8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2014 (August 4, 2014)

AXION INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Colorado   (State or other jurisdiction of incorporation) 0-13111   (Commission File Number) 84-0846389   (IRS Employer Identification No.)

4005 All American Way, Zanesville, Ohio   (Address of principal executive offices) 43701   (Zip Code)

Registrant’s telephone number, including area code: (740) 452-2500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective as of August 4, 2014, Steven Silverman resigned as the President and Chief Executive Officer of Axion International Holdings, Inc. (the “Company”) and was appointed as Vice Chairman of the Company’s board of directors.

On and effective as of August 4, 2014, Claude Brown Jr., Chief Operating and Technology Officer was promoted to Chief Executive Officer of the Company.

On and effective as of August 4, 2014, the Company appointed Sam Rose as a member of the Company’s board of directors.

Mr. Rose, age 78, has spent the last thirty years working for the company he founded in 1980, Greenbaum & Rose Associates, which has been instrumental in developing and managing over five million square feet of office space in the Washington, DC area (including areas around Union Station). Mr. Rose began his career in real estate development in 1960, where he worked with Rouse Company in its Maryland and San Francisco offices. Mr. Rose actively participates in the National Capital Area Chapter of the American Planning Association and is a strong supporter of high education, which is evidenced by the numerous scholarship programs he and his wife have established over the years. Mr. Rose is an emeritus board member at Dickinson College and the Smithsonian American Art Museum. Mr. Rose earned his undergraduate degree from Dickinson College in 1958 and his Juris Doctor from the University of Baltimore in 1961.

There is no arrangement or understanding pursuant to which Mr. Brown was selected as Chief Executive Officer. There are no family relationships between Mr. Brown and any director or executive officer of the Company and there are no transactions between Mr. Brown and the Company that would be reportable under Item 404(a) of Regulation S-K.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Axion International Holdings, Inc., dated August 8, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 8, 2014	AXION INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Donald W. Fallon
		Donald W. Fallon Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by Axion International Holdings, Inc., dated August 8, 2014.

EX-99.1

 

AXION Accelerates Vertical Integration Strategy and Expansion of Engineered Products Production to Meet Growing Demand

Conversion of Zanesville Facility to Increase Capacity for Engineered Products Division; New Board Member and Changes to Executive Management Team

ZANESVILLE, O.H. – August 8, 2014 - AXION International Holdings, Inc. (OTCQB:AXIH), a leader in recycled plastic and plastic composite technologies used to produce ECOTRAX® rail ties/sleepers and STRUXURE® building products, including heavy construction and laminated temporary road mats, today announced a move to increase production of ECOTRAX® and STRUXURE® products to meet growing demand, and realign the Company’s operational and management team to better focus on its core activities, definitive strategy and drive long-term growth.

AXION has announced that it will immediately begin converting extrusion equipment in its Zanesville, OH facility now used for reprocessing plastic waste so that such equipment can be used to produce engineered products such as rail ties and industrial mats. The Zanesville facility will continue to sort, grind, and wash post-consumer and post-industrial plastics and plastic composites, though the output will now be primarily for AXION’s proprietary engineered products. The realignment will require modifications and upgrades to existing equipment and the addition of mat fabrication capability to support the production of the Company’s engineered products. The execution of the strategy to vertically integrate reprocessing with product manufacturing is now being accelerated to enable AXION to increase its manufacturing capacity and earn a higher gross margin on its product sales. AXION will remain a significant and increasing purchaser of recycled plastic waste and continue its marketing and manufacturing of customized reprocessed plastics from which higher gross margins can be realized.

AXION’s Steve Silverman, who has served as AXION’s Chief Executive Officer since January, 2011 said, “This is an exciting time for the Company as we planned for this realignment to take place in early 2015. Given the prospect that demand can overwhelm us as our orders and pipeline continue to grow, we decided we needed to move forward now. Our Waco, TX facility is producing finished product and nearing full capacity for the assets we have in place and we are currently finalizing multiple supply agreements around the world. The test projects our rail customers previously initiated are now leading to new orders that will be quite significant for our business and we must increase our capacity to support such demand. Market demand for both our heavy construction mat and laminated temporary road mat is increasing, and it is necessary to have adequate inventory when a customer calls in an order. Our decision to realign this facility to build this inventory is based on the prospects we foresee in the market with our products.”

 

AXION also announced changes to its Board of Directors and its senior management team to more effectively support an engineered products manufacturing business. Samuel Rose, one of AXION’s principal investors, was appointed to its Board of Directors, effective August 4, 2014. In addition, Claude Brown Jr., previously the Company’s Chief Operating and Technology Officer has been promoted to Chief Executive Officer, while Steve Silverman, will assume the role of the Company’s Vice Chairman of the Board. Mr. Brown is a respected industry veteran with over 22 years of experience in engineering, development, commercialization and production of unique polymer technologies and differentiated building products.

Mr. Silverman continues, “We have built a great foundation of vertically integrating our material stream. We have come so far in just 4 years. We now have demand for our products at higher price per pound realizations and we have two manufacturing facilities. As part of this evolutionary process, we required a CEO with the experience to lead a plastic-based manufacturing operation. There is no better person for this position than Claude.”

“It is my pleasure to assume the post of Chief Executive Officer of AXION,” says Mr. Brown, “I fully endorse the acceleration of the execution of our strategy and am excited for the prospects we foresee for the specialized and proprietary engineered products that AXION is now manufacturing.”

About AXION International Holdings, Inc.

AXION (OTCQB: AXIH) is a green technology company, transforming waste plastics into structural building materials. Using 100%-recycled consumer and industrial plastics, AXION develops, markets and sells its recycled structural composite products through its ECOTRAX® composite rail tie and STRUXURE® building material lines. From the railroading industry to the military to global engineering firms, AXION delivers tested, proven and superior green solutions to infrastructure needs around the world.

www.AXIH.com

Forward-Looking Statements

This release contains "forward-looking statements" for purposes of the Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934. These forward-looking statements are subject to various risks and uncertainties that could cause AXION’s actual results to differ materially from those currently anticipated, including the availability of materials at favorable pricing, sufficient manufacturing capability and the risk factors identified in AXION’s filings with the Securities and Exchange Commission.

Contacts

AXION Investor and Media Relations
Andrew Haag
Managing Partner
IRTH Communications

axih@irthcommunications.com

1-866-976-4784