As filed with the Securities and Exchange Commission on August 12, 2005

Registration No. 333-127121

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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AMENDMENT NO. 1

TO

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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LITHIUM TECHNOLOGY CORPORATION

(Name of Small Business Issuer in Its Charter)

 

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Delaware		3691		13-3411148
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

 

5115 Campus Drive

Plymouth Meeting, PA 19462

(610) 940-6090

(Address and Telephone Number of Principal Executive Offices)

 

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5115 Campus Drive

Plymouth Meeting, PA 19462

(Address of Principal Place of Business or Intended Principal Place of Business)

 

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Copies to:

 

William F. Hackett		Thomas P. Gallagher, Esq.
Chief Financial Officer		Barbara J. Comly, Esq.
Lithium Technology Corporation		Gallagher, Briody & Butler
5115 Campus Drive		155 Village Boulevard
Plymouth Meeting, PA 19462		Princeton, NJ 08540
(610) 940-6090		(609) 452-6000

(Name, Address and Telephone Number of Agent for Service)

 

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Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

 

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Item 27. EXHIBITS

 

Exhibit Number		Description of Document
3.1		Restated Certificate of Incorporation (1)
5.0		Legal Opinion of Gallagher, Briody & Butler +

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(1)	Incorporated herein by reference to LTC’s Current Report on Form 8-K, dated July 28, 2005.

 

+	Exhibit filed herewith.

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SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in Plymouth Meeting, Pennsylvania, on August 12, 2005.

 

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on the 12th day of August, 2005 by the following persons in the capacities indicated.

 

Signature		Title
/s/ Andrew J. Manning Andrew J. Manning		President, Chief Operating Officer and Director (Principal Executive Officer)
/s/ William F. Hackett William F. Hackett		Chief Financial Officer, Executive Vice President, Treasurer and Director (Principal Financial Officer)
* Ralf Tolksdorf		Director
* David J. Cade		Director
* Stephen F. Hope		Director
* Ralph D. Ketchum		Director
* Arif Maskatia		Director
* Hendrickus Harold van Andel		Director
* Marnix A. Snijder		Director
* John J. McGovern		Director
* Franz J. Kruger		Director

*By:		/s/ Andrew J. Manning
		Attorney-in-Fact