-----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, G9P+19StA3n9fKSrp1e2zul3YqG2Uvq0nI8D8uOBlZe7s5onxNPEVlTOHUYbKUnS 60d0VxNJ8jQAFDsxOQqyxg== 0001019687-09-004183.txt : 20091117 0001019687-09-004183.hdr.sgml : 20091117 20091117153348 ACCESSION NUMBER: 0001019687-09-004183 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091117 DATE AS OF CHANGE: 20091117 GROUP MEMBERS: DAVID GELBAUM, TRUSTEE GROUP MEMBERS: MONICA CHAVEZ GELBAUM, TRUSTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Axion Power International, Inc. CENTRAL INDEX KEY: 0001028153 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 650774638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54375 FILM NUMBER: 091190367 BUSINESS ADDRESS: STREET 1: 3601 CLOVER LANE CITY: NEW CASTLE STATE: PA ZIP: 16105 BUSINESS PHONE: 905-264-1991 MAIL ADDRESS: STREET 1: 3601 CLOVER LANE CITY: NEW CASTLE STATE: PA ZIP: 16105 FORMER COMPANY: FORMER CONFORMED NAME: TAMBORIL CIGAR CO DATE OF NAME CHANGE: 19961204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Quercus Trust CENTRAL INDEX KEY: 0001403463 IRS NUMBER: 552829330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 310-201-7481 MAIL ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D/A 1 axion_13da3-quercus.txt SCHEDULE 13D AMENDMENT CUSIP No. 05460X109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT No. 3) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Axion Power International, Inc. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.0001 PER SHARE (TITLE OF CLASS OF SECURITIES) 05460X109 (CUSIP NUMBER) Joseph P. Bartlett The Law Offices of Joseph P. Bartlett, A Professional Corporation 17050 SUNSET BLVD., # D PACIFIC PALISADES, CA 90272 (310) 584-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 2009 (Date of Event which Requires Filing of this Statement) If the reporting person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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. 05460X109 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) /_/ (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) /_/ (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 18,571,430 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 18,571,430 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 18,571,430 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /_/ (13) Percent of Class Represented by Amount in Row (11) 50.9% (1) (14) Type of Reporting Person (See Instructions) IN - ------------------------- (1) Based on 36,453,438 shares of Common Stock outstanding, calculated in accordance with Rule 13d. See Item 5 for a more detailed description. (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Monica Chavez Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) /_/ (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 18,571,430 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 18,571,430 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 18,571,430 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /_/ (13) Percent of Class Represented by Amount in Row (11) 50.9% (1) (14) Type of Reporting Person (See Instructions) IN - ------------------------- (1) Based on 36,453,438 shares of Common Stock outstanding, calculated in accordance with Rule 13d. See Item 5 for a more detailed description. CUSIP No. 05460X109 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) /_/ (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) /_/ (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 18,571,430 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 18,571,430 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 18,571,430 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /_/ (13) Percent of Class Represented by Amount in Row (11) 50.9% (1) (14) Type of Reporting Person (See Instructions) OO - ------------------------- (1) Based on 36,453,438 shares of Common Stock outstanding, calculated in accordance with Rule 13d. See Item 5 for a more detailed description. CUSIP No. 05460X109 Item 1. This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica Chavez Gelbaum (the "Reporting Persons") with the Securities and Exchange Commission on April 30, 2008 and prior amendment thereto (collectively, the "Prior Schedules"). Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings given to them in the Prior Schedules. Except as otherwise set forth herein, this Amendment No. 3 does not modify any of the information previously reported by the Reporting Persons in the Prior Schedules. Item 4. As of the date of this Amendment No. 3, the Reporting Persons are in negotiations with the Issuer with respect to a potential $1,000,000 bridge loan to be made by them in favor of the Issuer (the "New Loan"). As part consideration of the New Loan, the Reporting Persons have requested that the Issuer reduce the number of directors on its Board from eleven (11) to seven (7). If such request of the Reporting Persons is accepted by the Issuer, the Board of the Issuer would consist of three (3) nominees of the Reporting Persons out of a total of seven (7). At this time, the Reporting Persons are unable to determine if they will be able to consummate the New Loan on mutually acceptable terms with the Issuer. Except as set forth herein and previous reported in the Prior Schedules, the Reporting Persons do not have any plans or proposals which would relate to or result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons retain their right to modify their plans with respect to the transactions described in this Amendment No. 3 and the Prior Schedules, to vote, acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Pursuant to the Power of Attorney filed as Exhibit "B" to Amendment No. 3 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum's Attorney-In-Fact. Item 7. Material to Be Filed as Exhibits Exhibit A: Agreement Regarding Joint Filing of Amendment No. 3 to Schedule 13D. CUSIP No. 05460X109 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties. Dated: November 17, 2009 /s/ David Gelbaum ----------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum, As Attorney-in-fact for Monica Chavez Gelbaum ----------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ----------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust CUSIP No. 05460X109 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF AMENDMENT No. 3 TO SCHEDULE 13D The undersigned agree that Amendment No. 3 Schedule 13D with respect to the Common Stock of Axion Power International, Inc. is a joint filing being made on their behalf. Dated: November 17, 2009 /s/ David Gelbaum ----------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum, As Attorney-in-fact for Monica Chavez Gelbaum ----------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ----------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust -----END PRIVACY-ENHANCED MESSAGE-----