Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - AXION INTERNATIONAL HOLDINGS, INC. | v198075_ex99-1.htm |
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):
October
4, 2010
AXION
INTERNATIONAL HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Colorado
(State
or Other Jurisdiction
of
Incorporation)
|
0-13111
(Commission
File
Number)
|
84-0846389
(IRS
Employer
Identification
No.)
|
|
180
South Street, Suite 104, New Providence, NJ 07974
(Address
of Principal Executive Offices, including Zip
Code)
|
Registrant's
telephone number, including area code: 908-542-0888
Not
Applicable
(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
1.01
|
Entry
into a Material Definitive Agreement
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
October 11, 2010, Steven Silverman will assume the position of President and
Chief Operating Officer of Axion International Holdings, Inc. (the
“Company”). Simultaneous with Mr. Silverman assuming his positions
with the Company, Miles Slater will resign as the Company’s interim
President. Mr. Slater will continue to serve as a member of the
Company’s Board of Directors.
Mr.
Silverman, age 46, served as Executive Vice President of Archbrook Laguna, LLC
(“Archbrook”) from 2006 until he joined the Company and as Vice President of
Operations and Business Development of Archbrook from 2000 until
2005. From 1997 until 2000, he was Archbrook’s Vice President
of Sales. Archbrook is a total solution provider supplying consumer
electronics and computer products to retailers through state-of-the-art
logistical services. As Executive Vice President, Mr. Silverman was
responsible for developing and implementing strategic corporate policy as well
as the day-to-day operational management of Archbrook. As Vice
President of Operations and Business Development, Mr. Silverman assumed a
diverse range of strategic and operational functions, with a focus on business
development. Mr. Silverman received a B.S. in Business Administration from
Widener University in 1986.
There are
no family relationships between Mr. Silverman and any director, executive
officer or person nominated or chosen by the Company to become a director or
executive officer.
Pursuant
to the terms of his employment with the Company, Mr. Silverman will receive
a base salary of $175,000.00 per annum (“Base Salary”), which will be increased
to the following amounts upon reaching the following revenue
milestones: (i) $250,000 upon the Company achieving $10 million in
sales during any fiscal year (“1st
Milestone”); (ii) $300,000 upon the Company achieving $15 million in sales
during any fiscal year (“2nd
Milestone”); and (iii) $375,000 upon the Company achieving $25 million in sales
during any fiscal year (“3rd
Milestone”).
In
addition, the Company has agreed to grant options (the “Options”) to purchase up
to 1,000,000 shares of the Company’s Common Stock. The Options will
be issued pursuant to and will remain subject to the Company’s proposed 2010
Stock Plan and will be exercisable for a period of up to seven (7) years from
the start date of Mr. Silverman’s employment (“Start Date”). In the
event that the 2010 Stock Plan is not adopted, the Options will be on terms
substantially similar to those set forth in the proposed 2010 Stock
Plan. The vesting and the exercise price per share of the Options are
as follows: (i) 150,000 options vesting immediately on the Start Date with an
exercise price equivalent to the Fair Market Value of a Share of Common Stock
(as defined in the Company’s proposed 2010 Stock Plan); (ii) 100,000 option
vesting on the first anniversary date of Start Date with an exercise price of
$1.25; (iii) 250,000 options upon achieving the 1st
Milestone with an exercise price of $1.50; (iv) 250,000 options upon achieving
the 2nd
Milestone with an exercise price of $1.75; and (v) 250,000 options upon
achieving the 3rd
Milestone with an exercise price of $2.50.
In the
event, following a Change of Control (as defined), Mr. Silverman’s employment
with the Company is terminated by the Company for any reason other than (a) for
Cause (as defined), (b) due to his death or (c) due to a Permanent Disability
(as defined), he will be entitled to (x) receive severance in the amount of
$300,000, payable in a lump sum payment, plus, (y) if such
termination occurs prior to the first anniversary date of Start Date, immediate
vesting of the 100,000 Options which would have otherwise vested on such first
anniversary date. In the event that his employment with the Company
is terminated as a result of his death, his estate will be entitled to receive
an amount equal to 50% of Mr. Silverman’s then current Base
Salary.
A copy of
the press release, dated October 4, 2010 related to the appointment of Mr.
Silverman is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(c)
Exhibits:
|
99.1
|
Press
Release dated October 4, 2010.
|
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: October
4, 2010
|
AXION
INTERNATIONAL HOLDINGS, INC.
|
|||
|
/s/ Gary Anthony
|
|||
|
Name:
|
Gary
Anthony
|
||
|
Title:
|
Chief Financial
Officer
|
||