Form 4

0001354488-11-000886.txt : 20110318 0001354488-11-000886.hdr.sgml : 20110318 20110318204747 ACCESSION NUMBER: 0001354488-11-000886 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091020 FILED AS OF DATE: 20110318 DATE AS OF CHANGE: 20110318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEFANSKY DAVID CENTRAL INDEX KEY: 0001320581 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 11699524 MAIL ADDRESS: STREET 1: MOBILE REACH INTERNATIONAL INC. STREET 2: 8000 REGENCY PARKWAY, SUITE 430 CITY: CARY STATE: NC ZIP: 27511 ISSUER: 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSENBLUM RICHARD CENTRAL INDEX KEY: 0001205074 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 11699528 MAIL ADDRESS: STREET 1: 19 HORIZON DRIVE CITY: WAYNE STATE: NJ ZIP: 07470 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBORVIEW MASTER FUND LP CENTRAL INDEX KEY: 0001400704 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 11699527 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harborview Advisors, LLC CENTRAL INDEX KEY: 0001492019 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 11699526 BUSINESS ADDRESS: STREET 1: 850 THIRD AVENUE, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 218-1400 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harborview Capital Management, LLC CENTRAL INDEX KEY: 0001492020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 11699525 BUSINESS ADDRESS: STREET 1: 850 THIRD AVENUE, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 218-1400 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2009-10-20 0 0000753048 AXION INTERNATIONAL HOLDINGS, INC. AXIH 0001205074 ROSENBLUM RICHARD 850 THIRD AVENUE, SUITE 1801 NEW YORK NY 10022 0 0 1 0 0001400704 HARBORVIEW MASTER FUND LP 850 THIRD AVENUE SUITE 1801 NEW YORK NY 10022 0 0 0 1 General Partner 0001492019 Harborview Advisors, LLC 850 THIRD AVENUE SUITE 1801 NEW YORK NY 10022 0 0 0 1 Managing Member 0001492020 Harborview Capital Management, LLC 850 THIRD AVENUE SUITE 1801 NEW YORK NY 10022 0 0 0 1 Managing Member 0001320581 STEFANSKY DAVID 850 THIRD AVENUE SUITE 1801 NEW YORK NY 10022 1 0 0 0 Common Stock 1856774 I See Footnotes Purchase Warrant 0.9 2009-07-21 2014-07-21 Common Stock 100000 I By Harborview Master Fund, L.P. Amd. and Rstd. 8.75% Convertible Debenture Due 12/31/2010 1.25 2009-07-22 Common Stock 138000 I By Harborview Master Fund, L.P. This statement is jointly filed by and on behalf of each of Harborview Master Fund, L.P. ("Harborview Master Fund"), Harborview Advisors, LLC ("Harborview Advisors"), Harborview Capital Management, LLC ("Harborview Capital Management"), Richard Rosenblum and David Stefansky. Harborview Master Fund and Harborview Capital Management are the direct beneficial owners of the securities covered by this report. Harborview Advisors is the general partner of Harborview Master Fund and may be deemed to beneficially own securities owned by Harborview Master Fund. Richard Rosenblum and David Stefansky are the controlling persons of Harborview Advisors and Harborview Capital Management and may be deemed to beneficially own securities owned by such entities. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Includes (a) 1,425,974 shares owned by Harborview Master Fund and (b) 430,800 shares owned by Harborview Capital Management. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. The full principal amount is due on December 31, 2010. The Amended and Restated 8.75% Convertible Debenture Due December 31, 2010 is not convertible to the extent that after giving effect to the conversion, the holder (together with its affiliates, and any other person or entity acting as a group together with such holder or any of its affiliates) would beneficially own more than 9.99% of the number of shares of the Common Stock of the issuer outstanding immediately after such conversion. /s/ Richard Rosenblum 2011-03-18 Harborview Master Fund, L.P., By: Harborview Advisors, LLC, Its: General Partner, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 2011-03-18 Harborview Advisors, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 2011-03-18 Harborview Capital Management, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member 2011-03-18 David Stefansky, By: /s/ David Stefansky 2011-03-18 EX-99.1 2 ex991.htm JOINT FILER INFORMATION Form 4

EXHIBIT 99.1

JOINT FILER INFORMATION

Other Reporting Person(s)

HARBORVIEW MASTER FUND, L.P.


Item	Information
Name:	Harborview Master Fund, L.P.
Address:	850 Third Avenue, Suite 1801, New York, New York 10022
Designated Filer:	Richard Rosenblum
Date of Event Requiring Statement (Month/Day/Year):	October 29, 2009
Issuer Name and Ticker or Trading Symbol:	Axion International Holdings, Inc. [AXIH]
Relationship of Reporting Person(s) to Issuer:	10% Owner
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form Filed by More than One Reporting Person
Signature:	By: Harborview Advisors, LLC Its: General Partner
	By:	/s/ Richard Rosenblum
	Name: Richard Rosenblum Title: Managing Member Date: March 18, 2011

HARBORVIEW ADVISORS, LLC


Item	Information
Name:	Harborview Advisors, LLC
Address:	850 Third Avenue, Suite 1801, New York, New York 10022
Designated Filer:	Richard Rosenblum
Date of Event Requiring Statement (Month/Day/Year):	October 29, 2009
Issuer Name and Ticker or Trading Symbol:	Axion International Holdings, Inc. [AXIH]
Relationship of Reporting Person(s) to Issuer:	10% Owner
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form Filed by More than One Reporting Person
Signature:
	By:	/s/ Richard Rosenblum
	Name: Richard Rosenblum Title: Managing Member Date: March 18, 2011

HARBORVIEW CAPITAL MANAGEMENT, LLC


Item	Information
Name:	Harborview Capital Management, LLC
Address:	850 Third Avenue, Suite 1801, New York, New York 10022
Designated Filer:	Richard Rosenblum
Date of Event Requiring Statement (Month/Day/Year):	October 29, 2009
Issuer Name and Ticker or Trading Symbol:	Axion International Holdings, Inc. [AXIH]
Relationship of Reporting Person(s) to Issuer:	10% Owner
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form Filed by More than One Reporting Person
Signature:
	By:	/s/ Richard Rosenblum
	Name: Richard Rosenblum Title: Managing Member Date: March 18, 2011

RICHARD ROSENBLUM


Item	Information
Name:	Richard Rosenblum
Address:	850 Third Avenue, Suite 1801, New York, New York 10022
Designated Filer:	Richard Rosenblum
Date of Event Requiring Statement (Month/Day/Year):	October 29, 2009
Issuer Name and Ticker or Trading Symbol:	Axion International Holdings, Inc. [AXIH]
Relationship of Reporting Person(s) to Issuer:	10% Owner
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form Filed by More than One Reporting Person
Signature:
		/s/ Richard Rosenblum
	Date: March 18, 2011

DAVID STEFANSKY


Item	Information
Name:	David Stefansky
Address:	850 Third Avenue, Suite 1801, New York, New York 10022
Designated Filer:	Richard Rosenblum
Date of Event Requiring Statement (Month/Day/Year):	October 29, 2009
Issuer Name and Ticker or Trading Symbol:	Axion International Holdings, Inc. [AXIH]
Relationship of Reporting Person(s) to Issuer:	10% Owner
If Amendment, Date Original Filed (Month/Day/Year):	Not Applicable
Individual or Joint/Group Filing:	Form Filed by More than One Reporting Person
Signature:
		/s/ David Stefansky
	Date: March 18, 2011

EX-99.2 3 ex992.htm JOINT FILING AGREEMENT United States Securities & Exchange Commission EDGAR Filing

EXHIBIT 99.2

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

Dated:

March 18, 2011


	Harborview Master Fund, L.P.

	By:	Harborview Advisors, LLC, its general partner


	By:	/s/ Richard Rosenblum
		Name: Richard Rosenblum
		Title: Managing Member


	Harborview Advisors, LLC


	By:	/s/ Richard Rosenblum
		Name: Richard Rosenblum
		Title: Managing Member


	Harborview Capital Management, LLC


	By:	/s/ Richard Rosenblum
		Name: Richard Rosenblum
		Title: Managing Member


	Richard Rosenblum

	/s/ Richard Rosenblum


	David Stefansky

	/s/ David Stefansky