<PAGE>   1
    As filed with the Securities and Exchange Commission on December 3, 1997
                                                       Registration No. 333-____
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                            ---------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                            ---------------------
                       LITHIUM TECHNOLOGY CORPORATION
             (Exact name of issuer as specified in its charter)

               Delaware                                      13-3411148   
             ------------                                 ----------------
(State or other Jurisdiction of)               (IRS Employer Identification No.)
                               5115 Campus Drive
                          Plymouth Meeting, PA  19462
                    (Address of principal executive offices)

                            (1) Individual Plan with
                           Gallagher, Briody & Butler
                               Partners

                            (2) Individual Plan with
                               Sean O'Shea

                            (3) Individual Plan with
                               Thomas R. Thomsen

                           (Full title of the plans)

                               THOMAS R. THOMSEN
                      Chairman and Chief Executive Officer
                         Lithium Technology Corporation
                               5115 Campus Drive
                          Plymouth Meeting, PA  19462
                    (Name and address of agent for service)

                                 (610) 940-6090
         (Telephone number, including area code, of agent for service)

                            ---------------------
                                  Copy to:
                              THOMAS P. GALLAGHER
                           Gallagher, Briody & Butler
                              212 Carnegie Center
                                   Suite 402
                          Princeton, New Jersey  08540
                                 (609) 452-6000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                        Proposed maximum       Proposed maximum
      Title of securities           Amount to be         offering price       aggregate offering       Amount of
        to be registered             registered            per share                price          registration fee
--------------------------------------------------------------------------------------------------------------------
    <S>                               <C>                    <C>                  <C>                   <C>
          Common Stock,               951,729                $1.21                $1,151,593            $339.72
    par value $.01 per share
====================================================================================================================
</TABLE>

(1)      Estimated pursuant to paragraph (c) of Rule 457 solely for
         the purpose of calculating the registration fee, based upon the
         average of the reported bid and asked price of shares of Common Stock
         on November 28, 1997, as reported on the OTC Bulletin Board.

The shares covered by this Registration Statement are shares granted or to be
granted under the plans described herein.
<PAGE>   2
PROSPECTUS


                         LITHIUM TECHNOLOGY CORPORATION

                                 454,415 SHARES
                                  COMMON STOCK


         This Prospectus is being used in connection with the offering, from
time to time, by certain stockholders  of Lithium Technology Corporation (the
"Company") of 454,415 shares of Common Stock of the Company (the "Shares")
which were issued to a consultant and are to be issued to an executive officer
of the Company (the "Selling Stockholders") pursuant to individual plans
entered into between the Company and the Selling Stockholders.  These persons
may offer these Shares for sale as principals for their own accounts at any
time and from time to time in the over-the-counter market or otherwise at
prices prevailing at the time of sale or in private sales and at prices to be
negotiated.  The Selling Stockholders, upon sale of the Shares, will receive
the entire proceeds from such sale. The Company will not receive any of the
proceeds from the sale of the Shares.

                -----------------------------------------------

THE COMMON STOCK OF THE COMPANY IS LISTED ON THE OTC BULLETIN BOARD UNDER THE
SYMBOL "LITH".
                -----------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                -----------------------------------------------

THESE SECURITIES ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT
BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF HIS/HER ENTIRE INVESTMENT.
SEE "RISK FACTORS" ON PAGES 7 TO 14 OF THIS PROSPECTUS.

                -----------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY PERSON.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE.



                The Date of this Prospectus is December 3, 1997
<PAGE>   3
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                         Page
                                                                                                                         ----
<S>                                                                                                                        <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                                                                                                                        
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                                                                                                                        
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                                                                                                                        
Safe Harbor Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                                                                                                                        
Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                                                                                                                        
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                                                                                                                        
Selling Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                                                                                                                        
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                                                                                                                        
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                                                                                                                        
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
</TABLE>





                                       2
<PAGE>   4
                             AVAILABLE INFORMATION


         The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), for
the registration of the Shares offered hereby.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission.  The reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C.  20549, and at the Commission's
Regional Offices at 7 World Trade Center, New York, New York  10048 and the
Northwestern Atrium Center, 500 West Madison Street, Room 1400, Chicago,
Illinois  60661.  Copies of such material also can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.  In addition, the Commission maintains a Web site
(http://www.sec.gov) that contains certain filed reports, proxy and information
statements and other information regarding the Company.

         This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto.  For further information with
respect to the Company and the Shares, reference is made to the Registration
Statement and the exhibits filed therewith. The Company will provide without
charge to each person who receives this Prospectus upon written or oral request
of such person, a copy of the information that was incorporated by reference in
this Prospectus (not including exhibits to the information that is incorporated
by reference, unless the exhibits themselves are specifically incorporated by
reference).  All such requests should be directed to the Company at 5115 Campus
Drive, Plymouth Meeting, PA 19462, Attention: Secretary, or by telephone at
(610) 940-6090 (ext. 109).  Statements contained in this Prospectus as to the
contents of any document filed as an exhibit to the Registration Statement are
qualified in all respects by reference to the exhibit for a complete statement
of its terms and conditions.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:

         (i)              the Company's Annual Report on Form 10-KSB for the
                          year ended December 31, 1996 (the "Form 10-KSB");

         (ii)             the Company's Quarterly Reports on Form 10-QSB for
                          the quarters ended March 31, 1997, June 30, 1997 and
                          September 30, 1997;

         (iii)            the Company's Current Reports on Form 8-K dated
                          January 14, 1997, February 4, 1997, February 25,
                          1997, March 18, 1997, April 8, 1997, August 21, 1997
                          and September 22, 1997; and

         (iv)             the description of the Common Stock which is
                          contained in the Company's Form 8-A Registration
                          Statement filed with the Commission on January 24,
                          1990, including any amendments or reports filed for
                          the purpose of updating such description.





                                       3
<PAGE>   5
         All documents and reports subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Shares shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents or reports.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any  such statement so modified or superseded, except as so
modified or superseded, shall not be deemed to constitute a part of this
Prospectus.

                                  THE COMPANY

         Lithium Technology Corporation ("LTC") together with its wholly-owned
subsidiary, Lithion Corporation ("Lithion"), collectively referred to as the
"Company", is an advanced development stage company in the process of
commercializing a unique, solid-state, lithium-polymer rechargeable battery.
The Company is engaged in research and development activities to further
develop and exploit this battery technology and also holds various patents
relating to such batteries.  The Company believes that its battery technology,
which is currently in the prototype development phase, is capable of providing
up to four times the performance of current rechargeable batteries.  The
Company's objective is the commercialization of such technology, inclusive of
moving from laboratory scale product prototypes and related demonstration
manufacturing processes to full scale market introduction, achieving cost
competitiveness, and constructing a large scale manufacturing facility.  The
Company's commercialization focus is on the rapidly growing portable
electronics market segment (notebook and palmtop computers and wireless
communications devices).  The Company's patented and proprietary composite cell
construction and low-cost manufacturing process are equally applicable to
lithium metal polymer technology or lithium-ion polymer technology.  The
Company intends to pursue both chemistries for specific portable electronics
applications.

         The Company has generated no revenues and has no commercial operations
to date.  The Company has been unprofitable since inception and expects to
incur substantial additional operating losses over the next several years.  The
Company does not expect to generate any sales in commercial quantities in the
near term.

         The challenge facing the Company is the commercialization of its
battery product.  Commercialization is the process by which the Company will
move from laboratory-scale product prototypes and related manufacturing
processes to the construction of a manufacturing plant for full-scale market
introduction.

         The Company's strategy is to commercialize its solid-state,
lithium-polymer, rechargeable battery with primary focus on high performance
portable electronic products (notebook computers and wireless communications
devices).  These market segments are large, growing rapidly, and demand high
performance batteries with a thin, flat form factor and long run times.  There
can be no assurance, however, that the Company will be able to achieve the
technological breakthroughs that will be necessary in order to ultimately
achieve commercialization and/or obtain financings or generate revenues in
order to sustain the Company's on-going research and development phase or to
undertake the design and construction of the Demonstration Manufacturing
Facility (DMF) discussed herein and other manufacturing-related facilities.

         The Company's development and commercialization plan currently has the
following milestones:

         (i)     hand-made cell samples tested by potential strategic partners
in 1995 (accomplished);

         (ii)    installation of a Demonstration Manufacturing Facility (DMF)
continuous flow coating and laminating unit in first quarter of 1996
(accomplished);

         (iii)   upgrade of the DMF and distribution of DMF-made lithium-ion
polymer cell samples to selected Original Equipment Manufacturers (OEMs)
customers in early 1997 (accomplished);





                                       4
<PAGE>   6
         (iv)    distribution of prototype battery packs to selected OEMs in
late 1997;

         (v)     initial commercial production of hand assembled battery packs
using DMF-made cells for OEMs in early 1998, ramping up to 20,000 notebook
computer batteries per month and generating sales of $6 million in 1998;

         (vi)    installation of a pilot manufacturing facility in early 1998;

         (vii)   expansion of the pilot manufacturing facility in late 1998 by
automating the backend assembly;  and

         (viii)  construction of a second tier manufacturing capability once
market demand exceeds initial manufacturing capacity.

         The Company estimates that completion of phases (iv) through (vii)
through the end of 1998 will cost approximately $22 million in capital
expenditures and operating costs.  There can be no assurances that the Company
will meet these development milestones on the time schedule outlined above.

         As indicated above, during March 1996, a continuous flow
coating/laminating line -- referred to as the Demonstration Manufacturing
Facility (DMF) -- was installed by the Company.  This line is being used to
further define the Company's manufacturing technology, to sharpen manufacturing
cost estimates, and then serve as the initial production facility for battery
cells which will be manually assembled into battery packs for Original
Equipment Manufacturer (OEM) customers.  Thereafter, based on design data
obtained from the DMF, the Company must successfully construct a larger pilot
manufacturing line reflecting the cost, quality, reliability, and performance
required for the various target market applications.  It is anticipated that
the pilot manufacturing line and associated equipment will cost approximately
$7.5 million to construct in the 1998 time frame.  The pilot manufacturing
line, according to the Company's current strategy, will be located within the
Company's existing facility in Plymouth Meeting, Pennsylvania.  Construction of
the pilot manufacturing line will require approximately 12 months.  Ultimately,
the pilot manufacturing line would be replaced with a larger scale second tier
manufacturing line housed in the Company's existing facility, which could be
expanded if necessary.  During the next twelve months after the date hereof,
the Company expects to incur expenses of approximately $2 million for the
purchase of equipment based on the Company's current strategies and subject to
the uncertainties discussed herein and the availability of capital.  The
Company intends to finance the overall estimated $22 million total capital
equipment and operating expense required to bring the Company to the initial
commercial production stage at approximately the end of 1998 (which $22 million
includes the aforementioned estimated $7.5 million cost of the pilot
manufacturing facility and $2 million for equipment purchases) by means of
private and/or public equity or debt financings during the next two years.

         The Company does not currently have sufficient cash to achieve all its
development and production objectives, including the 1998 installation of the
pilot manufacturing line and repayment of long term liabilities if not
converted to equity and $2 million for equipment purchases.  The Company
believes that as of September 30, 1997 it has sufficient capital resources to
meet the Company's  operational needs and satisfy the Company's obligations
through approximately June 1999 based on the Company's current strategies and
subject to the uncertainties discussed herein. In order to raise sufficient
capital for its future growth, and repayment of long term liabilities if not
converted to equity, the Company will be required to sell additional debt or
equity securities.  Such new capital is planned to be sought from several
sources, including strategic partners, although the Company has no commitments
for new capital as of the date hereof.

         The Company is a corporation organized under the laws of the State of
Delaware on December 28, 1995.  The Company's predecessor -- Lithium Technology
Corporation (a Nevada corporation) -- merged with and into the Company in a
reincorporation merger that became effective on February 8, 1996.  The
principal executive office of the Company is located at 5115 Campus Drive,
Plymouth Meeting, PA 19462 and its telephone number is (610) 940-6090.





                                       5
<PAGE>   7
                             SAFE HARBOR STATEMENT

         The Private Securities Litigation Reform Act of 1995 provides a new
"safe harbor" for certain forward-looking statements.  Statements contained in
this Prospectus that are not historical facts are forward looking statements
that involve risks and uncertainties that could cause actual results to differ
materially from those stated in the forward-looking statements.  Factors that
could cause actual results to differ materially include, among others:  general
economic conditions, changes in laws and government regulations, the Company's
ability to complete the commercialization of its battery technology, the
Company's ability to successfully raise sufficient capital and the market
acceptance of the Company's batteries.





                                       6
<PAGE>   8
                                  RISK FACTORS


         THE SHARES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK.  AN INVESTMENT IN THE COMPANY IS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD
TO SUSTAIN THE LOSS OF THEIR ENTIRE INVESTMENT.  PROSPECTIVE INVESTORS, PRIOR
TO MAKING AN INVESTMENT DECISION, SHOULD CAREFULLY CONSIDER, ALONG WITH OTHER
MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS.  THERE IS NO ASSURANCE
THAT THE PROPOSED BUSINESS OF THE COMPANY DESCRIBED HEREIN WILL BE COMMERCIALLY
VIABLE.  IN ADDITION, ACTUAL RESULTS OF THE DEVELOPMENT ACTIVITIES,
TECHNOLOGICAL DEVELOPMENTS, MARKET AND COMPETITIVE CONDITIONS, RESULTS OF
OPERATIONS AND OTHER FACTORS MAY REQUIRE SIGNIFICANT MODIFICATIONS OF ALL OR
PART OF THE PROPOSED BUSINESS.  INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING:

         COMPANY IS AT AN EARLY STAGE OF DEVELOPMENT.  The Company currently
has no commercial products available for sale.  The Company has generated no
revenues and has no commercial operations to date.  The Company has been
unprofitable since inception and expects to incur substantial additional
operating losses over the next few years.  The Company does not expect to
generate any sales in commercial quantities in the near term.  No assurance can
be given that the Company will be able to complete development, engineering or
commercialization successfully, or that the Company will be able to develop
products for commercial sale or that, if developed, they can be produced in
commercial quantities or at acceptable costs or be successfully marketed.  The
likelihood of the Company's future success must be considered in light of the
risks, expenses, difficulties and delays frequently encountered in connection
with the operation and development of a relatively early stage business and
development activities generally.

         OBSTACLES TO DEVELOPMENT OF COMMERCIAL PRODUCTS.  There can be no
assurance that the Company will be able to achieve the technological
breakthroughs that will be necessary in order to ultimately achieve
commercialization and/or obtain financings or generate revenues in order to
sustain the Company's on-going research and development phase or to undertake
the design and construction of the Demonstration Manufacturing Facility
discussed herein and other manufacturing-related facilities.

         The Company does not currently have sufficient cash to achieve all its
development and production objectives, including the 1998 installation of the
pilot manufacturing line and repayment of long term liabilities if not
converted to equity and $2 million for equipment purchases.  In order to raise
sufficient capital for its future growth, and repayment of long term
liabilities if not converted to equity, the Company will be required to sell
additional debt or equity securities.  In addition, there can be no assurance
that the Company will be able to meet the technological objectives and/or
satisfy the capital requirements that the Company believes are necessary to
convert battery technology into successful commercial products.  There can be
no assurance that the Company's products will generate any revenues, will not
encounter technical problems when used, will be successfully marketed, will be
produced at a competitive cost, or will achieve customer acceptance or, if
commercial products are developed and revenues produced, that the Company will
be profitable.  The likelihood of the success of the Company must be weighed
against the problems, expenses, difficulties, complications and delays
frequently encountered in developing and marketing a new product.

         NEED FOR ADDITIONAL CAPITAL; UNCERTAINTY OF ADDITIONAL FUNDING.  While
the Company's operating plan seeks to minimize the Company's capital
requirements, commercialization of the Company's battery technology will
require substantial amounts of additional capital.  Subject to the availability
of necessary capital, the Company expects that research and development and
production expenses will increase significantly as it continues to advance its
battery technology and develop products for commercial applications.  The
Company's working capital and capital requirements will depend upon numerous
factors, including, without limitation, the progress of the Company's





                                       7
<PAGE>   9
research and development program, the levels and resources that the Company
devotes to the development of manufacturing and marketing capability,
technological advances, the status of competitors, the Company's continuing
compliance with the conditions contained in the September 22, 1997 Note
Purchase Agreement described herein, and the ability of the Company to
establish collaborative arrangements with other companies to provide research
and development funding to the Company and to manufacture and market the
Company's products.

         The Company believes that it has sufficient capital resources to meet
the Company's needs and satisfy the Company's obligations through approximately
June 1999 based on the Company's current operational strategies and subject to
the uncertainties discussed herein.  The Company does not currently have
sufficient cash to achieve all its development and production objectives,
including the 1998 installation of the pilot manufacturing line and repayment
of long-term liabilities.  In order to raise sufficient capital for its future
growth and repayment of the September 22, 1997 Convertible Notes described
herein, the Company will be required to sell additional debt or equity
securities.  Such new capital is planned to be sought from several sources,
including strategic partners, although the Company has no commitments for new
capital as of the date hereof.  Such  additional capital for its activities
beyond 1997, which may result in further dilution to the Company's existing
stockholders.  There can be no assurances that additional capital will be
available to the Company on a timely basis or on acceptable terms.  If the
Company is unable to raise sufficient capital, it will be forced to curtail
research and development expenditures which, in turn, will delay, and could
prevent, the completion of the commercialization process.

         HISTORY OF LOSSES.  The Company has generated no revenues and has no
commercial operations to date.  The Company has been unprofitable since
inception and expects to incur substantial additional operating losses  over
the next several years.  The Company does not expect to generate any sales in
commercial quantities in the near term.  The Company's aggregate accumulated
net loss from the date of inception to September 30, 1997 is $23,257,000.  The
Company spent approximately $4,627,000  on research and development activities
from the date of inception to September 30, 1997.  The Company expects to incur
substantial additional losses because of the research and development expenses
necessary for the development of a commercially feasible rechargeable
lithium-polymer battery.

         RISK OF NEW PRODUCTS AND TECHNOLOGIES; PRODUCT LIABILITY.  The
proposed marketing of the Company's proposed products have inherent risks.
Even if a proposed product is successfully developed, manufactured and
marketed, the occurrence of warranty liability and/or product liability, or
retraction of market acceptance due to failure of a proposed product or failure
of such product to meet expectations could prevent the Company from ever
becoming profitable.  Failure of a proposed product to operate as expected
could lead to potential liability suits.  The Company does not currently have
product liability insurance.  The Company intends to obtain appropriate product
liability insurance at the point in time when the Company places products in
distributor or end-user applications.  Development of new technologies for
manufacture is frequently subject to unforeseen expenses, difficulties and
complications and in some cases such development cannot be accomplished.

         TIME LAPSE FROM START OF OPERATIONS TO COMMERCIAL SALES.  There will
be a period of time before any product resulting from the Company's development
efforts can be commercially marketed, sold and delivered.  There can be no
assurances as to when, if ever, the proposed products can be commercially
marketed, sold and delivered.  In addition, because of such development period
and other potential delays, other companies may develop and commence production
of similar products prior to the Company commencing commercial production.

         COMPANY'S MANUFACTURING EXPERIENCE IS LIMITED; DEPENDENCE ON
SUPPLIERS.  The Company currently has no capacity for, or experience in,
manufacturing lithium-polymer rechargeable batteries in commercial quantities.
In order for the Company to be successful in the commercial market, its
products must be manufactured to meet high quality standards in commercial
quantities at competitive prices.  The development of such manufacturing
technology and processes will require extensive lead times and the commitment
of significant financial and engineering resources of the Company and others.
There can be no assurance that the Company will successfully develop this
technology or these processes or obtain access to these resources.  Moreover,
there can be no assurance that the Company will be able to successfully
implement the quality control measures necessary for commercial manufacturing.





                                       8
<PAGE>   10
         There is no assurance fully committed sources of supply can be located
or that they will provide sufficient supplies at a reasonable cost for the
proposed products.  Even if an acceptable supplier can be found, termination of
the services of such supplier could result in interruptions of the ability to
manufacture the products until an alternative source can be secured.  The
Company will thus be dependent on third parties in order to timely manufacture
the proposed products in sufficient quantities, at the required specifications,
and at low enough prices to meet the Company's proposed sales prices for its
proposed products.

         MARKET ACCEPTANCE.  To be successful, the Company's batteries must
gain broad market acceptance.  There can be no assurance that such market
acceptance will be achieved or sustained.  In addition, the Company's
lithium-polymer batteries can best be optimized when configured to the
requirements of each application.  To determine such requirements, the Company
will be dependent upon OEMS in the portable consumer electronics and
telecommunications markets into whose products the Company's batteries will be
incorporated.  No assurances can be given that the Company will receive
adequate assistance from OEMs to successfully commercialize its products.
Furthermore, no assurances can be given that the perceived safety risks
associated with lithium will not impede acceptance of the Company's batteries
by OEMs or end users.

         COMPANY IS DEPENDENT ON PATENTS AND PROPRIETARY RIGHTS.  The Company's
ability to compete effectively will depend on its ability to maintain the
proprietary nature of its technology and manufacturing processes through a
combination of patent and trade secret protection, non-disclosure agreements
and licensing agreements.  The Company currently holds 22 U.S. patents and
three foreign patents covering key elements of its technology.  In addition,
the Company has patent applications pending in the United States and in foreign
countries, including the European Community and Japan.  The Company intends to
continue to file patent applications covering important features of its
technology.  There can be no assurance, however, that patents will issue from
any of these pending applications or, if patents issue, that the claims allowed
will be sufficiently broad to protect the Company's technology, or that issued
patents will not be challenged or invalidated or that any of its issued patents
will afford protection against a competitor.  Litigation, or participation in
administrative proceedings, may be necessary to protect the Company's patent
position.  Such litigation can be costly and time consuming and there can be no
assurance that the Company would be successful if such litigation were
instituted.  The invalidation of patents owned by or licensed to the Company
could have a material adverse effect on the Company.  In addition, patent
applications filed in foreign countries are subject to laws, rules and
procedures that differ from those of the United States.  Thus, there can be no
assurance that foreign patent applications related to patents issued in the
United States will be granted.  Furthermore, even if these patent applications
are granted, some foreign countries provide significantly less patent
protection than the United States.  In the absence of patent protection, and
despite the Company's reliance upon its proprietary confidential information,
competitors of the Company may be able to use innovations similar to those used
by the Company to design and manufacture products directly competitive with the
Company's lithium-polymer rechargeable batteries.  In addition, no assurance
can be given that patents issued to the Company will not be infringed upon or
designed around by others or that others will not obtain patents that the
Company will need to license or design around.  Moreover, to the extent any of
the Company's products are covered by third party patents, development and
marketing of such products by the Company could require a license under such
patents.

         Despite the Company's efforts to safeguard and maintain its
proprietary rights, there can be no assurance that the Company will be
successful in doing so.  While the Company believes its patents to be unique
from those of its competitors, competition in lithium battery research and
development is intense, and there can be no assurance that the Company's
competitors will not independently develop or patent technologies that are
substantially equivalent or superior to the Company's technology.  Moreover, if
the issues were to be placed before a court, the Company cannot be certain that
such a court would determine that the Company was the first creator of
inventions covered by its issued patents or pending patent applications or that
it was the first to file patent applications for such inventions.  If the
Company is found to be infringing third party patents, there can be no
assurance that it will be able to obtain the required licenses from the holders
of such patents on acceptable terms, if at all.  Failure of the Company to
obtain necessary licenses could result in delays in the introduction of the
Company's lithium-polymer rechargeable battery and in costly attempts to design
around such patents, or could foreclose the development, manufacture or sale of
the Company's products.  The Company could also incur substantial costs in
defending itself in patent infringement suits brought by others and in
prosecuting patent infringement suits against infringers.





                                       9
<PAGE>   11
         The Company also relies on trade secrets and proprietary know-how that
it seeks to protect, in part, through non-disclosure and confidentiality
agreements with its employees, consultants, strategic partners and potential
strategic partners.  There can be no assurance that these agreements will not
be breached, that the Company would have adequate remedies for any breach or
that the Company's trade secrets will not otherwise become known or be
independently developed by competitors.

         GOVERNMENT REGULATIONS, SAFETY, ENVIRONMENTAL COMPLIANCE.  The
Company's products incorporate lithium, which is known to cause explosions and
fires if not properly handled.  Although the Company believes that its
batteries do not present safety risks, there can be no assurance that safety
problems will not develop in the future.  The Company intends to incorporate
safety policies in its manufacturing processes designed to minimize safety
risks, although there can be no assurance that an accident in its facilities
will not occur.  Any accident, whether occasioned by the use of a battery or
the Company's manufacturing operations, could result in significant production
delays or claims for damages resulting from injuries, which would adversely
affect the Company's operations and financial condition.

         Prior to the commercial introduction of the Company's batteries into a
number of markets, the Company will seek to obtain approval of its products by
one or more of the organizations engaged in testing product safety, such as
Underwriters Laboratories.  Such approvals could require significant time and
resources from the Company's technical staff and, if redesign were necessary,
result in a delay in the introduction of the Company's products.

         Pursuant to the regulations of the United States Department of
Transportation ("DOT"), a permit is required to transport lithium across state
lines.  The International Air Transport Association ("IATA") similarly
regulates the international shipment of lithium.  Although the Company believes
that DOT has granted permits for, and IATA has allowed, the transport of
rechargeable lithium-based batteries to be shipped or used by the general
public, there can be no assurance that DOT or IATA will grant such a permit to
the Company or that changes in such regulations, or in their enforcement, will
not impose costly requirements or otherwise impede the transport of lithium.
In addition, the DOT and IATA approval processes will require significant time
and resources from the Company's technical staff and if redesign were
necessary, could delay the introduction of the Company's products.

         Various regulatory agencies will have jurisdiction over the operation
of any manufacturing facilities established by the Company.  Because of the
risks generally associated with the use of lithium, the Company expects
rigorous enforcement.  No assurance can be given that the Company will not
encounter any difficulties in complying with applicable health and safety
regulations.

         Federal, state and local regulations impose various environmental
controls on the storage, use and disposal of certain chemicals and metals used
in the manufacture of lithium-polymer batteries.  Although the Company believes
its activities will conform to current environmental regulations, there can be
no assurances that changes in such regulations will not impose costly equipment
or other requirements.  Any failure by the Company to adequately control the
discharge of hazardous wastes could also subject it to future liabilities.

         COMPETITION; TECHNOLOGICAL OBSOLESCENCE.  Competition in the battery
industry is intense with a large number of companies offering or seeking to
develop technology and products similar to those of the Company.  The industry
consists of development stage companies and major domestic and international
companies, many of which have financial, technical, marketing, sales,
manufacturing, distribution and other resources significantly greater than
those of the Company.  There can be no assurance that the Company will be
successful in competing with such entities.  Furthermore, there can be no
assurance that competitors will not succeed in developing products or
technologies that would render the Company's technology and products obsolete
or in obtaining market acceptance of products more rapidly than the Company.





                                       10
<PAGE>   12
         DEPENDENCE ON KEY PERSONNEL.  The Company's success will to a large
degree be dependent on its ability to retain the services of its key executives
and research scientists, in particular, the services of Thomas R. Thomsen (the
Chief Executive Officer of the Company), David Cade (the President and Chief
Operating Officer), and Dr. George Ferment (the Executive Vice President of
Operations and Chief Technical Officer).  Loss of the services of Mr. Thomsen,
Mr. Cade or Dr. Ferment or any key executives or research scientists could have
a material adverse effect upon the ability of the Company to commercialize the
rechargeable battery technology or to develop its business.  The Company
currently has no "key-man" life insurance.  The Company's success will, to a
large degree, be dependent on its ability to retain the services of its key
executives and research scientists.  The ability of the Company to pursue
effectively its business strategy will also depend upon, among other factors,
the successful recruitment and retention of additional highly skilled and
experienced managerial, marketing, engineering and technical personnel.  There
can be no assurance that the Company will be able to retain or recruit such
personnel.

         RISKS RELATING TO GROWTH AND EXPANSION.  Rapid growth of the Company's
business may significantly strain the Company's management, operational and
technical resources.  If the Company is successful in obtaining rapid market
penetration of its products, the Company will be required to deliver large
volumes of quality products to its customers on a timely basis at a reasonable
cost to those customers.  The Company has no experience in delivering large
volumes of its rechargeable batteries or in manufacturing commercial quantities
of rechargeable batteries.  There can be no assurance, however, that the
Company's business will achieve rapid growth or that its efforts to expand its
manufacturing and quality control activities will be successful or that it will
be able to satisfy commercial scale production requirements on a timely and
cost-effective basis.  The Company will also be required to continue to improve
its operational, management and financial systems and controls.  Failure to
manage growth effectively could have an adverse effect on the business of the
Company.

         PENDING LITIGATION.  In August 1996, civil actions were commenced
against the Company by a former director of the Company, and by the Company's
former legal counsel.  The former director's complaint seeks monetary damages
amounting to approximately $4,500,000 and specific performance of registration
rights of certain warrants of the Company that have not been registered and to
which he claims entitlement.  The Company has declared such warrants and
related documents void.  The complaint of the Company's former counsel alleges
non-payment of legal fees for services rendered.  The Company has included the
unpaid legal fees in accounts payable, however, it believes these actions to be
without merit and intends to vigorously defend both actions.  Accordingly, the
Company has filed its own lawsuit against the former counsel alleging fraud,
legal malpractice and conflict of interest flowing from the fraudulent issuance
of the aforementioned warrants.  In addition, the complaint alleges violations
of federal securities laws, the Racketeering Influenced and Corrupt
Organization Act ("RICO") and fiduciary duties owed by counsel to the Company.
The complaint also includes similar allegations against the former director,
flowing from the fraudulent issuance of warrants to him.

         LACK OF DIVIDENDS.  The Company has never paid a cash dividend on any
class of its capital stock and does not anticipate paying any dividends in the
foreseeable future.  It is anticipated that future earnings, if any, will be
retained to finance the development and expansion of the Company's business.

         TRADING AND VOLATILITY OF COMMON STOCK.  The outstanding shares of the
Common Stock of the Company are quoted only on the OTC Bulletin Board, and on
November 24, 1997, the closing bid price was $1.29 per share and the closing
ask price was $1.31 per share.  There can be no assurance that the existing
market for the Company's Common Stock will be maintained or that the holders of
Common Stock will be able to sell the Common Stock should they so desire.

         The market price of the Common Stock has fluctuated significantly
since January 1, 1994 and may continue to be highly volatile.  Factors such as
delays by the Company in achieving development goals, inability of the Company
to commercialize or manufacture its products, fluctuation in the Company's
operating results, changes in earnings estimates by analysts, announcements of
technological innovations or new products by the Company or its competitors,
perceived changes in the markets for various OEM applications incorporating the
Company's products,





                                       11
<PAGE>   13
the announcement or termination of relationships with strategic alliance
partners or OEMs, and general market conditions may cause significant
fluctuations in the market price of the Common Stock.  The market prices of the
stock of many high technology companies have fluctuated substantially, often
unrelated to the operating or research and development performance of the
specific companies.  Such market fluctuations could adversely affect the market
price for the Company's Common Stock.

         CONTROL BY EXISTING SHAREHOLDERS.  The existing officers and directors
of the Company as of November 19, 1997 controlled approximately 19.89% of the
outstanding Common Stock (including shares that may be acquired upon the
exercise of options that are exercisable or will become exercisable within 60
days).  As a result, they will be able to exert significant influence on the
Company. In addition, one shareholder beneficially owns  approximately 9.9% of
the outstanding Common Stock (including shares that may be obtained upon the
exercise of Warrants that are exercisable or could become exercisable within 60
days) and another shareholder beneficially owns approximately 4.2% of the
outstanding Common Stock (excluding approximately 540,000 shares covered by a
voting proxy granted by such shareholder to two of the Company's officers).  As
a result, such shareholders may be able to exert significant influence on the
Company.

         POTENTIAL DILUTION, CHANGE-IN-CONTROL AND SIGNIFICANT LEVERAGE OF THE
COMPANY IN CONNECTION WITH OUTSTANDING CONVERTIBLE NOTES.  In October 1996, the
Company sold $1.75 million principal amount of Convertible Notes, $1,505,000 of
which were outstanding as of September 30, 1997.  The Company did not repay the
$1.75 million principal of the Convertible Notes on the original March 24, 1997
maturity date and, accordingly, pursuant to the terms of the Convertible Note
Agreements, the Company and the Convertible Note Purchasers placed in escrow an
additional 6,201,550 shares of the Company's Common Stock, 6,043,550 of which
were held in escrow as of September 30, 1997 (the "Escrowed Shares").  The
Escrowed Shares are not considered to be issued and outstanding securities
pending actual payment for such shares.  On August 18, 1997, the Company and
the Convertible Note Purchasers agreed to a change in the certain terms of the
Convertible Notes including the following; (i)  the Convertible Note Purchasers
will be permitted to sell certain quantities of the Escrowed Shares at then
current market prices, the proceeds of which will be deemed to reduce the
outstanding principal amount owed on the Convertible Notes; (ii) once the
principal amount of the Convertible Notes is repaid either through sales of the
Escrowed Shares or by the Company's repayment of the Convertible Notes, 12.5%
of any remaining Escrowed Shares will be delivered to the Convertible Note
Purchasers, and the remaining 87.5% will be retired by the Company (subject to
adjustment depending on the occurrence of certain events); (iii) the
Convertible Notes may be prepaid by the Company, provided that the Company
issue 250,000 of the Escrowed Shares to the Convertible Note Purchasers; and
(iv) certain weekly issuances of shares of the Company's Common Stock.  The
amendments to the Convertible Notes also provide that if the Convertible Note
Purchasers' resale exemption from registration is not available due to a change
in the law, then the Company must  file a registration statement with the
Securities and Exchange Commission covering shares of the Company's Common
Stock held by the Convertible Note Purchasers.

         On September 22, 1997, the Company entered into a Senior Secured
Convertible Note Purchase Agreement (the "Note Purchase Agreement") for the
sale of $5.5 million of the Company's Senior Secured Convertible Notes (the
"Senior Notes"), which proceeds will be disbursed to the Company over a ten
month period.  Interest accrues at 8.5% and is payable, at the Company's
election in cash or the Company's Common Stock.  The principal of the Notes is
payable on or before July 1, 2002.  The Senior Notes are convertible into the
Company's Common Stock at a conversion price of $.28 per share.  The holders of
the Senior Notes have two demand registration rights and "piggyback"
registration rights, subject to conditions set forth in the Note Purchase
Agreement.

         All assets of the Company are pledged as security for the Senior
Notes.  The Senior Notes are secured by a first priority security interest in
favor of the Senior Noteholder as to substantially all of the Company's assets
other than the Company's intellectual property.  The Company's obligations
under the Senior Notes are guaranteed by the Company's subsidiary, Lithion
Corporation, and the Company pledged its interest in the shares of the Lithion
Corporation as security for repayment of the Senior Notes.





                                       12
<PAGE>   14
         The number of shares which may be issued to the holders of the
Convertible Notes and the Senior Notes could be approximately 21.1 million
shares of Common Stock, assuming conversion in full of the Convertible Notes
and the Senior Notes without giving effect to any antidilution provisions.  As
of November 10, 1997, the Company had 18,947,138 shares of Common Stock
outstanding.  Accordingly, the issuance of such a significant number of
additional shares to the holders of the Convertible Notes and the Senior Notes
would result in a change in control of the Company.  In addition, as a result
of such issuance the stockholders of the Company may incur a substantial
dilution of their equity interest.

         As a result of the issuance of the Convertible Notes and the Senior
Notes, the Company has, and will continue to have, significant debt service
obligations.  In order to repay the Convertible Notes and the Senior Notes, the
Company will be required to sell additional debt or equity securities.  The
degree to which the Company is leveraged could have important consequences to
shareholders of the Company, including the following:  (i) the Company's
ability to obtain additional financing in the future for repayment of
indebtedness, working capital, capital expenditures, general corporate purposes
or other purposes may be impaired; (ii) a substantial portion of the Company's
cash flow from operations must be dedicated to the payment of principal and
interest on its indebtedness, thereby reducing the funds available to the
Company for its operations; and (iii) if the Company should default the Senior
Noteholder could foreclose on substantially all of the Company's assets other
than the Company's intellectual property.

         In order to raise sufficient capital for its future growth and
repayment of the September 22, 1997 Convertible Notes described herein, the
Company will be required to sell additional debt or equity securities.    There
can be no assurance that the Company's will be able to raise such capital or
will be able to meet all of its obligations under its indebtedness.

         POTENTIAL DILUTION FROM SHARES ISSUABLE UPON EXERCISE OF OUTSTANDING
OPTIONS AND WARRANTS.  At September 30, 1997, there were outstanding stock
options to purchase an aggregate of 1,726,000 shares of common stock at
exercise prices ranging from $0.501 to $2.56 per share.  Of this amount,
options to purchase 1,378,000 shares were exercisable as of such date.
Additionally, at September 30, 1997, there were outstanding warrants to
purchase 3,940,000 shares of common stock at exercise prices ranging from $0.40
to $3.60 per share, including approximately 987,000 warrants issuable pursuant
to anti-dilution provisions of existing warrant agreements primarily from the
sale of the Senior Notes.  Of the warrants outstanding, 3,940,000 are
immediately exercisable.  To the extent that the outstanding stock options and
warrants are exercised, substantial additional dilution to the interests of the
Company's stockholders will occur.  Moreover, the terms upon which the Company
will be able to obtain additional equity capital may be adversely affected
since the holders of such outstanding securities can be expected to exercise
them at a time when the Company would, in all likelihood, be able to obtain any
needed capital on terms more favorable to the Company than those provided in
the outstanding options or warrants.  As noted above, the Company plans to
proceed in raising additional capital through private placement of its equity
securities and possible corporate alliances, either or both of which are likely
to result in further dilution to the Company's existing stockholders.

         SHARES ELIGIBLE FOR FUTURE SALES.  Of the 17,759,000 shares of Common
Stock outstanding as of September 30, 1997, approximately 7.2 million shares
are "restricted securities" as defined by Rule 144, a substantial number of
which the Company believes are currently eligible for resale under Rule 144.
The restricted securities may be resold in the future only pursuant to
registration under the Securities Act, an exemption from the registration
provisions of the Securities Act, or pursuant to Rule 144.  The sale of
restricted shares under Rule 144  or otherwise, may have a depressive effect on
the market price of the Common Stock, and such sales, if substantial, might
also adversely affect the Company's ability to raise additional capital.





                                       13
<PAGE>   15
         POTENTIAL ANTI-TAKEOVER EFFECT OF AUTHORIZED PREFERRED STOCK.  The
Company is authorized to issue 100,000 shares of $0.01 par value preferred
stock with the rights, preferences, privileges and restrictions thereof to be
determined by the Board of Directors of the Company.  Preferred Stock can thus
be issued without the vote of the holders of Common Stock.  Rights could be
granted to the holders of preferred stock which could reduce the attractiveness
of the Company as a potential takeover target, make the removal of management
more difficult, or adversely impact the rights of holders of Common Stock.  No
preferred stock is currently outstanding, and the Company has no present plans
for the issuance thereof of any shares of preferred stock.

                                USE OF PROCEEDS

           The Company will not receive any of the proceeds from the sale of
Shares being sold by the Selling Stockholders.





                                       14
<PAGE>   16
                              SELLING STOCKHOLDERS


         The following table lists the Selling Stockholders with respect to the
Shares being offered hereunder which have been or will be acquired by the
Selling Stockholders under the Individual Plans.  The table sets forth
information with respect to the number of shares of Common Stock beneficially
owned by each as of November 19, 1997; the number of shares to be offered
pursuant to this Prospectus; and the percentage of outstanding shares of Common
Stock to be beneficially owned by each after the sale of the Shares hereby.


<TABLE>
<CAPTION>
====================================================================================================================
                                                                                          Number of Shares
                                                                                      Beneficially Owned Upon
                                                                                     Completion of the Offering
--------------------------------------------------------------------------------------------------------------------
                                    Number of Shares
                                    of Common Stock            Number of
                                      Beneficially           Shares Offered
                                     Owned Prior to         pursuant to this
              Name                      Offering               Prospectus              Number           Percent
--------------------------------------------------------------------------------------------------------------------
 <S>                                  <C>                       <C>                   <C>                 <C>
 Sean O'Shea                            207,792                 207,792                  0                 0
--------------------------------------------------------------------------------------------------------------------
 Thomas R. Thomsen (1)                1,012,517(2)              246,623               765,894             3.73
====================================================================================================================
</TABLE>

--------------------
     1    Chairman and Chief Executive Officer of the Company.

     2    Includes (i) 359,227 shares of Common Stock which are covered by a
          voting proxy granted by a shareholder of the Company to Mr. Thomsen
          and (ii) 406,667 shares subject to options exercisable in the next 60
          days.

                                       15
<PAGE>   17
                              PLAN OF DISTRIBUTION


         The Shares offered hereby may be sold by the Selling Stockholders or
by pledgees, donees, transferees or other successors in interest.  Such sales
may be made in the over-the-counter market, in privately negotiated
transactions, or otherwise, at prices and at terms then prevailing, at prices
related to the then-current market price, or at negotiated prices.  The Shares
may be sold by one or more of the following methods, without limitation:  (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus
including resale to another broker or dealer; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face-to-face transactions between sellers and purchasers without a
broker-dealer.  In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate.  Such
brokers or dealers may receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale.  Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act, in connection
with such sales.  Any gain realized by such a broker or dealer on the sale of
shares which it purchases as a principal may be deemed to be compensation to
the broker or dealer in addition to any commission paid to the broker by a
Selling Stockholder.  In addition, any securities covered by this Prospectus
that qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather
than pursuant to this Prospectus.

         The Selling Stockholders have been advised that during the time each
is engaged in distribution of the Shares covered by this Prospectus, each must
comply with, among other things,  Rule 10b-6 under the Exchange Act, and
pursuant thereto:  (i) shall not engage in any stabilization activity in
connection with the Company's securities; (ii) shall furnish each broker
through which securities covered by this Prospectus may be offered the number
of copies of this Prospectus which are required by each broker; and (iii) shall
not bid for or purchase any securities of the Company or attempt to induce any
person to purchase any of the Company's securities other than as permitted
under the Exchange Act.

         Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or
dealer, a supplemented Prospectus will be filed, if required, pursuant to Rule
424(c) under the Securities Act, disclosing (a) the name of each such
broker-dealer(s), (b) the number of shares involved, (c) the price at which
such shares were sold, (d) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (e) that such
broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus, and (f) other facts
material to the transaction.

         In order to comply with certain state securities laws, if applicable,
the Shares will not be sold in  Washington, D.C., unless such securities have
been registered or qualified for sale in such state or an exemption from
registration for qualification is available and complied with, nor will Shares
be sold in New York unless such sales are effected through the use of a
broker-dealer registered in such state.

         No person is authorized to give any information or to make any
representation in connection with the offering and sale of the Shares offered
hereby, other than those contained in this Prospectus, and any such information
or representations not contained in this Prospectus must not be relied upon as
having been authorized.  This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities other than the registered
securities to which it relates.  This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy such securities under any
circumstances where such an offer or solicitation is unlawful.  Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.





                                       16
<PAGE>   18
                                 LEGAL MATTERS

         The legality of the securities offered hereby has been passed upon for
the Company by Gallagher, Briody & Butler, Princeton, New Jersey.

                                    EXPERTS

         The consolidated financial statements of the Company at December 31,
1996 and December 31, 1995 and for the years then ended appearing in the
Company's Form 10-KSB have been audited by Wiss & Company, LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such Company consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.





                                       17
<PAGE>   19
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents, as filed by the Company with the
Securities and Exchange Commission, are incorporated by reference in this
Registration Statement and made a part hereof:

                          (i)     the Company's Annual Report on Form 10-KSB
                 for the fiscal year ended December 31, 1996;

                          (ii)    the Company's Quarterly Reports on Form
                 10-QSB for the quarters ended March 31, 1997, June 30, 1997
                 and September 30, 1997;

                          (iii)   the Company's Current Reports on Form 8-K
                 dated January 14, 1997, February 4, 1997, February 25, 1997,
                 March 18, 1997, April 8, 1997, August 21, 1997 and September
                 22, 1997; and

                          (iv)    the description of the Common Stock which is
                 contained in the Company's Form 8-A Registration Statement
                 filed with the Commission on January 24, 1990, including any
                 amendments or reports filed for the purpose of updating such
                 description.

                 All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.  Any statement contained in any document, all or a portion of which
is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained or incorporated by reference herein modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.





                                       18
<PAGE>   20
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 As permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"), Article V of the Company's By-laws provides for
the indemnification of an "authorized representative" of the Company (a)
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person, by reason of the fact that such person was
or is an authorized representative of the Company, in connection with a
threatened, pending or completed third party proceeding, whether civil or
criminal, administrative or investigative, if such individual acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and, if the action was a criminal
proceeding, if such person had no reasonable cause to believe that such
person's conduct was unlawful; and (b) against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of a
threatened, pending or completed corporate proceeding, by reason of the fact
such person was or is an authorized representative of the Company, if such
person acted under the standards set forth in section (a) above and if such
person was not found liable to the Company (or if so found liable, if a proper
court found such person to be fairly and reasonably entitled to
indemnification).  The Company's By-laws further provide for mandatory
indemnification of authorized representatives of the Company who have been
successful in defense of any third party or corporate proceeding or in defense
of any claim, issue or matter therein, against expenses actually and reasonably
incurred in connection with such defense.  An "authorized representative" of
the Company includes a director, officer, employee or agent of the Company, or
a person serving at the request of the Company as a director, officer of
another corporation, partnership, joint venture, trust or other enterprise.

                 In addition, Article Ninth of the Company's Certificate of
Incorporation provides that, to the full extent that the DGCL permits the
limitation or elimination of the liability of directors or officers of a
corporation, directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages.  As a result of this
provision, the Company and its stockholders may be unable to obtain monetary
damages from a director for breach of such director's duty of care.  Although
stockholders may continue to seek injunctive or other equitable relief for an
alleged breach of fiduciary duty by a director, stockholders may not have any
effective remedy against the challenged conduct if equitable remedies are
unavailable.

                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted against the Company by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 The Shares of Common Stock which have been issued to a
consultant of the Company, were issued without registration under the
Securities Act of 1933 (the "Securities Act") in accordance with the exemption
from registration contained in Section 4(2) of the Securities Act.





                                       19
<PAGE>   21
ITEM 8.  EXHIBITS.

                 The following is a list of exhibits filed as part of this
registration statement.

<TABLE>
<CAPTION>
Exhibit Number                             Exhibit
--------------                             -------
<S>                               <C>
 4.1                              Certificate of Incorporation of the Company (incorporated herein by reference to Appendix B
                                  contained in the Company's Information Statement pursuant to Section 14(c) of the Securities
                                  Exchange Act of 1934, dated January 19, 1996)

 5.1                              Opinion of Gallagher, Briody & Butler

23.1                              Consent of Wiss & Company, LLP

23.2                              Consent of Gallagher, Briody & Butler (included as part of Exhibit 5.1)

24.1                              Power of Attorney (included as part of the signature page)
</TABLE>

ITEM 9.  UNDERTAKINGS.

                 (a)      The undersigned Registrant hereby undertakes:

                          (1)     To file, during any period in which offers or
                          sales are being made, a post-effective amendment to
                          this registration statement:

                                  (i)      To include any prospectus required
                          by Section 10(a)(3) of the Securities Act of 1933;

                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of
                          the registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement; and

                                  (iii)    To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in the registration statement or
                          any material change to such information in the
                          registration statement;

                          Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by referenced in
the registration statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering.





                                       20
<PAGE>   22
                 (b)      The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of a plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                 (c)      The undersigned registrant hereby undertakes to
transmit or cause to be transmitted to all participants in the Individual Plans
who do not otherwise receive such material as shareholders of the Company, at
the time such material is sent to shareholders, copies of all reports, proxy
statements and other communications distributed to its shareholders generally.

                 (d)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                       21
<PAGE>   23
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Plymouth Meeting, Commonwealth of Pennsylvania,
on this 20th day of November, 1997.

                                  LITHIUM TECHNOLOGY CORPORATION


                                  By:  /s/ Thomas R. Thomsen               
                                     ------------------------------
                                     Thomas R. Thomsen
                                     Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.

         Each person, in so signing, also makes, constitutes and appoints
Thomas R. Thomsen, Chairman and Chief Executive Officer, his true and lawful
attorney-in-fact, in his name, place and stead to execute and cause to be filed
with the Securities and Exchange Commission any or all amendments to this
Registration Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every act and
thing necessary to effectuate the same.

<TABLE>
<CAPTION>
SIGNATURE                                          TITLE                             DATE
---------                                          -----                             ----
<S>                               <C>                                                <C>
/s/ Thomas R. Thomsen             Chairman, Chief Executive Officer and              November 20, 1997
---------------------             Director (Principal and Executive Officer)                          
Thomas R. Thomsen                                                           


/s/ David J. Cade                 Director                                           November 20, 1997
-----------------                                                                                     
David J. Cade


/s/ George R. Ferment             Director                                           November 21, 1997
---------------------                                                                                 
George R. Ferment


/s/ Stephen F. Hope               Director                                           November 20, 1997
-------------------                                                                                   
Stephen F. Hope


/s/ Ralph D. Ketchum              Director                                           November 24, 1997
--------------------                                                                                  
Ralph D. Ketchum


/s/ Gerald M. Labush              Director                                           November 20, 1997
--------------------                                                                                  
Gerald M. Labush


/s/ John D. McKey, Jr.            Director                                           November 20, 1997
----------------------                                                                                
John D. McKey, Jr.


/s/ William D. Walker             Treasurer and Chief Financial Officer              November 24. 1997
---------------------             (Principal Financial Officer)                                       
William D. Walker                                              
</TABLE>
<PAGE>   24
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                                             Exhibit
 ------                                             -------
 <S>                                  <C>
  4.1  -                              Certificate of Incorporation of
                                      the Company (incorporated herein
                                      by reference to Appendix B
                                      contained in the Company's
                                      Information Statement pursuant to
                                      Section 14(c) of the Securities
                                      Exchange Act of 1934, dated
                                      January 19, 1996)

  5.1  -                              Opinion of Gallagher, Briody &
                                      Butler

 23.1  -                              Consent of Wiss & Company, L.L.P.

 23.2  -                              Consent of Gallagher, Briody &
                                      Butler (included as part of
                                      Exhibit 5.1)

 24.1  -                              Power of Attorney (included as
                                      part of the signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR LITHIUM TECHNOLOGY CORPORATION", "secsgml_size_bytes": 83687}]
{"company-data": {"conformed-name": "LITHIUM TECHNOLOGY CORP", "cik": "0000804154", "assigned-sic": "3690", "irs-number": "133411148", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41451", "film-number": "97732121"}, "business-address": {"street1": "5115 CAMPUS DR", "city": "PLYMOUTH MEETING", "state": "PA", "zip": "19462-1129", "phone": "2158301392"}, "mail-address": {"street1": "5115 CAMPUS DR", "city": "PLYMOUTH MEETING", "state": "PA", "zip": "19462-1129"}, "former-company": {"former-conformed-name": "HILLCRAFT CORP", "date-changed": "19890807"}}
1
    As filed with the Securities and Exchange Commission on December 3, 1997
                                                       Registration No. 333-____
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                            ---------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                            ---------------------
                       LITHIUM TECHNOLOGY CORPORATION
             (Exact name of issuer as specified in its charter)

               Delaware                                      13-3411148   
             ------------                                 ----------------
(State or other Jurisdiction of)               (IRS Employer Identification No.)
                               5115 Campus Drive
                          Plymouth Meeting, PA  19462
                    (Address of principal executive offices)

                            (1) Individual Plan with
                           Gallagher, Briody & Butler
                               Partners

                            (2) Individual Plan with
                               Sean O'Shea

                            (3) Individual Plan with
                               Thomas R. Thomsen

                           (Full title of the plans)

                               THOMAS R. THOMSEN
                      Chairman and Chief Executive Officer
                         Lithium Technology Corporation
                               5115 Campus Drive
                          Plymouth Meeting, PA  19462
                    (Name and address of agent for service)

                                 (610) 940-6090
         (Telephone number, including area code, of agent for service)

                            ---------------------
                                  Copy to:
                              THOMAS P. GALLAGHER
                           Gallagher, Briody & Butler
                              212 Carnegie Center
                                   Suite 402
                          Princeton, New Jersey  08540
                                 (609) 452-6000

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                        Proposed maximum       Proposed maximum
      Title of securities           Amount to be         offering price       aggregate offering       Amount of
        to be registered             registered            per share                price          registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,               951,729                $1.21                $1,151,593            $339.72
    par value $.01 per share
====================================================================================================================
(1)      Estimated pursuant to paragraph (c) of Rule 457 solely for
         the purpose of calculating the registration fee, based upon the
         average of the reported bid and asked price of shares of Common Stock
         on November 28, 1997, as reported on the OTC Bulletin Board.

The shares covered by this Registration Statement are shares granted or to be
granted under the plans described herein.
2
PROSPECTUS

                         LITHIUM TECHNOLOGY CORPORATION

                                 454,415 SHARES
                                  COMMON STOCK

         This Prospectus is being used in connection with the offering, from
time to time, by certain stockholders  of Lithium Technology Corporation (the
"Company") of 454,415 shares of Common Stock of the Company (the "Shares")
which were issued to a consultant and are to be issued to an executive officer
of the Company (the "Selling Stockholders") pursuant to individual plans
entered into between the Company and the Selling Stockholders.  These persons
may offer these Shares for sale as principals for their own accounts at any
time and from time to time in the over-the-counter market or otherwise at
prices prevailing at the time of sale or in private sales and at prices to be
negotiated.  The Selling Stockholders, upon sale of the Shares, will receive
the entire proceeds from such sale. The Company will not receive any of the
proceeds from the sale of the Shares.

                -----------------------------------------------

THE COMMON STOCK OF THE COMPANY IS LISTED ON THE OTC BULLETIN BOARD UNDER THE
SYMBOL "LITH".
                -----------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                -----------------------------------------------

THESE SECURITIES ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT
BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF HIS/HER ENTIRE INVESTMENT.
SEE "RISK FACTORS" ON PAGES 7 TO 14 OF THIS PROSPECTUS.

                -----------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY PERSON.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE.

                The Date of this Prospectus is December 3, 1997
3
                               TABLE OF CONTENTS
Page
                                                                                                                         ----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                                                                                                                        
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                                                                                                                        
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                                                                                                                        
Safe Harbor Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                                                                                                                        
Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                                                                                                                        
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                                                                                                                        
Selling Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                                                                                                                        
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                                                                                                                        
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                                                                                                                        
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
2
4
                             AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), for
the registration of the Shares offered hereby.

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission.  The reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C.  20549, and at the Commission's
Regional Offices at 7 World Trade Center, New York, New York  10048 and the
Northwestern Atrium Center, 500 West Madison Street, Room 1400, Chicago,
Illinois  60661.  Copies of such material also can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.  In addition, the Commission maintains a Web site
(http://www.sec.gov) that contains certain filed reports, proxy and information
statements and other information regarding the Company.

         This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto.  For further information with
respect to the Company and the Shares, reference is made to the Registration
Statement and the exhibits filed therewith. The Company will provide without
charge to each person who receives this Prospectus upon written or oral request
of such person, a copy of the information that was incorporated by reference in
this Prospectus (not including exhibits to the information that is incorporated
by reference, unless the exhibits themselves are specifically incorporated by
reference).  All such requests should be directed to the Company at 5115 Campus
Drive, Plymouth Meeting, PA 19462, Attention: Secretary, or by telephone at
(610) 940-6090 (ext. 109).  Statements contained in this Prospectus as to the
contents of any document filed as an exhibit to the Registration Statement are
qualified in all respects by reference to the exhibit for a complete statement
of its terms and conditions.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have been filed by the Company with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:

         (i)              the Company's Annual Report on Form 10-KSB for the
                          year ended December 31, 1996 (the "Form 10-KSB");

         (ii)             the Company's Quarterly Reports on Form 10-QSB for
                          the quarters ended March 31, 1997, June 30, 1997 and
                          September 30, 1997;

         (iii)            the Company's Current Reports on Form 8-K dated
                          January 14, 1997, February 4, 1997, February 25,
                          1997, March 18, 1997, April 8, 1997, August 21, 1997
                          and September 22, 1997; and

         (iv)             the description of the Common Stock which is
                          contained in the Company's Form 8-A Registration
                          Statement filed with the Commission on January 24,
                          1990, including any amendments or reports filed for
                          the purpose of updating such description.

                                       3
5
         All documents and reports subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Shares shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents or reports.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any  such statement so modified or superseded, except as so
modified or superseded, shall not be deemed to constitute a part of this
Prospectus.

                                  THE COMPANY

         Lithium Technology Corporation ("LTC") together with its wholly-owned
subsidiary, Lithion Corporation ("Lithion"), collectively referred to as the
"Company", is an advanced development stage company in the process of
commercializing a unique, solid-state, lithium-polymer rechargeable battery.
The Company is engaged in research and development activities to further
develop and exploit this battery technology and also holds various patents
relating to such batteries.  The Company believes that its battery technology,
which is currently in the prototype development phase, is capable of providing
up to four times the performance of current rechargeable batteries.  The
Company's objective is the commercialization of such technology, inclusive of
moving from laboratory scale product prototypes and related demonstration
manufacturing processes to full scale market introduction, achieving cost
competitiveness, and constructing a large scale manufacturing facility.  The
Company's commercialization focus is on the rapidly growing portable
electronics market segment (notebook and palmtop computers and wireless
communications devices).  The Company's patented and proprietary composite cell
construction and low-cost manufacturing process are equally applicable to
lithium metal polymer technology or lithium-ion polymer technology.  The
Company intends to pursue both chemistries for specific portable electronics
applications.

         The Company has generated no revenues and has no commercial operations
to date.  The Company has been unprofitable since inception and expects to
incur substantial additional operating losses over the next several years.  The
Company does not expect to generate any sales in commercial quantities in the
near term.

         The challenge facing the Company is the commercialization of its
battery product.  Commercialization is the process by which the Company will
move from laboratory-scale product prototypes and related manufacturing
processes to the construction of a manufacturing plant for full-scale market
introduction.

         The Company's strategy is to commercialize its solid-state,
lithium-polymer, rechargeable battery with primary focus on high performance
portable electronic products (notebook computers and wireless communications
devices).  These market segments are large, growing rapidly, and demand high
performance batteries with a thin, flat form factor and long run times.  There
can be no assurance, however, that the Company will be able to achieve the
technological breakthroughs that will be necessary in order to ultimately
achieve commercialization and/or obtain financings or generate revenues in
order to sustain the Company's on-going research and development phase or to
undertake the design and construction of the Demonstration Manufacturing
Facility (DMF) discussed herein and other manufacturing-related facilities.

         The Company's development and commercialization plan currently has the
following milestones:

         (i)     hand-made cell samples tested by potential strategic partners
in 1995 (accomplished);

         (ii)    installation of a Demonstration Manufacturing Facility (DMF)
continuous flow coating and laminating unit in first quarter of 1996
(accomplished);

         (iii)   upgrade of the DMF and distribution of DMF-made lithium-ion
polymer cell samples to selected Original Equipment Manufacturers (OEMs)
customers in early 1997 (accomplished);

                                       4
6
         (iv)    distribution of prototype battery packs to selected OEMs in
late 1997;

         (v)     initial commercial production of hand assembled battery packs
using DMF-made cells for OEMs in early 1998, ramping up to 20,000 notebook
computer batteries per month and generating sales of $6 million in 1998;

         (vi)    installation of a pilot manufacturing facility in early 1998;

         (vii)   expansion of the pilot manufacturing facility in late 1998 by
automating the backend assembly;  and

         (viii)  construction of a second tier manufacturing capability once
market demand exceeds initial manufacturing capacity.

         The Company estimates that completion of phases (iv) through (vii)
through the end of 1998 will cost approximately $22 million in capital
expenditures and operating costs.  There can be no assurances that the Company
will meet these development milestones on the time schedule outlined above.

         As indicated above, during March 1996, a continuous flow
coating/laminating line -- referred to as the Demonstration Manufacturing
Facility (DMF) -- was installed by the Company.  This line is being used to
further define the Company's manufacturing technology, to sharpen manufacturing
cost estimates, and then serve as the initial production facility for battery
cells which will be manually assembled into battery packs for Original
Equipment Manufacturer (OEM) customers.  Thereafter, based on design data
obtained from the DMF, the Company must successfully construct a larger pilot
manufacturing line reflecting the cost, quality, reliability, and performance
required for the various target market applications.  It is anticipated that
the pilot manufacturing line and associated equipment will cost approximately
$7.5 million to construct in the 1998 time frame.  The pilot manufacturing
line, according to the Company's current strategy, will be located within the
Company's existing facility in Plymouth Meeting, Pennsylvania.  Construction of
the pilot manufacturing line will require approximately 12 months.  Ultimately,
the pilot manufacturing line would be replaced with a larger scale second tier
manufacturing line housed in the Company's existing facility, which could be
expanded if necessary.  During the next twelve months after the date hereof,
the Company expects to incur expenses of approximately $2 million for the
purchase of equipment based on the Company's current strategies and subject to
the uncertainties discussed herein and the availability of capital.  The
Company intends to finance the overall estimated $22 million total capital
equipment and operating expense required to bring the Company to the initial
commercial production stage at approximately the end of 1998 (which $22 million
includes the aforementioned estimated $7.5 million cost of the pilot
manufacturing facility and $2 million for equipment purchases) by means of
private and/or public equity or debt financings during the next two years.

         The Company does not currently have sufficient cash to achieve all its
development and production objectives, including the 1998 installation of the
pilot manufacturing line and repayment of long term liabilities if not
converted to equity and $2 million for equipment purchases.  The Company
believes that as of September 30, 1997 it has sufficient capital resources to
meet the Company's  operational needs and satisfy the Company's obligations
through approximately June 1999 based on the Company's current strategies and
subject to the uncertainties discussed herein. In order to raise sufficient
capital for its future growth, and repayment of long term liabilities if not
converted to equity, the Company will be required to sell additional debt or
equity securities.  Such new capital is planned to be sought from several
sources, including strategic partners, although the Company has no commitments
for new capital as of the date hereof.

         The Company is a corporation organized under the laws of the State of
Delaware on December 28, 1995.  The Company's predecessor -- Lithium Technology
Corporation (a Nevada corporation) -- merged with and into the Company in a
reincorporation merger that became effective on February 8, 1996.  The
principal executive office of the Company is located at 5115 Campus Drive,
Plymouth Meeting, PA 19462 and its telephone number is (610) 940-6090.

                                       5
7
                             SAFE HARBOR STATEMENT

         The Private Securities Litigation Reform Act of 1995 provides a new
"safe harbor" for certain forward-looking statements.  Statements contained in
this Prospectus that are not historical facts are forward looking statements
that involve risks and uncertainties that could cause actual results to differ
materially from those stated in the forward-looking statements.  Factors that
could cause actual results to differ materially include, among others:  general
economic conditions, changes in laws and government regulations, the Company's
ability to complete the commercialization of its battery technology, the
Company's ability to successfully raise sufficient capital and the market
acceptance of the Company's batteries.

                                       6
8
                                  RISK FACTORS

         THE SHARES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK.  AN INVESTMENT IN THE COMPANY IS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD
TO SUSTAIN THE LOSS OF THEIR ENTIRE INVESTMENT.  PROSPECTIVE INVESTORS, PRIOR
TO MAKING AN INVESTMENT DECISION, SHOULD CAREFULLY CONSIDER, ALONG WITH OTHER
MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS.  THERE IS NO ASSURANCE
THAT THE PROPOSED BUSINESS OF THE COMPANY DESCRIBED HEREIN WILL BE COMMERCIALLY
VIABLE.  IN ADDITION, ACTUAL RESULTS OF THE DEVELOPMENT ACTIVITIES,
TECHNOLOGICAL DEVELOPMENTS, MARKET AND COMPETITIVE CONDITIONS, RESULTS OF
OPERATIONS AND OTHER FACTORS MAY REQUIRE SIGNIFICANT MODIFICATIONS OF ALL OR
PART OF THE PROPOSED BUSINESS.  INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING:

         COMPANY IS AT AN EARLY STAGE OF DEVELOPMENT.  The Company currently
has no commercial products available for sale.  The Company has generated no
revenues and has no commercial operations to date.  The Company has been
unprofitable since inception and expects to incur substantial additional
operating losses over the next few years.  The Company does not expect to
generate any sales in commercial quantities in the near term.  No assurance can
be given that the Company will be able to complete development, engineering or
commercialization successfully, or that the Company will be able to develop
products for commercial sale or that, if developed, they can be produced in
commercial quantities or at acceptable costs or be successfully marketed.  The
likelihood of the Company's future success must be considered in light of the
risks, expenses, difficulties and delays frequently encountered in connection
with the operation and development of a relatively early stage business and
development activities generally.

         OBSTACLES TO DEVELOPMENT OF COMMERCIAL PRODUCTS.  There can be no
assurance that the Company will be able to achieve the technological
breakthroughs that will be necessary in order to ultimately achieve
commercialization and/or obtain financings or generate revenues in order to
sustain the Company's on-going research and development phase or to undertake
the design and construction of the Demonstration Manufacturing Facility
discussed herein and other manufacturing-related facilities.

         The Company does not currently have sufficient cash to achieve all its
development and production objectives, including the 1998 installation of the
pilot manufacturing line and repayment of long term liabilities if not
converted to equity and $2 million for equipment purchases.  In order to raise
sufficient capital for its future growth, and repayment of long term
liabilities if not converted to equity, the Company will be required to sell
additional debt or equity securities.  In addition, there can be no assurance
that the Company will be able to meet the technological objectives and/or
satisfy the capital requirements that the Company believes are necessary to
convert battery technology into successful commercial products.  There can be
no assurance that the Company's products will generate any revenues, will not
encounter technical problems when used, will be successfully marketed, will be
produced at a competitive cost, or will achieve customer acceptance or, if
commercial products are developed and revenues produced, that the Company will
be profitable.  The likelihood of the success of the Company must be weighed
against the problems, expenses, difficulties, complications and delays
frequently encountered in developing and marketing a new product.

         NEED FOR ADDITIONAL CAPITAL; UNCERTAINTY OF ADDITIONAL FUNDING.  While
the Company's operating plan seeks to minimize the Company's capital
requirements, commercialization of the Company's battery technology will
require substantial amounts of additional capital.  Subject to the availability
of necessary capital, the Company expects that research and development and
production expenses will increase significantly as it continues to advance its
battery technology and develop products for commercial applications.  The
Company's working capital and capital requirements will depend upon numerous
factors, including, without limitation, the progress of the Company's

                                       7
9
research and development program, the levels and resources that the Company
devotes to the development of manufacturing and marketing capability,
technological advances, the status of competitors, the Company's continuing
compliance with the conditions contained in the September 22, 1997 Note
Purchase Agreement described herein, and the ability of the Company to
establish collaborative arrangements with other companies to provide research
and development funding to the Company and to manufacture and market the
Company's products.

         The Company believes that it has sufficient capital resources to meet
the Company's needs and satisfy the Company's obligations through approximately
June 1999 based on the Company's current operational strategies and subject to
the uncertainties discussed herein.  The Company does not currently have
sufficient cash to achieve all its development and production objectives,
including the 1998 installation of the pilot manufacturing line and repayment
of long-term liabilities.  In order to raise sufficient capital for its future
growth and repayment of the September 22, 1997 Convertible Notes described
herein, the Company will be required to sell additional debt or equity
securities.  Such new capital is planned to be sought from several sources,
including strategic partners, although the Company has no commitments for new
capital as of the date hereof.  Such  additional capital for its activities
beyond 1997, which may result in further dilution to the Company's existing
stockholders.  There can be no assurances that additional capital will be
available to the Company on a timely basis or on acceptable terms.  If the
Company is unable to raise sufficient capital, it will be forced to curtail
research and development expenditures which, in turn, will delay, and could
prevent, the completion of the commercialization process.

         HISTORY OF LOSSES.  The Company has generated no revenues and has no
commercial operations to date.  The Company has been unprofitable since
inception and expects to incur substantial additional operating losses  over
the next several years.  The Company does not expect to generate any sales in
commercial quantities in the near term.  The Company's aggregate accumulated
net loss from the date of inception to September 30, 1997 is $23,257,000.  The
Company spent approximately $4,627,000  on research and development activities
from the date of inception to September 30, 1997.  The Company expects to incur
substantial additional losses because of the research and development expenses
necessary for the development of a commercially feasible rechargeable
lithium-polymer battery.

         RISK OF NEW PRODUCTS AND TECHNOLOGIES; PRODUCT LIABILITY.  The
proposed marketing of the Company's proposed products have inherent risks.
Even if a proposed product is successfully developed, manufactured and
marketed, the occurrence of warranty liability and/or product liability, or
retraction of market acceptance due to failure of a proposed product or failure
of such product to meet expectations could prevent the Company from ever
becoming profitable.  Failure of a proposed product to operate as expected
could lead to potential liability suits.  The Company does not currently have
product liability insurance.  The Company intends to obtain appropriate product
liability insurance at the point in time when the Company places products in
distributor or end-user applications.  Development of new technologies for
manufacture is frequently subject to unforeseen expenses, difficulties and
complications and in some cases such development cannot be accomplished.

         TIME LAPSE FROM START OF OPERATIONS TO COMMERCIAL SALES.  There will
be a period of time before any product resulting from the Company's development
efforts can be commercially marketed, sold and delivered.  There can be no
assurances as to when, if ever, the proposed products can be commercially
marketed, sold and delivered.  In addition, because of such development period
and other potential delays, other companies may develop and commence production
of similar products prior to the Company commencing commercial production.

         COMPANY'S MANUFACTURING EXPERIENCE IS LIMITED; DEPENDENCE ON
SUPPLIERS.  The Company currently has no capacity for, or experience in,
manufacturing lithium-polymer rechargeable batteries in commercial quantities.
In order for the Company to be successful in the commercial market, its
products must be manufactured to meet high quality standards in commercial
quantities at competitive prices.  The development of such manufacturing
technology and processes will require extensive lead times and the commitment
of significant financial and engineering resources of the Company and others.
There can be no assurance that the Company will successfully develop this
technology or these processes or obtain access to these resources.  Moreover,
there can be no assurance that the Company will be able to successfully
implement the quality control measures necessary for commercial manufacturing.

                                       8
10
         There is no assurance fully committed sources of supply can be located
or that they will provide sufficient supplies at a reasonable cost for the
proposed products.  Even if an acceptable supplier can be found, termination of
the services of such supplier could result in interruptions of the ability to
manufacture the products until an alternative source can be secured.  The
Company will thus be dependent on third parties in order to timely manufacture
the proposed products in sufficient quantities, at the required specifications,
and at low enough prices to meet the Company's proposed sales prices for its
proposed products.

         MARKET ACCEPTANCE.  To be successful, the Company's batteries must
gain broad market acceptance.  There can be no assurance that such market
acceptance will be achieved or sustained.  In addition, the Company's
lithium-polymer batteries can best be optimized when configured to the
requirements of each application.  To determine such requirements, the Company
will be dependent upon OEMS in the portable consumer electronics and
telecommunications markets into whose products the Company's batteries will be
incorporated.  No assurances can be given that the Company will receive
adequate assistance from OEMs to successfully commercialize its products.
Furthermore, no assurances can be given that the perceived safety risks
associated with lithium will not impede acceptance of the Company's batteries
by OEMs or end users.

         COMPANY IS DEPENDENT ON PATENTS AND PROPRIETARY RIGHTS.  The Company's
ability to compete effectively will depend on its ability to maintain the
proprietary nature of its technology and manufacturing processes through a
combination of patent and trade secret protection, non-disclosure agreements
and licensing agreements.  The Company currently holds 22 U.S. patents and
three foreign patents covering key elements of its technology.  In addition,
the Company has patent applications pending in the United States and in foreign
countries, including the European Community and Japan.  The Company intends to
continue to file patent applications covering important features of its
technology.  There can be no assurance, however, that patents will issue from
any of these pending applications or, if patents issue, that the claims allowed
will be sufficiently broad to protect the Company's technology, or that issued
patents will not be challenged or invalidated or that any of its issued patents
will afford protection against a competitor.  Litigation, or participation in
administrative proceedings, may be necessary to protect the Company's patent
position.  Such litigation can be costly and time consuming and there can be no
assurance that the Company would be successful if such litigation were
instituted.  The invalidation of patents owned by or licensed to the Company
could have a material adverse effect on the Company.  In addition, patent
applications filed in foreign countries are subject to laws, rules and
procedures that differ from those of the United States.  Thus, there can be no
assurance that foreign patent applications related to patents issued in the
United States will be granted.  Furthermore, even if these patent applications
are granted, some foreign countries provide significantly less patent
protection than the United States.  In the absence of patent protection, and
despite the Company's reliance upon its proprietary confidential information,
competitors of the Company may be able to use innovations similar to those used
by the Company to design and manufacture products directly competitive with the
Company's lithium-polymer rechargeable batteries.  In addition, no assurance
can be given that patents issued to the Company will not be infringed upon or
designed around by others or that others will not obtain patents that the
Company will need to license or design around.  Moreover, to the extent any of
the Company's products are covered by third party patents, development and
marketing of such products by the Company could require a license under such
patents.

         Despite the Company's efforts to safeguard and maintain its
proprietary rights, there can be no assurance that the Company will be
successful in doing so.  While the Company believes its patents to be unique
from those of its competitors, competition in lithium battery research and
development is intense, and there can be no assurance that the Company's
competitors will not independently develop or patent technologies that are
substantially equivalent or superior to the Company's technology.  Moreover, if
the issues were to be placed before a court, the Company cannot be certain that
such a court would determine that the Company was the first creator of
inventions covered by its issued patents or pending patent applications or that
it was the first to file patent applications for such inventions.  If the
Company is found to be infringing third party patents, there can be no
assurance that it will be able to obtain the required licenses from the holders
of such patents on acceptable terms, if at all.  Failure of the Company to
obtain necessary licenses could result in delays in the introduction of the
Company's lithium-polymer rechargeable battery and in costly attempts to design
around such patents, or could foreclose the development, manufacture or sale of
the Company's products.  The Company could also incur substantial costs in
defending itself in patent infringement suits brought by others and in
prosecuting patent infringement suits against infringers.

                                       9
11
         The Company also relies on trade secrets and proprietary know-how that
it seeks to protect, in part, through non-disclosure and confidentiality
agreements with its employees, consultants, strategic partners and potential
strategic partners.  There can be no assurance that these agreements will not
be breached, that the Company would have adequate remedies for any breach or
that the Company's trade secrets will not otherwise become known or be
independently developed by competitors.

         GOVERNMENT REGULATIONS, SAFETY, ENVIRONMENTAL COMPLIANCE.  The
Company's products incorporate lithium, which is known to cause explosions and
fires if not properly handled.  Although the Company believes that its
batteries do not present safety risks, there can be no assurance that safety
problems will not develop in the future.  The Company intends to incorporate
safety policies in its manufacturing processes designed to minimize safety
risks, although there can be no assurance that an accident in its facilities
will not occur.  Any accident, whether occasioned by the use of a battery or
the Company's manufacturing operations, could result in significant production
delays or claims for damages resulting from injuries, which would adversely
affect the Company's operations and financial condition.

         Prior to the commercial introduction of the Company's batteries into a
number of markets, the Company will seek to obtain approval of its products by
one or more of the organizations engaged in testing product safety, such as
Underwriters Laboratories.  Such approvals could require significant time and
resources from the Company's technical staff and, if redesign were necessary,
result in a delay in the introduction of the Company's products.

         Pursuant to the regulations of the United States Department of
Transportation ("DOT"), a permit is required to transport lithium across state
lines.  The International Air Transport Association ("IATA") similarly
regulates the international shipment of lithium.  Although the Company believes
that DOT has granted permits for, and IATA has allowed, the transport of
rechargeable lithium-based batteries to be shipped or used by the general
public, there can be no assurance that DOT or IATA will grant such a permit to
the Company or that changes in such regulations, or in their enforcement, will
not impose costly requirements or otherwise impede the transport of lithium.
In addition, the DOT and IATA approval processes will require significant time
and resources from the Company's technical staff and if redesign were
necessary, could delay the introduction of the Company's products.

         Various regulatory agencies will have jurisdiction over the operation
of any manufacturing facilities established by the Company.  Because of the
risks generally associated with the use of lithium, the Company expects
rigorous enforcement.  No assurance can be given that the Company will not
encounter any difficulties in complying with applicable health and safety
regulations.

         Federal, state and local regulations impose various environmental
controls on the storage, use and disposal of certain chemicals and metals used
in the manufacture of lithium-polymer batteries.  Although the Company believes
its activities will conform to current environmental regulations, there can be
no assurances that changes in such regulations will not impose costly equipment
or other requirements.  Any failure by the Company to adequately control the
discharge of hazardous wastes could also subject it to future liabilities.

         COMPETITION; TECHNOLOGICAL OBSOLESCENCE.  Competition in the battery
industry is intense with a large number of companies offering or seeking to
develop technology and products similar to those of the Company.  The industry
consists of development stage companies and major domestic and international
companies, many of which have financial, technical, marketing, sales,
manufacturing, distribution and other resources significantly greater than
those of the Company.  There can be no assurance that the Company will be
successful in competing with such entities.  Furthermore, there can be no
assurance that competitors will not succeed in developing products or
technologies that would render the Company's technology and products obsolete
or in obtaining market acceptance of products more rapidly than the Company.

                                       10
12
         DEPENDENCE ON KEY PERSONNEL.  The Company's success will to a large
degree be dependent on its ability to retain the services of its key executives
and research scientists, in particular, the services of Thomas R. Thomsen (the
Chief Executive Officer of the Company), David Cade (the President and Chief
Operating Officer), and Dr. George Ferment (the Executive Vice President of
Operations and Chief Technical Officer).  Loss of the services of Mr. Thomsen,
Mr. Cade or Dr. Ferment or any key executives or research scientists could have
a material adverse effect upon the ability of the Company to commercialize the
rechargeable battery technology or to develop its business.  The Company
currently has no "key-man" life insurance.  The Company's success will, to a
large degree, be dependent on its ability to retain the services of its key
executives and research scientists.  The ability of the Company to pursue
effectively its business strategy will also depend upon, among other factors,
the successful recruitment and retention of additional highly skilled and
experienced managerial, marketing, engineering and technical personnel.  There
can be no assurance that the Company will be able to retain or recruit such
personnel.

         RISKS RELATING TO GROWTH AND EXPANSION.  Rapid growth of the Company's
business may significantly strain the Company's management, operational and
technical resources.  If the Company is successful in obtaining rapid market
penetration of its products, the Company will be required to deliver large
volumes of quality products to its customers on a timely basis at a reasonable
cost to those customers.  The Company has no experience in delivering large
volumes of its rechargeable batteries or in manufacturing commercial quantities
of rechargeable batteries.  There can be no assurance, however, that the
Company's business will achieve rapid growth or that its efforts to expand its
manufacturing and quality control activities will be successful or that it will
be able to satisfy commercial scale production requirements on a timely and
cost-effective basis.  The Company will also be required to continue to improve
its operational, management and financial systems and controls.  Failure to
manage growth effectively could have an adverse effect on the business of the
Company.

         PENDING LITIGATION.  In August 1996, civil actions were commenced
against the Company by a former director of the Company, and by the Company's
former legal counsel.  The former director's complaint seeks monetary damages
amounting to approximately $4,500,000 and specific performance of registration
rights of certain warrants of the Company that have not been registered and to
which he claims entitlement.  The Company has declared such warrants and
related documents void.  The complaint of the Company's former counsel alleges
non-payment of legal fees for services rendered.  The Company has included the
unpaid legal fees in accounts payable, however, it believes these actions to be
without merit and intends to vigorously defend both actions.  Accordingly, the
Company has filed its own lawsuit against the former counsel alleging fraud,
legal malpractice and conflict of interest flowing from the fraudulent issuance
of the aforementioned warrants.  In addition, the complaint alleges violations
of federal securities laws, the Racketeering Influenced and Corrupt
Organization Act ("RICO") and fiduciary duties owed by counsel to the Company.
The complaint also includes similar allegations against the former director,
flowing from the fraudulent issuance of warrants to him.

         LACK OF DIVIDENDS.  The Company has never paid a cash dividend on any
class of its capital stock and does not anticipate paying any dividends in the
foreseeable future.  It is anticipated that future earnings, if any, will be
retained to finance the development and expansion of the Company's business.

         TRADING AND VOLATILITY OF COMMON STOCK.  The outstanding shares of the
Common Stock of the Company are quoted only on the OTC Bulletin Board, and on
November 24, 1997, the closing bid price was $1.29 per share and the closing
ask price was $1.31 per share.  There can be no assurance that the existing
market for the Company's Common Stock will be maintained or that the holders of
Common Stock will be able to sell the Common Stock should they so desire.

         The market price of the Common Stock has fluctuated significantly
since January 1, 1994 and may continue to be highly volatile.  Factors such as
delays by the Company in achieving development goals, inability of the Company
to commercialize or manufacture its products, fluctuation in the Company's
operating results, changes in earnings estimates by analysts, announcements of
technological innovations or new products by the Company or its competitors,
perceived changes in the markets for various OEM applications incorporating the
Company's products,

                                       11
13
the announcement or termination of relationships with strategic alliance
partners or OEMs, and general market conditions may cause significant
fluctuations in the market price of the Common Stock.  The market prices of the
stock of many high technology companies have fluctuated substantially, often
unrelated to the operating or research and development performance of the
specific companies.  Such market fluctuations could adversely affect the market
price for the Company's Common Stock.

         CONTROL BY EXISTING SHAREHOLDERS.  The existing officers and directors
of the Company as of November 19, 1997 controlled approximately 19.89% of the
outstanding Common Stock (including shares that may be acquired upon the
exercise of options that are exercisable or will become exercisable within 60
days).  As a result, they will be able to exert significant influence on the
Company. In addition, one shareholder beneficially owns  approximately 9.9% of
the outstanding Common Stock (including shares that may be obtained upon the
exercise of Warrants that are exercisable or could become exercisable within 60
days) and another shareholder beneficially owns approximately 4.2% of the
outstanding Common Stock (excluding approximately 540,000 shares covered by a
voting proxy granted by such shareholder to two of the Company's officers).  As
a result, such shareholders may be able to exert significant influence on the
Company.

         POTENTIAL DILUTION, CHANGE-IN-CONTROL AND SIGNIFICANT LEVERAGE OF THE
COMPANY IN CONNECTION WITH OUTSTANDING CONVERTIBLE NOTES.  In October 1996, the
Company sold $1.75 million principal amount of Convertible Notes, $1,505,000 of
which were outstanding as of September 30, 1997.  The Company did not repay the
$1.75 million principal of the Convertible Notes on the original March 24, 1997
maturity date and, accordingly, pursuant to the terms of the Convertible Note
Agreements, the Company and the Convertible Note Purchasers placed in escrow an
additional 6,201,550 shares of the Company's Common Stock, 6,043,550 of which
were held in escrow as of September 30, 1997 (the "Escrowed Shares").  The
Escrowed Shares are not considered to be issued and outstanding securities
pending actual payment for such shares.  On August 18, 1997, the Company and
the Convertible Note Purchasers agreed to a change in the certain terms of the
Convertible Notes including the following; (i)  the Convertible Note Purchasers
will be permitted to sell certain quantities of the Escrowed Shares at then
current market prices, the proceeds of which will be deemed to reduce the
outstanding principal amount owed on the Convertible Notes; (ii) once the
principal amount of the Convertible Notes is repaid either through sales of the
Escrowed Shares or by the Company's repayment of the Convertible Notes, 12.5%
of any remaining Escrowed Shares will be delivered to the Convertible Note
Purchasers, and the remaining 87.5% will be retired by the Company (subject to
adjustment depending on the occurrence of certain events); (iii) the
Convertible Notes may be prepaid by the Company, provided that the Company
issue 250,000 of the Escrowed Shares to the Convertible Note Purchasers; and
(iv) certain weekly issuances of shares of the Company's Common Stock.  The
amendments to the Convertible Notes also provide that if the Convertible Note
Purchasers' resale exemption from registration is not available due to a change
in the law, then the Company must  file a registration statement with the
Securities and Exchange Commission covering shares of the Company's Common
Stock held by the Convertible Note Purchasers.

         On September 22, 1997, the Company entered into a Senior Secured
Convertible Note Purchase Agreement (the "Note Purchase Agreement") for the
sale of $5.5 million of the Company's Senior Secured Convertible Notes (the
"Senior Notes"), which proceeds will be disbursed to the Company over a ten
month period.  Interest accrues at 8.5% and is payable, at the Company's
election in cash or the Company's Common Stock.  The principal of the Notes is
payable on or before July 1, 2002.  The Senior Notes are convertible into the
Company's Common Stock at a conversion price of $.28 per share.  The holders of
the Senior Notes have two demand registration rights and "piggyback"
registration rights, subject to conditions set forth in the Note Purchase
Agreement.

         All assets of the Company are pledged as security for the Senior
Notes.  The Senior Notes are secured by a first priority security interest in
favor of the Senior Noteholder as to substantially all of the Company's assets
other than the Company's intellectual property.  The Company's obligations
under the Senior Notes are guaranteed by the Company's subsidiary, Lithion
Corporation, and the Company pledged its interest in the shares of the Lithion
Corporation as security for repayment of the Senior Notes.

                                       12
14
         The number of shares which may be issued to the holders of the
Convertible Notes and the Senior Notes could be approximately 21.1 million
shares of Common Stock, assuming conversion in full of the Convertible Notes
and the Senior Notes without giving effect to any antidilution provisions.  As
of November 10, 1997, the Company had 18,947,138 shares of Common Stock
outstanding.  Accordingly, the issuance of such a significant number of
additional shares to the holders of the Convertible Notes and the Senior Notes
would result in a change in control of the Company.  In addition, as a result
of such issuance the stockholders of the Company may incur a substantial
dilution of their equity interest.

         As a result of the issuance of the Convertible Notes and the Senior
Notes, the Company has, and will continue to have, significant debt service
obligations.  In order to repay the Convertible Notes and the Senior Notes, the
Company will be required to sell additional debt or equity securities.  The
degree to which the Company is leveraged could have important consequences to
shareholders of the Company, including the following:  (i) the Company's
ability to obtain additional financing in the future for repayment of
indebtedness, working capital, capital expenditures, general corporate purposes
or other purposes may be impaired; (ii) a substantial portion of the Company's
cash flow from operations must be dedicated to the payment of principal and
interest on its indebtedness, thereby reducing the funds available to the
Company for its operations; and (iii) if the Company should default the Senior
Noteholder could foreclose on substantially all of the Company's assets other
than the Company's intellectual property.

         In order to raise sufficient capital for its future growth and
repayment of the September 22, 1997 Convertible Notes described herein, the
Company will be required to sell additional debt or equity securities.    There
can be no assurance that the Company's will be able to raise such capital or
will be able to meet all of its obligations under its indebtedness.

         POTENTIAL DILUTION FROM SHARES ISSUABLE UPON EXERCISE OF OUTSTANDING
OPTIONS AND WARRANTS.  At September 30, 1997, there were outstanding stock
options to purchase an aggregate of 1,726,000 shares of common stock at
exercise prices ranging from $0.501 to $2.56 per share.  Of this amount,
options to purchase 1,378,000 shares were exercisable as of such date.
Additionally, at September 30, 1997, there were outstanding warrants to
purchase 3,940,000 shares of common stock at exercise prices ranging from $0.40
to $3.60 per share, including approximately 987,000 warrants issuable pursuant
to anti-dilution provisions of existing warrant agreements primarily from the
sale of the Senior Notes.  Of the warrants outstanding, 3,940,000 are
immediately exercisable.  To the extent that the outstanding stock options and
warrants are exercised, substantial additional dilution to the interests of the
Company's stockholders will occur.  Moreover, the terms upon which the Company
will be able to obtain additional equity capital may be adversely affected
since the holders of such outstanding securities can be expected to exercise
them at a time when the Company would, in all likelihood, be able to obtain any
needed capital on terms more favorable to the Company than those provided in
the outstanding options or warrants.  As noted above, the Company plans to
proceed in raising additional capital through private placement of its equity
securities and possible corporate alliances, either or both of which are likely
to result in further dilution to the Company's existing stockholders.

         SHARES ELIGIBLE FOR FUTURE SALES.  Of the 17,759,000 shares of Common
Stock outstanding as of September 30, 1997, approximately 7.2 million shares
are "restricted securities" as defined by Rule 144, a substantial number of
which the Company believes are currently eligible for resale under Rule 144.
The restricted securities may be resold in the future only pursuant to
registration under the Securities Act, an exemption from the registration
provisions of the Securities Act, or pursuant to Rule 144.  The sale of
restricted shares under Rule 144  or otherwise, may have a depressive effect on
the market price of the Common Stock, and such sales, if substantial, might
also adversely affect the Company's ability to raise additional capital.

                                       13
15
         POTENTIAL ANTI-TAKEOVER EFFECT OF AUTHORIZED PREFERRED STOCK.  The
Company is authorized to issue 100,000 shares of $0.01 par value preferred
stock with the rights, preferences, privileges and restrictions thereof to be
determined by the Board of Directors of the Company.  Preferred Stock can thus
be issued without the vote of the holders of Common Stock.  Rights could be
granted to the holders of preferred stock which could reduce the attractiveness
of the Company as a potential takeover target, make the removal of management
more difficult, or adversely impact the rights of holders of Common Stock.  No
preferred stock is currently outstanding, and the Company has no present plans
for the issuance thereof of any shares of preferred stock.

                                USE OF PROCEEDS

           The Company will not receive any of the proceeds from the sale of
Shares being sold by the Selling Stockholders.

                                       14
16
                              SELLING STOCKHOLDERS

         The following table lists the Selling Stockholders with respect to the
Shares being offered hereunder which have been or will be acquired by the
Selling Stockholders under the Individual Plans.  The table sets forth
information with respect to the number of shares of Common Stock beneficially
owned by each as of November 19, 1997; the number of shares to be offered
pursuant to this Prospectus; and the percentage of outstanding shares of Common
Stock to be beneficially owned by each after the sale of the Shares hereby.
====================================================================================================================
                                                                                          Number of Shares
                                                                                      Beneficially Owned Upon
                                                                                     Completion of the Offering
--------------------------------------------------------------------------------------------------------------------
                                    Number of Shares
                                    of Common Stock            Number of
                                      Beneficially           Shares Offered
                                     Owned Prior to         pursuant to this
              Name                      Offering               Prospectus              Number           Percent
--------------------------------------------------------------------------------------------------------------------
Sean O'Shea                            207,792                 207,792                  0                 0
--------------------------------------------------------------------------------------------------------------------
 Thomas R. Thomsen (1)                1,012,517(2)              246,623               765,894             3.73
====================================================================================================================
--------------------
     1    Chairman and Chief Executive Officer of the Company.

     2    Includes (i) 359,227 shares of Common Stock which are covered by a
          voting proxy granted by a shareholder of the Company to Mr. Thomsen
          and (ii) 406,667 shares subject to options exercisable in the next 60
          days.

                                       15
17
                              PLAN OF DISTRIBUTION

         The Shares offered hereby may be sold by the Selling Stockholders or
by pledgees, donees, transferees or other successors in interest.  Such sales
may be made in the over-the-counter market, in privately negotiated
transactions, or otherwise, at prices and at terms then prevailing, at prices
related to the then-current market price, or at negotiated prices.  The Shares
may be sold by one or more of the following methods, without limitation:  (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus
including resale to another broker or dealer; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face-to-face transactions between sellers and purchasers without a
broker-dealer.  In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate.  Such
brokers or dealers may receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale.  Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act, in connection
with such sales.  Any gain realized by such a broker or dealer on the sale of
shares which it purchases as a principal may be deemed to be compensation to
the broker or dealer in addition to any commission paid to the broker by a
Selling Stockholder.  In addition, any securities covered by this Prospectus
that qualify for sale pursuant to Rule 144 might be sold under Rule 144 rather
than pursuant to this Prospectus.

         The Selling Stockholders have been advised that during the time each
is engaged in distribution of the Shares covered by this Prospectus, each must
comply with, among other things,  Rule 10b-6 under the Exchange Act, and
pursuant thereto:  (i) shall not engage in any stabilization activity in
connection with the Company's securities; (ii) shall furnish each broker
through which securities covered by this Prospectus may be offered the number
of copies of this Prospectus which are required by each broker; and (iii) shall
not bid for or purchase any securities of the Company or attempt to induce any
person to purchase any of the Company's securities other than as permitted
under the Exchange Act.

         Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or
dealer, a supplemented Prospectus will be filed, if required, pursuant to Rule
424(c) under the Securities Act, disclosing (a) the name of each such
broker-dealer(s), (b) the number of shares involved, (c) the price at which
such shares were sold, (d) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (e) that such
broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus, and (f) other facts
material to the transaction.

         In order to comply with certain state securities laws, if applicable,
the Shares will not be sold in  Washington, D.C., unless such securities have
been registered or qualified for sale in such state or an exemption from
registration for qualification is available and complied with, nor will Shares
be sold in New York unless such sales are effected through the use of a
broker-dealer registered in such state.

         No person is authorized to give any information or to make any
representation in connection with the offering and sale of the Shares offered
hereby, other than those contained in this Prospectus, and any such information
or representations not contained in this Prospectus must not be relied upon as
having been authorized.  This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities other than the registered
securities to which it relates.  This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy such securities under any
circumstances where such an offer or solicitation is unlawful.  Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.

                                       16
18
                                 LEGAL MATTERS

         The legality of the securities offered hereby has been passed upon for
the Company by Gallagher, Briody & Butler, Princeton, New Jersey.

                                    EXPERTS

         The consolidated financial statements of the Company at December 31,
1996 and December 31, 1995 and for the years then ended appearing in the
Company's Form 10-KSB have been audited by Wiss & Company, LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such Company consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.

                                       17
19
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents, as filed by the Company with the
Securities and Exchange Commission, are incorporated by reference in this
Registration Statement and made a part hereof:

                          (i)     the Company's Annual Report on Form 10-KSB
                 for the fiscal year ended December 31, 1996;

                          (ii)    the Company's Quarterly Reports on Form
                 10-QSB for the quarters ended March 31, 1997, June 30, 1997
                 and September 30, 1997;

                          (iii)   the Company's Current Reports on Form 8-K
                 dated January 14, 1997, February 4, 1997, February 25, 1997,
                 March 18, 1997, April 8, 1997, August 21, 1997 and September
                 22, 1997; and

                          (iv)    the description of the Common Stock which is
                 contained in the Company's Form 8-A Registration Statement
                 filed with the Commission on January 24, 1990, including any
                 amendments or reports filed for the purpose of updating such
                 description.

                 All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.  Any statement contained in any document, all or a portion of which
is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained or incorporated by reference herein modifies or supersedes
such statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

                                       18
20
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 As permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"), Article V of the Company's By-laws provides for
the indemnification of an "authorized representative" of the Company (a)
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person, by reason of the fact that such person was
or is an authorized representative of the Company, in connection with a
threatened, pending or completed third party proceeding, whether civil or
criminal, administrative or investigative, if such individual acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and, if the action was a criminal
proceeding, if such person had no reasonable cause to believe that such
person's conduct was unlawful; and (b) against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of a
threatened, pending or completed corporate proceeding, by reason of the fact
such person was or is an authorized representative of the Company, if such
person acted under the standards set forth in section (a) above and if such
person was not found liable to the Company (or if so found liable, if a proper
court found such person to be fairly and reasonably entitled to
indemnification).  The Company's By-laws further provide for mandatory
indemnification of authorized representatives of the Company who have been
successful in defense of any third party or corporate proceeding or in defense
of any claim, issue or matter therein, against expenses actually and reasonably
incurred in connection with such defense.  An "authorized representative" of
the Company includes a director, officer, employee or agent of the Company, or
a person serving at the request of the Company as a director, officer of
another corporation, partnership, joint venture, trust or other enterprise.

                 In addition, Article Ninth of the Company's Certificate of
Incorporation provides that, to the full extent that the DGCL permits the
limitation or elimination of the liability of directors or officers of a
corporation, directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages.  As a result of this
provision, the Company and its stockholders may be unable to obtain monetary
damages from a director for breach of such director's duty of care.  Although
stockholders may continue to seek injunctive or other equitable relief for an
alleged breach of fiduciary duty by a director, stockholders may not have any
effective remedy against the challenged conduct if equitable remedies are
unavailable.

                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted against the Company by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                 The Shares of Common Stock which have been issued to a
consultant of the Company, were issued without registration under the
Securities Act of 1933 (the "Securities Act") in accordance with the exemption
from registration contained in Section 4(2) of the Securities Act.

                                       19
21
ITEM 8.  EXHIBITS.

                 The following is a list of exhibits filed as part of this
registration statement.
Exhibit Number                             Exhibit
--------------                             -------
4.1                              Certificate of Incorporation of the Company (incorporated herein by reference to Appendix B
                                  contained in the Company's Information Statement pursuant to Section 14(c) of the Securities
                                  Exchange Act of 1934, dated January 19, 1996)

 5.1                              Opinion of Gallagher, Briody & Butler

23.1                              Consent of Wiss & Company, LLP

23.2                              Consent of Gallagher, Briody & Butler (included as part of Exhibit 5.1)

24.1                              Power of Attorney (included as part of the signature page)
ITEM 9.  UNDERTAKINGS.

                 (a)      The undersigned Registrant hereby undertakes:

                          (1)     To file, during any period in which offers or
                          sales are being made, a post-effective amendment to
                          this registration statement:

                                  (i)      To include any prospectus required
                          by Section 10(a)(3) of the Securities Act of 1933;

                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of
                          the registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement; and

                                  (iii)    To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in the registration statement or
                          any material change to such information in the
                          registration statement;

                          Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by referenced in
the registration statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering.

                                       20
22
                 (b)      The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of a plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                 (c)      The undersigned registrant hereby undertakes to
transmit or cause to be transmitted to all participants in the Individual Plans
who do not otherwise receive such material as shareholders of the Company, at
the time such material is sent to shareholders, copies of all reports, proxy
statements and other communications distributed to its shareholders generally.

                 (d)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       21
23
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Plymouth Meeting, Commonwealth of Pennsylvania,
on this 20th day of November, 1997.

                                  LITHIUM TECHNOLOGY CORPORATION

                                  By:  /s/ Thomas R. Thomsen               
                                     ------------------------------
                                     Thomas R. Thomsen
                                     Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.

         Each person, in so signing, also makes, constitutes and appoints
Thomas R. Thomsen, Chairman and Chief Executive Officer, his true and lawful
attorney-in-fact, in his name, place and stead to execute and cause to be filed
with the Securities and Exchange Commission any or all amendments to this
Registration Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every act and
thing necessary to effectuate the same.
SIGNATURE                                          TITLE                             DATE
---------                                          -----                             ----
/s/ Thomas R. Thomsen             Chairman, Chief Executive Officer and              November 20, 1997
---------------------             Director (Principal and Executive Officer)                          
Thomas R. Thomsen                                                           

/s/ David J. Cade                 Director                                           November 20, 1997
-----------------                                                                                     
David J. Cade

/s/ George R. Ferment             Director                                           November 21, 1997
---------------------                                                                                 
George R. Ferment

/s/ Stephen F. Hope               Director                                           November 20, 1997
-------------------                                                                                   
Stephen F. Hope

/s/ Ralph D. Ketchum              Director                                           November 24, 1997
--------------------                                                                                  
Ralph D. Ketchum

/s/ Gerald M. Labush              Director                                           November 20, 1997
--------------------                                                                                  
Gerald M. Labush

/s/ John D. McKey, Jr.            Director                                           November 20, 1997
----------------------                                                                                
John D. McKey, Jr.

/s/ William D. Walker             Treasurer and Chief Financial Officer              November 24. 1997
---------------------             (Principal Financial Officer)                                       
William D. Walker
24
                               INDEX TO EXHIBITS
Exhibit
 Number                                             Exhibit
 ------                                             -------
4.1  -                              Certificate of Incorporation of
                                      the Company (incorporated herein
                                      by reference to Appendix B
                                      contained in the Company's
                                      Information Statement pursuant to
                                      Section 14(c) of the Securities
                                      Exchange Act of 1934, dated
                                      January 19, 1996)

  5.1  -                              Opinion of Gallagher, Briody &
                                      Butler

 23.1  -                              Consent of Wiss & Company, L.L.P.

 23.2  -                              Consent of Gallagher, Briody &
                                      Butler (included as part of
                                      Exhibit 5.1)

 24.1  -                              Power of Attorney (included as
                                      part of the signature page)