UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1 - ARCH HILL VENTURES N.V.)
(AMENDMENT NO. 4 - ARCH HILL CAPITAL N.V.)
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)
December 13, 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 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).
CUSIP No 536808306
1. Names of Reporting Persons I.R.S. Identification Nos. of above persons
(entities only).
Arch Hill Ventures N.V.
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2. Check the Appropriate box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization The Netherlands
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7. Sole Voting Power
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8. Shared Voting Power 111,340,524
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9. Sole Dispositive Power
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10. Shared Dispositive Power 111,340,524
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11. Aggregate Amount Beneficially Owned By Each Reporting Person 111,340,524
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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) 55.79%
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14. Type of Reporting Person (See Instructions)
CO
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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 63,422,087
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8. Shared Voting Power 111,340,524
-----------------------------------------------------------------------
9. Sole Dispositive Power 63,422,087
-----------------------------------------------------------------------
10. Shared Dispositive Power 111,340,524
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11.Aggregate Amount Beneficially Owned By Each Reporting Person 174,762,611
--------------------------------------------------------------------------------
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) 73.10%
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14. Type of Reporting Person (See Instructions) CO
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This statement on Schedule 13D constitutes Amendment No. 1 to the Schedule 13D
(the "Arch Hill Ventures Amendment") by Arch Hill Ventures N.V. ("Arch Hill
Ventures") and Amendment No. 4 to the Schedule 13D (the "Arch Hill Capital
Amendment") filed by Arch Hill Capital N.V. ("Arch Hill Capital") and amends and
supplements the Schedule 13Ds filed by Arch Hill Capital and Arch Hill Ventures.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented to add the following:
Under a Share Exchange Agreement which closed on December 13, 2002
(the "Second Share Exchange") Arch Hill Ventures acquired in a
private transaction 40,000 shares of Series A Preferred Stock of the
Issuer that are convertible, in the aggregate, into 44,536,210
shares of Issuer Common Stock. The consideration for such preferred
shares were shares of GAIA Holding B.V. ("GAIA Holding") owned by
Arch Hill Ventures constituting 40% of the outstanding shares of
GAIA Holding. GAIA Holding is the beneficial owner of 100% of the
outstanding shares of GAIA Akkumulatorenwerke GmbH ("GAIA"). For a
further description of the Share Exchange see Item 6.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented to add the following:
(a), (b), (e), (f) As described in Item 3 and Item 6, on December 13,
2002 Arch Hill Ventures acquired 40,000 shares of the Issuer's
Preferred Stock that are convertible into 44,536,210 shares of the
Issuer's Common Stock, in exchange for 40% of the outstanding shares
of GAIA Holding owned by Arch Hill Ventures.
(d) See Item 6.
(g) In the Second Share Exchange the Issuer issued to Arch Hill Ventures
40,000 shares of Issuer Series A Preferred Stock. Each share of the
Series A Preferred Stock is convertible at the option of the holder
thereof into 1,113.40524 shares of Issuer common stock at any time
following the authorization and reservation of a sufficient number
of shares of Issuer common stock by all requisite action, including
action by the Issuer's Board of Directors and by the Issuer's
shareholders, to provide for the conversion of all outstanding
shares of Series A Preferred Stock into shares of Issuer common
stock.
Each share of the Series A Preferred Stock will automatically be
converted into 1,113.40524 shares of Issuer common stock one year
following the authorization and reservation of a sufficient number
of shares of Issuer common stock to provide for the conversion of
all outstanding shares of Series A Preferred Stock into shares of
Issuer common stock. The 40,000 shares of Series A Preferred Stock
issued in the Second Share Exchange are convertible, in the
aggregate, into 44,536,210 shares of Issuer common stock.
The shares of Series A Preferred Stock are entitled to vote together
with the
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common stock on all matters submitted to a vote of the holders of
the common stock. On all matters as to which shares of common stock
or shares of Series A Preferred Stock are entitled to vote or
consent, each share of Series A Preferred Stock is entitled to the
number of votes (rounded up to the nearest whole number) that the
common stock into which it is convertible would have if such Series
A Preferred Stock had been so converted into common stock as of the
record date established for determining holders entitled to vote, or
if no such record date is established, as of the time of any vote on
such matters. Each share of Series A Preferred Stock is initially
entitled to the number of votes that 1,114 shares of common stock
would have.
In addition to the voting rights provided above, as long as any
shares of Series A Preferred Stock are outstanding, the affirmative
vote or consent of the holders of two-thirds of the then-outstanding
shares of Series A Preferred Stock, voting as a separate class, will
be required in order for Issuer to:
(i) amend, alter or repeal, whether by merger, consolidation or
otherwise, the terms of the Series A Preferred Stock or any
other provision of Issuer Charter or Bylaws, in any way that
adversely affects any of the powers, designations, preferences
and relative, participating, optional and other special rights
of the Series A Preferred Stock;
(ii) issue any shares of capital stock ranking prior or superior
to, or on parity with, the Series A Preferred Stock; or
(iii) subdivide or otherwise change shares of Series A Preferred
Stock into a different number of shares whether in a merger,
consolidation, combination, recapitalization, reorganization
or otherwise.
The Series A Preferred Stock ranks on a parity with the common stock
as to any dividends, distributions or upon liquidation, dissolution
or winding up, in an amount per share equal to the amount per share
that the shares of common stock into which such Series A Preferred
Stock are convertible would have been entitled to receive if such
Series A Preferred Stock had been so converted into common stock
prior to such distribution.
The issuance of the Series A Preferred Stock by the Issuer to Arch
Hill Ventures may impede the acquisition of control of the Issuer by
any person. The 174,762,611 shares of LTC common stock beneficially
owned by Arch Hill Capital constitutes approximately 73% of the
Issuer's common stock on an as-converted basis. Accordingly, Arch
Hill Capital is a controlling stockholder and is able to control the
outcome of most matters submitted to the Issuer's stockholders for
approval, including the election of the Issuer's directors, any
amendments to the Certificate of Incorporation of the Issuer or a
merger, sale of assets or other significant transaction without the
approval of other stockholders of the Issuer. In addition, Arch Hill
Capital controls a majority of the voting power of GAIA Holding and
GAIA by virtue of its ownership of a controlling interest in the
Issuer. As a result, Arch Hill Capital has an effective veto power
over corporate transactions by the Issuer, GAIA Holding or GAIA
which management or non-control stockholders of such entities might
desire.
The Reporting Person has no plans or proposals which relate to Items
4 (c), (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) Arch Hill Capital is the beneficial owner of 174,762,611
shares of Issuer's Common Stock representing approximately
73.10% of Issuer's Common Stock consisting of (1) 23,932,087
shares of Issuer common stock held by Arch Hill Capital
(issued upon conversion of $1,914,567 of bridge notes held by
Arch Hill Capital at the closing of the First Share Exchange,
(as defined in Item 6)); (2) $3.94 million in principal of
Issuer convertible notes held by Arch Hill Capital convertible
at any time into 39,490,000 shares of Issuer common stock at
$.10 per share (together with the 23,932,087 shares held by
Arch Hill Capital the "Arch Hill Capital Shares"); and (3)
100,000 shares of Issuer's Series A Preferred Stock held by
Arch Hill Ventures (issued in the First Share Exchange and the
Second Share Exchange) which are entitled to 1,114 votes per
share and are convertible into 111,340,524 shares of Issuer's
common stock (the "Arch Hill Ventures Shares").
(ii) Arch Hill Ventures is the beneficial owner of 100,000 shares
of Issuer's Preferred Stock that are convertible, in the
aggregate, into 111,340,524 shares of Issuer's Common Stock
constituting 55.79% of Issuer's outstanding shares.
(b) 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. The Arch Hill Ventures
Shares are owned directly by Arch Hill Ventures. Arch Hill Ventures
has the power to vote and dispose of the Arch Hill Ventures Shares.
Arch Hill Capital controls Arch Hill Ventures and also has the power
to vote and dispose of the Arch Hill Ventures Shares.
(c) In the Second Share Exchange Arch Hill Ventures acquired in a
private transaction 40,000 shares of Series A Preferred Stock of the
Issuer that are convertible, in the aggregate, into 44,536,210
shares of Issuer Common Stock. The consideration for such preferred
shares were shares of GAIA Holding owned by Arch Hill Ventures
constituting 40% of the outstanding shares of GAIA Holding.
Other than as described herein or in a previously filed statement,
Reporting Person did not effect any transaction in the Common Stock
of Issuer during the past sixty days.
(d) and (e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER
Item 6 is hereby amended and supplemented to add the following:
SHARE EXCHANGE
On December 13, 2002 the Issuer and Arch Hill Ventures closed the
Second Share Exchange pursuant to which Issuer acquired 40% of the
outstanding shares of GAIA Holding held by Arch Hill Ventures. As
previously reported, on October 4, 2002, Arch Hill Ventures
transferred to the Issuer shares of GAIA Holding that constitute 60%
of the outstanding shares of GAIA Holding, and the Issuer issued to
Arch Hill Ventures 60,000 shares of Issuer Series A Preferred Stock
that are convertible into 66,804,314 shares of Issuer common stock
(the "First Share Exchange").
As a result of the First Share Exchange and the Second Share
Exchange, the Issuer holds 100% of the outstanding shares of GAIA
Holding which in turn is the beneficial owner of 100% of the
outstanding shares of GAIA.
ISSUER SERIES A PREFERRED STOCK ISSUED IN THE SHARE EXCHANGE
In the Second Share Exchange the Issuer issued to Arch Hill Ventures
40,000 shares of Issuer Series A Preferred Stock. Each share of the
Series A Preferred Stock is convertible at the option of the holder
thereof into 1,113.40524 shares of Issuer common stock at any time
following the authorization and reservation of a sufficient number
of shares of Issuer common stock by all requisite action, including
action by the Issuer's Board of Directors and by the Issuer's
shareholders, to provide for the conversion of all outstanding
shares of Series A Preferred Stock into shares of Issuer common
stock.
Each share of the Series A Preferred Stock will automatically be
converted into 1,113.40524 shares of Issuer common stock one year
following the authorization and reservation of a sufficient number
of shares of Issuer common stock to provide for the conversion of
all outstanding shares of Series A Preferred Stock into shares of
Issuer common stock. The shares of Series A Preferred Stock issued
in the Second Share Exchange are convertible, in the aggregate, into
111,340,524 shares of Issuer common stock.
The shares of Series A Preferred Stock are entitled to vote together
with the common stock on all matters submitted to a vote of the
holders of the common stock. On all matters as to which shares of
common stock or shares of Series A Preferred Stock are entitled to
vote or consent, each share of Series A Preferred Stock is entitled
to the number of votes (rounded up to the nearest whole number) that
the common stock into which it is convertible would have if such
Series A
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Preferred Stock had been so converted into common stock as of the
record date established for determining holders entitled to vote, or
if no such record date is established, as of the time of any vote on
such matters. Each share of Series A Preferred Stock is initially
entitled to the number of votes that 1,114 shares of common stock
would have.
In addition to the voting rights provided above, as long as any
shares of Series A Preferred Stock are outstanding, the affirmative
vote or consent of the holders of two-thirds of the then-outstanding
shares of Series A Preferred Stock, voting as a separate class, will
be required in order for Issuer to:
(i) amend, alter or repeal, whether by merger, consolidation or
otherwise, the terms of the Series A Preferred Stock or any other
provision of Issuer Charter or Bylaws, in any way that adversely
affects any of the powers, designations, preferences and relative,
participating, optional and other special rights of the Series A
Preferred Stock;
(ii) issue any shares of capital stock ranking prior or superior to,
or on parity with, the Series A Preferred Stock; or
(iii) subdivide or otherwise change shares of Series A Preferred
Stock into a different number of shares whether in a merger,
consolidation, combination, recapitalization, reorganization or
otherwise.
The Series A Preferred Stock ranks on a parity with the common stock
as to any dividends, distributions or upon liquidation, dissolution
or winding up, in an amount per share equal to the amount per share
that the shares of common stock into which such Series A Preferred
Stock are convertible would have been entitled to receive if such
Series A Preferred Stock had been so converted into common stock
prior to such distribution.
ISSUER BOARD OF DIRECTORS
On November 26, 2002, the Issuer appointed Dr. Franz J. Kruger
(Chief Executive Officer of GAIA) as President and Chief Operating
Officer of the Issuer. The Issuer's Directors also approved the
expansion of the Board of Directors of the Issuer from five to nine
members and the appointment of the following four additional
directors designated by Arch Hill Ventures under the First Share
Exchange Agreement, as of November 26, 2002: Dr. Franz Kruger, Mr.
Ralf Tolksdolf, the Chief Financial Officer of the Issuer since
November 18, 2002 and Chief Financial Officer of GAIA, Mr. Harry H.
van Andel, Chief Executive Officer of Arch Hill Capital and Dr.
Marnix Snijder, University Professor and International Financial/Tax
Consultant.
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REGISTRATION RIGHTS
Arch Hill Ventures has the following registration rights, at the
Issuer's expense, with respect to the Issuer's common stock issuable
upon conversion of the Series A Preferred Stock issued in the Second
Share Exchange: (i) upon the request of the holders of at least 50%
of the convertible notes or Preferred Stock, one demand
registration, (ii unlimited piggyback rights, and (iii) rights to
register shares in up to three shelf offerings pursuant to Form S-3.
All registration rights will terminate when the underlying common
stock may be sold under Rule 144(k).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented to add the following:
Exhibit 5 - Share Exchange Agreement, dated as of November 25, 2002,
by and between Lithium Technology Corporation and Arch Hill Ventures
N.V. [Schedules omitted]
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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: December 13, 2002 ARCH HILL CAPITAL N.V.
By: /s/ H.H. van Andel
---------------------------------
H. H. van Andel
Chief Executive Officer
Dated: December 13, 2002 ARCH HILL VENTURES N.V.
By: /s/ H.H. van Andel
---------------------------------
H. H. van Andel
Executive Officer
Index to Exhibits
Exhibit 5 - Share Exchange Agreement, dated as of November 25, 2002,
by and between Lithium Technology Corporation and Arch Hill Ventures
N.V. [schedules omitted]
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