focused on
research, development, commercialization and production of lithium-ion based
energy storage devices. Its principal executive offices are Royal & Sun
Alliance Centre, Level 23, 48 Shortland Street, Auckland, New Zealand.
Schedule I attached hereto and incorporated herein by reference sets forth
the name, principal occupation and citizenship of each executive officer and
director of Ilion.
During the last five years, neither Ilion, nor to the best of its
respective knowledge, any executive officer or director of Ilion, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Under a termination agreement relating to the restructuring of LTC, on
January 8, 2002, Ilion (i) converted $1,300,000 aggregate principal amount of
convertible promissory notes of LTC into 13,000,000 shares of LTC common stock,
(ii) received warrants to purchase a total of 12,500,000 shares of LTC common
stock and (iii) obtained a technology licensing agreement from LTC. For the
details of these transactions, reference is made to the Termination Agreement
attached hereto as Exhibit 99.1, the Warrant Amendment Agreement attached
hereto as Exhibit 99.2 and the License Agreement attached hereto as Exhibit
99.3.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose of the acquisition is for investment.
(Page 3 of 8)
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number of shares of LTC common stock
outstanding: 64,303,305
Number of shares of LTC common stock owned by Ilion: 13,000,000
Number of shares of LTC common stock subject to
presently exercisable warrants owned by Ilion: 12,500,000
Percent of shares of LTC common stock beneficially
owned by Ilion: 33.2%
To the best of Ilion's knowledge, none of the persons identified on
Schedule I hereto, beneficially own any shares of LTC common stock or
LTC warrants.
(b) Ilion has sole power to vote and dispose the 25,500,000 shares of LTC
common stock to which this Statement relates.
To the best of Ilion's knowledge, none of the persons identified on
Schedule I hereto, beneficially own or share voting or dispositive
power with respect to any shares of LTC common stock.
(c) Under a note purchase and sale agreement relating to the
restructuring of LTC, on January 8, 2002, Ilion sold $3,949,000
aggregate principal amount of convertible promissory notes of LTC to
Arch Hill Capital N.V., a Netherlands company ("Arch Hill Capital") in
a privately negotiated transaction among Ilion, Arch Hill Capital and
LTC, in consideration of all of the aggregate benefits to Ilion
pursuant to the termination agreement described in Item 3, which is
incorporated herein by this reference. Reference is made to the Note
Purchase and Sale Agreement attached hereto as Exhibit 99.4 for the
details of this transaction.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Item 3 of this Statement are incorporated herein by this
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Termination Agreement, dated as of December 31, 2001, by and between
Ilion and LTC.
99.2 Warrant Amendment Agreement, dated as of December 31, 2001, by and
between LTC and Ilion.
99.3 License Agreement, dated as of December 31, 2001, by and between LTC
and Ilion.
(Page 4 of 8)
99.4 Note Purchase and Sale Agreement, dated as of December 31, 2001, by
and between Ilion, Arch Hill Capital and LTC.
(Page 5 of 8)
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this Statement may be
filed on behalf of the undersigned by Ilion Technology Corporation.
January 18, 2002
ILION TECHNOLOGY CORPORATION
By: /s/ Robin T. Johannink
---------------------------
Robin T. Johannink
Chairman and Chief Executive Officer
(Page 6 of 8)
SCHEDULE I
The following table sets forth the name, present principal occupation or
employment of each director and executive officer of Ilion Technology
Corporation.
ILION TECHNOLOGY CORPORATION
Name Present Principal Occupation or Employment
----------------------------- ------------------------------------------
Robin T. Johannink Chairman and Chief Executive Officer
(citizen of New Zealand)
Dr. Denis G. Fauteux Chief Operating Officer and Chief Technology Officer
(citizen of Canada)
Graeme Silbert Chief Financial Officer
(citizen of Australia)
Murray Haszard Director; Managing Director of Aerotrading Ltd.
(citizen of New Zealand)
Rodney Olsen Director
(citizen of Australia)
Thomas R. Thomsen Director
(citizen of USA)
Keith Young Director; Senior Partner of Jones Young
(citizen of New Zealand)
(Page 7 of 8)
EXHIBIT INDEX
No. Description
---- --------------------------------------------------------------------------
99.1 Termination Agreement, dated as of December 31, 2001, by and between
Ilion and LTC.
99.2 Warrant Amendment Agreement, dated as of December 31, 2001, by and
between LTC and Ilion.
99.3 License Agreement, dated as of December 31, 2001, by and between LTC and
Ilion.
99.4 Note Purchase and Sale Agreement, dated as of December 31, 2001, by and
between Ilion, Arch Hill Capital and LTC.
(Page 8 of 8)