-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V88tifRP7obSUGGT7odS21fT3dzb6vcWo5YfqEBRbeCcGQkk64D+c44c508/Vyc9 JxN1lOhgXThS169sYG3tJg== 0001116502-10-000122.txt : 20100205 0001116502-10-000122.hdr.sgml : 20100205 20100205161148 ACCESSION NUMBER: 0001116502-10-000122 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100205 DATE AS OF CHANGE: 20100205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXION INTERNATIONAL HOLDINGS, INC. CENTRAL INDEX KEY: 0000753048 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 840846389 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40392 FILM NUMBER: 10577537 BUSINESS ADDRESS: STREET 1: 665 MARTINSVILLE ROAD, SUITE 219 STREET 2: . CITY: BASKING RIDGE STATE: NJ ZIP: 07920-4700 BUSINESS PHONE: 908-542-0888 MAIL ADDRESS: STREET 1: 665 MARTINSVILLE ROAD, SUITE 219 STREET 2: . CITY: BASKING RIDGE STATE: NJ ZIP: 07920-4700 FORMER COMPANY: FORMER CONFORMED NAME: ANALYTICAL SURVEYS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBORVIEW MASTER FUND LP CENTRAL INDEX KEY: 0001400704 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 294 694 4770 MAIL ADDRESS: STREET 1: HARBOUR HOUSE WATERFORD DRIVE STREET 2: PO BOX 972 CITY: TORTOLA STATE: D8 ZIP: 00000 SC 13G/A 1 harborsc13g.htm AMENDMENT TO SCH 13G Schedule 13G



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 1)


AXION INTERNATIONAL HOLDINGS, INC.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


05462D101

(CUSIP Number)


December 31, 2009

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


¨  Rule 13d-1(b)

 

þ  Rule 13d-1(c)

 

¨  Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 





CUSIP No. 05462D101                                13G                                    Page 2 of 6 Pages




1

 

 

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


HARBORVIEW MASTER FUND, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

 

 

 

(b)

 

 

 

 

3

 

 

SEC USE ONLY


4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION


BVI

 

                              

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER


1,476,494

6

SHARED VOTING POWER


-0-

7

SOLE DISPOSITIVE POWER


1,476,494

8

SHARED DISPOSITIVE POWER


-0-

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,476,494

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

 

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


7.48%

12

 

 

TYPE OF REPORTING PERSON*


PN









CUSIP No. 05462D101                                13G                                    Page 3 of 6 Pages



Item 1.


(a)

Name of Issuer

Axion International Holdings, Inc.


(b)

Address of Issuer’s Principal Executive Offices

180 South St., Suite 104

New Providence, New Jersey 07974


Item 2.


(a)

Name of Person Filing

Harborview Master Fund, L.P.


(b)

Address of Principal Business Office or, if none, Residence

c/o Harbour House, Waterfront Drive, P.O. Box 972, Road Town, Tortola British Virgin Islands


(c)

Citizenship

British Virgin Islands


(d)

Title of Class of Securities

Common Stock


(e)

CUSIP Number

05462D101


Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a) 

 

 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

 

 

(b) 

 

 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

(c) 

 

 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

(d) 

 

 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

 

 

(e) 

 

 An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f) 

 

 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g) 

 

 A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

(h) 

 

 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i) 

 

 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the

 

 

 Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

(j) 

 

 A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);

 

 

 

(k) 

 

 Group, in accordance with §240.13d-1(b)(1)(ii)(K).


If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.







CUSIP No. 05462D101                                13G                                    Page 4 of 6 Pages



Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)

Amount beneficially owned: 1,476,494

(b)

Percent of class: 7.48%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 1,476,494

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of 1,476,494

(iv)

Shared power to dispose or to direct the disposition of

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).


Item 5.

Ownership of Five Percent or Less of a Class.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.


Instruction: Dissolution of a group requires a response to this item.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


Item 8.

Identification and Classification of Members of the Group.


If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.


Item 9.

Notice of Dissolution of Group.


Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.






CUSIP No. 05462D101                                13G                                    Page 5 of 6 Pages



Item 10.

Certifications.


(a)

The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c):


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


The Reporting Person disclaims beneficial interest or voting rights in the shares of Common Stock of the Issuer held by or issuable upon the exercise of any conversion or other rights held by any other holder of shares or such rights of the Issuer.







CUSIP No. 05462D101                                13G                                    Page 6 of 6 Pages



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 

 

Harborview Master Fund LP

 

 

 

 

 

 

 

 

Date: February 5, 2010

 

By:

/s/ DAVID SIMS

 

 

 

David Sims

 

 

 

Navigator Management Ltd.

 

 

 

- Authorized Signatory


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.


NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties for whom copies are to be sent.


Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)





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